Common use of Certain Post-Distribution Transactions Clause in Contracts

Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of certain internal restructuring transactions related to the Distribution (the "Internal Restructuring Transactions") as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, the Corporation will cause Moody's to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock of Moody's constituting control (within the meaning of Section 368(c) of the Code) of Moody's and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of Moody's and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or Moody's to be in violation of the active business requirement under the holding company test. (i) New D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of the Internal Restructuring Transactions as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, New D&B will cause each of D&B Opco Inc. and Dun & Bradstreet International, Ltd. ("DBI") to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock in D&B Opco Inc. and DBI constituting control (within the meaning of Section 368(c) of the Code) of D&B Opco Inc. and DBI and will maintain at least ninety percent of the fair market value of New D&B's assets in stock and securities of D&B Opco Inc. and DBI and such other assets which, based on an opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, will not cause New D&B, D&B Opco Inc. or DBI to be in violation of the active business requirement under the holding company test. (c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any D&B Common Stock (other than as described in Section 4.05(1)(b) of 32 29 Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the Corporation, unless prior to taking such action the Corporation has obtained (and provided to New D&B) a written opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) New D&B agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any New D&B Common Stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in New D&B, unless prior to taking such action New D&B has obtained (and provided to the Corporation) a written opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code.

Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as 34 29 to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of certain internal restructuring transactions related to the Distribution (the "Internal Restructuring Transactions") as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, the Corporation will cause Moody's to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock of Moody's constituting control (within the meaning of Section 368(c) of the Code) of Moody's and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of Moody's and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or Moody's to be in violation of the active business requirement under the holding company test. (i) New D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of the Internal Restructuring Transactions as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, New D&B will cause each of D&B Opco Inc. and Dun & Bradstreet International, Ltd. ("DBI") to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock in D&B Opco Inc. and DBI constituting control (within the meaning of Section 368(c) of the Code) of D&B Opco Inc. and DBI and will maintain at least ninety percent of the fair market value of New D&B's assets in stock and securities of D&B Opco Inc. and DBI and such other assets which, based on an opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, will not cause New D&B, D&B Opco Inc. or DBI to be in violation of the active business requirement under the holding company test. (c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any D&B Common Stock (other than as described in Section 4.05(1)(b) of 32 29 Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the Corporation, unless prior to taking such action the Corporation has obtained (and provided to New D&B) a written opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) New D&B agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any New D&B Common Stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in New D&B, unless prior to taking such action New D&B has obtained (and provided to the Corporation) a written opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (e) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the Corporation or New D&B (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.10(a), 2.10(b), 2.10(c) or 2.10(d) above or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code, (ii) the New D&B Common Stock fails to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, or (iii) the Internal Restructuring Transactions set forth in the three requests for ruling letters dated April 28, 2000 fail to qualify in any respect for the tax treatment sought in such requests for ruling letters, that party shall indemnify and hold harmless the other party and each member of the consolidated group of which the other party is a member from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code, the application of Section 355(e), or the failure to realize the intended tax consequences of the Internal Restructuring Transactions. The obligation of a party to indemnify the other party pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Section 2.10(c) or Section 2.10(d), as the case may be.

Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of certain internal restructuring transactions related to the Distribution (the "Internal Restructuring Transactions") as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, the Corporation will cause Moody's to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock of Moody's constituting control (within the meaning of Section 368(c) of the Code) of Moody's and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of Moody's and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or Moody's to be in violation of the active business requirement under the holding company test. (b) (i) New D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of the Internal Restructuring Transactions as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, New D&B will cause each of D&B Opco Inc. and Dun & Bradstreet International, Ltd. ("DBI") to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock in D&B Opco Inc. and DBI constituting control (within the meaning of Section 368(c) of the Code) of D&B Opco Inc. and DBI and will maintain at least ninety percent of the fair market value of New D&B's assets in stock and securities of D&B Opco Inc. and DBI and such other assets which, based on an opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, will not cause New D&B, D&B Opco Inc. or DBI to be in violation of the active business requirement under the holding company test. (c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any D&B Common Stock (other than as described in Section 4.05(1)(b) of 32 29 Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the Corporation, unless prior to taking such action the Corporation has obtained (and provided to New D&B) a written opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) New D&B agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any New D&B Common Stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in New D&B, unless prior to taking such action New D&B has obtained (and provided to the Corporation) a written opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the New D&B Common Stock failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code.or