Common use of Controlled Representations Clause in Contracts

Controlled Representations. Controlled and each member of the Controlled Group represents that as of the date hereof, and covenants that on the Distribution Date, there is no plan or intention: (i) to liquidate Controlled or to merge or consolidate Controlled, or any member of the Controlled Group, with any other Person subsequent to the Distribution, (ii) to sell or otherwise dispose of any material asset of Controlled or any member of the Controlled Group (other than pursuant to an Ethanol Facility Disposition) subsequent to the Distribution, except in the ordinary course of business, (iii) to take any action inconsistent with the written information and representations furnished to the IRS in connection with the Ruling Request, or to counsel in connection with any opinion being delivered by counsel with respect to the Distribution, regardless of whether such information and representations were included in the ruling issued by the IRS or in the opinion of counsel, (iv) to repurchase stock of Controlled other than in a manner that satisfies the requirements of IRS Revenue Procedure 96-30, as modified by IRS Revenue Procedure 2003-48, and any representations made in the Ruling Request, (v) to take any action, other than pursuant to an Ethanol Facility Disposition, that management of Controlled knows, or should have known, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Controlled Group or the Distributing Group is a party, or (vi) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) that could reasonably be expected to cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly Controlled stock representing a “50-percent or greater interest” within the meaning of Section 355(d)(4) of the Code.

Controlled Representations. Controlled and each member of the Controlled Group represents that as of the date hereof, and covenants that on the Distribution Date, there is no plan or intention: (i) to liquidate Controlled or to merge or consolidate Controlled, or any member of the Controlled GroupGroup conducting an Active Business, with any other Person person subsequent to the Distribution, (ii) to sell or otherwise dispose of any material asset of Controlled or any member of the Controlled Group (other than pursuant to an Ethanol Facility Disposition) subsequent to the Distribution, except in a manner that would result in any increased Tax liability or reduction of any Tax asset of the ordinary course of businessDistributing Group or any member thereof, (iii) to take any action inconsistent with the written information and representations furnished to the IRS or the FTB in connection with the Ruling Request, or to counsel in connection with any opinion being delivered by counsel with respect to the DistributionDistribution or the Restructuring, regardless of whether such information and representations were included in the ruling issued by the IRS or FTB or in the opinion of counsel, (iv) to repurchase stock of Controlled other than in a manner that satisfies contrary to the requirements of IRS Revenue Procedure 96-30, as modified by IRS Revenue Procedure 2003-48, and any or in a manner contrary to the representations made in the Ruling Request, (v) to take any action, other than pursuant to an Ethanol Facility Disposition, action that management of Controlled knows, or should have known, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Controlled Group or the Distributing Group is a party, or (vi) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) that could reasonably be expected to which may cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly Controlled stock representing a “50-percent or greater interest” within the meaning of Section 355(d)(4) of the Code.