Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution.
Cooperation and Other Covenants. (a) The Donees shall take (or refrain from taking) all such actions as General Motors may reasonably request as necessary to ensure that General Motors obtains and maintains a private letter ruling from the IRS or an opinion of counsel selected by General Motors (the "Spin-Off Ruling") confirming, in form and substance reasonably satisfactory to General Motors, that no income, gain or loss will be recognized by General Motors, its stockholders or Affiliates on account of a Spin-Off (except to the extent of any additional consideration described in Section 356 of the Code). Without limiting the generality of the foregoing, the Donees shall agree to be bound by such further restrictions on their ability to Transfer the Transferable Securities and to make such further representations and covenants and execute such additional documents, in each case as General Motors may reasonably request as necessary in connection with obtaining the Spin-Off Ruling.
Cooperation and Other Covenants a. You will reasonably cooperate in any investigations and/or litigation regarding events that occurred during your employment with NMG, as provided in Section 12 of the Employment Agreement, and any transitional inquiries that arise following the Separation Date. You will cooperate with NMG with regard to the intellectual property covenants contained in Section 10(b) of the Employment Agreement.
Cooperation and Other Covenants. (a) Each of PFSweb and Daisytek International shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Distribution or the qualification of the Contribution as a D Reorganization.
Cooperation and Other Covenants. (a) Until all restrictions set forth in SECTION 4.2 have expired, Propel shall give Motorola written notice of any intention to effect or permit an action or transaction described in SECTION 4.2 and which is prohibited thereunder. Propel shall give such notice within a period of time reasonably sufficient to enable Motorola to make the determination referred to in SECTION 4.3(b). Each such notice by Propel shall set forth the terms and conditions of the proposed action or transaction, including, without limitation, as applicable, the nature of any related action proposed to be taken by the Board of Directors of Propel, the approximate number of shares of Propel Capital Stock proposed to be transferred or issued, the approximate Value of Propel's assets (or assets of any Propel Affiliates) proposed to be transferred, the proposed timetable for such action or transaction, and the number of shares of Propel Capital Stock otherwise then owned by the other party to the proposed action or transaction, all with sufficient particularity to enable Motorola to make any such required determination. All information provided by Propel to Motorola pursuant to this SECTION 4.3 shall be deemed subject to the confidentiality obligations of Article 5 of the Separation Agreement.
Cooperation and Other Covenants
