Covenants of DevCo and SpinCo Sample Clauses

Covenants of DevCo and SpinCo. (i) The Parties agree that: (A) all transaction steps comprising the Restructuring shall, for all Tax purposes in all respects, be treated as specified in the Plan of Restructuring, (B) the DevCo OP Distribution will be treated as a partnership division under Treasury Regulations Section 1.708-1(d), (C) the SpinCo Distribution will be treated as a taxable distribution under Section 301 of the Code and (D) the Parties and their respective Subsidiaries shall report the Restructuring, the DevCo OP Distribution, and the SpinCo Distribution for all Tax purposes in all respects consistently with such treatment, and shall not take any position on any Tax Return that is inconsistent with such treatment.
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Related to Covenants of DevCo and SpinCo

  • COVENANTS OF DEBTOR Debtor hereby covenants and agrees as follows:

  • Covenants of Parent Parent agrees that:

  • Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

  • Covenants of the Company The Company covenants with each Underwriter as follows:

  • Covenants of Contributor Contributor agrees as follows:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Covenants of the Partnership The Partnership covenants with each Underwriter as follows:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

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