Covenants of Spinco. (a) Without limiting the generality of the provisions of Section 7.1, Spinco, on behalf of itself and its Subsidiaries, agrees and covenants that Spinco and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Spinco’s ceasing to be engaged in the active conduct of the Spinco Business with the result that Spinco is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Spinco) any of Spinco’s outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Spinco that would affect the relative voting rights of separate classes of Spinco’s stock or would convert one class of Spinco’s stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate Spinco, (v) merge Spinco with any other corporation (other than in a transaction that does not affect the relative shareholding of Spinco shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Spinco and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Spinco Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock of Spinco representing a Fifty-Percent Equity Interest in Spinco (as determined for purposes of section 355(e) of the Code), other than a Permitted Acquisition.
Covenants of Spinco. (i) SpinCo and each SpinCo REIT Subsidiary shall take all actions, and refrain from taking all actions, as are necessary to ensure that SpinCo and each SpinCo REIT Subsidiary will qualify for taxation as a REIT for U.S. federal income tax purposes for any and all Straddle Periods.
Covenants of Spinco. Spinco hereby covenants and agrees with Chemesis as follows:
Covenants of Spinco. Spinco hereby covenants and agrees with Entrée that it will:
Covenants of Spinco. (a) SpinCo and the SpinCo Subsidiaries shall report (i) (A) the sale of all of the interests in HCP Mezzanine Lender, LP by HCP, HCP Life Science REIT, Inc., and HCP Life Science Estates, Inc. to QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC, and QCP East HoldCo, LLC and (B) the sale of all of the interests in Healthcare Operations Holdings, LLC by HCP to QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC, and QCP East HoldCo, LLC as taxable sales consistent with the form of such transactions for all Tax purposes, including the reporting of gain or loss attributable to such sales; and (ii) the Distribution as a taxable distribution of SpinCo Common Stock under Section 301 of the Code for all Tax purposes.
Covenants of Spinco. (a) Spinco shall not, and Spinco shall cause each Spinco Group member not to, take any action, or fail or omit to take any action that would (i) cause the Distribution not to have Tax-Free Status, or (ii) cause any representation made in the Ruling Documents to be untrue.
Covenants of Spinco. Spinco covenants and agrees that it will (and will cause each of its Affiliates, as applicable, to):
Covenants of Spinco. (a) SpinCo and the SpinCo Subsidiaries shall report the Transactions for all Tax purposes in all respects consistently with the Tax treatment of the Transactions determined by HCP, in HCP’s sole discretion. For the avoidance of doubt, this covenant includes the reporting of gain or loss attributable to any and all parts of the Transactions for all Tax purposes in all respects.
Covenants of Spinco. (a) Without limiting the generality of the provisions of Section 7.1, Spinco, on behalf of itself and its Subsidiaries, agrees and covenants that Spinco and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Spinco’s ceasing to be engaged in the active conduct of the Spinco Business with the result that Spinco is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Spinco) any of Spinco’s outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Spinco that would affect the relative voting rights of separate classes of Spinco’s stock or would convert one class of Spinco’s stock into another class of its stock,
Covenants of Spinco. (i) Regardless of whether SpinCo elects to be treated as a REIT, SpinCo shall take all actions, and refrain from taking any actions (in each case other than filing, or failing to file, an election to be treated as a REIT), as are necessary to ensure that SpinCo would qualify for taxation as a REIT had it elected to be treated as such for any taxable periods during which any Secured Note remains outstanding.
