Hewlett-Packard Representations Sample Clauses

Hewlett-Packard Representations. Hewlett-Packard, for itself and ------------------------------- the Hewlett-Packard Affiliates, hereby represents, warrants and covenants that: (1) Hewlett-Packard has reviewed the information and representations made in the Ruling Documents submitted to the Service prior to the date of this Agreement (and any Supplemental Ruling Documents), and, to its knowledge, all of such information or representations that relate to Hewlett- Packard or any Hewlett-Packard Affiliate, or the business or operations of either, are true, correct and complete. (2) Hewlett-Packard will not, and will cause each Hewlett- Packard Affiliate not to, take any action, or fail or omit to take any action, that would cause any of the information or representations made in the Ruling Documents or Supplemental Ruling Documents to be untrue, regardless of whether such information or representations were included in the Initial Private Letter Ruling (or any Supplemental Ruling). (3) Neither Hewlett-Packard nor any Hewlett-Packard Affiliate will, directly or indirectly, during the Restriction Period: (1) enter into, or otherwise be a party to, any transaction or arrangement (including, without limitation, stock issuances, stock acquisitions, and transactions involving the stock or substantially all of the assets of Hewlett-Packard or any Hewlett-Packard Affiliate) pursuant to which one or more persons acquire stock of Hewlett-Packard or any Hewlett- Packard Affiliate representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code that would cause Section 355(e) of the Code to apply to any Applicable Spinoff; or (2) take or fail to take any other action (including, without limitation, any cessation, transfer to affiliates or disposition of its active trade or business, and certain reacquisitions of its stock and payments of extraordinary dividends to its shareholders) that would cause any Applicable Spinoff to fail to qualify for nonrecognition of gain or loss under the Code. (4) Hewlett-Packard recognizes that any failure by it or any Hewlett-Packard Affiliate to comply with their obligations under this Section 5.3 may result in Additional Restructuring Taxes which could cause irreparable harm to Agilent, the Agilent Affiliates and their stockholders, and that such persons may be inadequately compensated by monetary damages for such failure. Accordingly, if (1) Hewlett-Packard or any Hewlett-Packard Affiliate shall fail to comply with any obligation unde...