No Inconsistent Plan or Intent. Controlled Co. and Distributing Co. each represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Letter Ruling or Ruling Request. Regardless of any change in circumstances, Controlled Co. and Distributing Co. each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the expiration of the applicable statute of limitation period for the assessment of Tax for the Tax period in which the Distribution Closing Date occurs other than as permitted in this Section 11.
No Inconsistent Plan or Intent. Each of the Companies represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, each of the Companies covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 11.
No Inconsistent Plan or Intent. Each of the Companies represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the IRS Private Letter Ruling.
No Inconsistent Plan or Intent. Each of A.T. Xxxxxx and New Fluor hereby represents and warrants to the other that:
(i) neither it nor any member of its Group (which, in the case of New Fluor, includes Parent through the Distribution Date) has taken, and as of the Distribution Date neither it nor any member of its Group (which, in the case of New Fluor, includes Parent through the Distribution Date) has a plan or intention to take, any action that would result in any Tax liability being imposed with respect to the Distribution pursuant to the application of the provisions of Code Section 355(e); and
(ii) neither it nor any member of its Group (which, in the case of New Fluor, includes Parent through the Distribution Date) has taken, nor as of the Distribution Date has any plan or intention to take, any other action which is inconsistent with any material factual statements or representations in the Ruling Request.
No Inconsistent Plan or Intent. Each of the Companies represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the IRS Private Letter Ruling or the Tax Opinion. Regardless of any change in circumstances, each of the Companies covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the second anniversary of the Distribution Date other than as permitted in this Section 9.
No Inconsistent Plan or Intent. Each of ATN and ECI represents and warrants that it shall, and shall cause each of its Affiliates to, comply with each factual statement and representation in the Ruling Request, and that neither it nor any of its Affiliates has any plan or intent to take any Specified Action or any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, each of ATN and ECI covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such Specified Action or inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Closing Date other than as permitted in this Section 10.
No Inconsistent Plan or Intent. Chicago Title represents and warrants that neither Chicago Title nor any of the members of the Chicago Title Group has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Chicago Title covenants and agrees that Chicago Title will not take, and it will cause the members of the Chicago Title Group to refrain from taking, any such inconsistent action on or before the second anniversary of the Chicago Title Distribution Date, other than as permitted in this Section 9.
No Inconsistent Plan or Intent. Each of the Companies represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Application for Ruling, and, in the event a Tax Opinion Submission is made, each of the Companies represents and warrants that neither it nor any of its Affiliates will form any plan or take any action which is inconsistent with any factual statements or representations in such Tax Opinion Submission. Regardless of any change in circumstances, each of the Companies covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the second anniversary of the Distribution Date other than as permitted in this Section 9.
No Inconsistent Plan or Intent. Iteris represents and warrants that neither Iteris nor any of the members of the Iteris Group has any plan or intent to take any action which is inconsistent with any factual statements or representations in the IRS Ruling . Regardless of any change in circumstances, Iteris covenants and agrees that Iteris will not take, and it will cause the members of the Iteris Group to refrain from taking, any such inconsistent action on or before the second anniversary of the Distribution, other than as permitted in this Article 5.
No Inconsistent Plan or Intent. Controlled Co. and Distributing Co. each represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Controlled Co. and Distributing Co. each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 11.
