No Plan or Intention Clause Samples

The "No Plan or Intention" clause serves to affirm that a party does not currently have any plans or intentions to take a specific action, such as selling, transferring, or otherwise disposing of an asset or interest. In practice, this clause is often used in agreements involving tax matters, mergers, or asset transfers, where one party must confirm that they are not entering into the transaction with a pre-existing plan to immediately resell or change the use of the asset. By including this clause, the parties help ensure compliance with legal or regulatory requirements and prevent misunderstandings about the true purpose of the transaction, thereby reducing the risk of adverse tax consequences or allegations of bad faith.
No Plan or Intention. (a) uBid hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Agreement or in the PWC Opinion to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Distribution. (b) uBid hereby represents and warrants that the Distribution is not part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in uBid or any successor to uBid.
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No Plan or Intention. The Holder has no present plan or intention (a "Plan") to engage in a sale, exchange, transfer, distribution, pledge, disposition, a transaction to reduce the risk of loss (by short sale or otherwise) or any other transaction which would result in a direct or indirect disposition (a "Sale") of, or an interest in, Parent Shares which would have an aggregate fair market value, as of the Effective Time of the Merger, in excess of fifty percent (50%) of the aggregate fair market value, immediately prior to the Merger, of all outstanding shares of the Company Common Stock held by the Holder immediately prior to the Merger. For purposes of this representation, shares of Company Common Stock (or the portion thereof) with respect to which a Sale occurs prior to the Merger shall be considered shares of outstanding Company Common Stock exchanged for Parent Shares in the Merger and then disposed of pursuant to a Plan. The Holder acknowledges that this representation is being given to enable counsel to opine that the Merger constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and further recognizes that significant adverse tax consequences may result if such representation is not true. The Holder understands and agrees that, in connection with the Merger, such Holder will be required to restate the foregoing representation on or about the Effective Time of the Merger.
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No Plan or Intention. To the knowledge of the Company, there is no plan or intention by the Company to sell, exchange, or otherwise dispose of a number of Purchase Price Shares received in the transaction to any person related to Parent that would reduce the Company’s ownership of Parent to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of the assets transferred to Acquiring Corp.
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No Plan or Intention. To the knowledge of the Company, there is no plan or intention by the Company Shareholders to sell, exchange, or otherwise dispose of a number of shares of stock received in the transaction to any person related to Parent that would reduce the shareholders' ownership of Parent to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of all of the formerly outstanding stock of the Company as of the same date. For purposes of this representation, shares of the Company Common Stock exchanged for cash or other property, surrendered by dissenters, or exchanged for cash in lieu of fractional shares of Parent Stock will be treated as outstanding Company Common Stock on the date of the transaction. Moreover, shares of Company Common Stock and shares of Parent Common Stock held by Company shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the transaction will be considered in making this representation.
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Related to No Plan or Intention

  • No Plan Assets Borrower is not an "employee benefit plan," as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a "governmental plan" within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

  • Investment Intention The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • ERISA Plan The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

  • Multiemployer Plan “Multiemployer Plan” shall mean any “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA, which any Seller or any ERISA Affiliate maintains, administers, contributes to or is required to contribute to, or maintained, administered, contributed to or was required to contribute to, or under which any Seller or any ERISA Affiliate has or may have any Liability.

  • Intent (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (b) It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. (c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).