Common use of Plan or Series of Related Transactions Clause in Contracts

Plan or Series of Related Transactions. (A) Ensign hereby represents and warrants that, to the knowledge of Ensign and the management of Ensign, neither the Distribution nor any related transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire directly or indirectly stock representing a fifty-percent or greater interest (within the meaning of Sections 355(d) and (e) of the Code) in Ensign or any successor to Ensign. (B) Ensign has no plan or intention to participate in, facilitate, undertake or otherwise permit any acquisition of Ensign after the Distribution pursuant to which a direct or indirect acquisition of stock of Ensign would occur, which would result in a direct or indirect acquisition of stock representing a 50 percent or greater interest (within the meaning of Sections 355(d) and 355(e) of the Code) in Ensign or any successor to Ensign. (C) Ensign and its Affiliates have no plan or intention to redeem, purchase or otherwise acquire more than 20% of Ensign’s capital stock in one or more transactions following the Distribution Date. (D) Ensign and its Affiliates have no plan or intention to (i) sell, exchange, distribute or otherwise dispose of, directly or indirectly, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon, including in the Tax Opinion, to satisfy Section 355(b) of the Code; (ii) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon, including in the Tax Opinion, to satisfy Section 355(b) of the Code, or (iii) cause the occurrence of any restructuring pursuant to which Ensign ceases to be treated as conducting the trade or businesses relied upon, including in the Tax Opinion, to satisfy Section 355(b) of the Code.

Plan or Series of Related Transactions. (A) Ensign PropCo hereby represents and warrants that, to the knowledge of Ensign PropCo and the management of EnsignPropCo, neither the Distribution nor any related transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire directly or indirectly stock representing a fifty-percent or greater interest (within the meaning of Sections 355(d) and (e) of the Code) in Ensign PropCo or any successor to EnsignPropCo. (B) Ensign PropCo has no plan or intention to participate in, facilitate, undertake undertake, or otherwise permit any acquisition of Ensign PropCo after the Distribution pursuant to which a direct or indirect acquisition of stock of Ensign PropCo would occur, which would result in a direct or indirect acquisition of stock representing a 50 percent or greater interest (within the meaning of Sections 355(d) and 355(e) of the Code) in Ensign PropCo or any successor to EnsignPropCo. (C) Ensign PropCo and its Affiliates have no plan or intention to redeem, purchase purchase, or otherwise acquire reacquire more than 20% of Ensign’s the capital stock of PropCo in one or more transactions following the Distribution DateEffective Time. (D) Ensign PropCo and its Affiliates have no plan or intention to (i) sell, exchange, distribute distribute, or otherwise dispose of, directly or indirectly, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code; (ii) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code, ; or (iii) cause the occurrence of any restructuring pursuant to which Ensign PropCo ceases to be treated as conducting the trade or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code.

Plan or Series of Related Transactions. (A) Ensign hereby represents and warrants that, to the knowledge of Ensign and the management of Ensign, neither the Distribution nor any related transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire directly or indirectly stock representing a fifty-percent or greater interest (within the meaning of Sections 355(d) and (e) of the Code) in Ensign or any successor to Ensign. (B) Ensign has no plan or intention to participate in, facilitate, undertake or otherwise permit any acquisition of Ensign after the Distribution pursuant to which a direct or indirect acquisition of stock of Ensign would occur, which would result in a direct or indirect acquisition of stock representing a 50 percent or greater interest (within the meaning of Sections 355(d) and 355(e) of the Code) in Ensign or any successor to Ensign. (C) Ensign and its Affiliates have no plan or intention to redeem, purchase or otherwise acquire more than 20% of Ensign’s capital stock in one or more transactions following the Distribution DateEffective Time. (D) Ensign and its Affiliates have no plan or intention to (i) sell, exchange, distribute or otherwise dispose of, directly or indirectly, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code; (ii) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling to satisfy Section 355(b) of the Code, or (iii) cause the occurrence of any restructuring pursuant to which Ensign ceases to be treated as conducting the trade or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code.

Plan or Series of Related Transactions. (A) Ensign hereby represents and warrants that, to the knowledge of Ensign and the management of Ensign, neither the Distribution nor any related transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire directly or indirectly stock representing a fifty-percent or greater interest (within the meaning of Sections 355(d) and (e) of the Code) in Ensign or any successor to Ensign. (B) Ensign has no plan or intention to participate in, facilitate, undertake or otherwise permit any acquisition of Ensign after the Distribution pursuant to which a direct or indirect acquisition of stock of Ensign would occur, which would result in a direct or indirect acquisition of stock representing a 50 percent or greater interest (within the meaning of Sections 355(d) and 355(e) of the Code) in Ensign or any successor to Ensign. (C) Ensign and its Affiliates have no plan or intention to redeem, purchase or otherwise acquire more than 20% of Ensign’s capital stock in one or more transactions following the Distribution Date. (D) Ensign and its Affiliates have no plan or intention to (i) sell, exchange, distribute or otherwise dispose of, directly or indirectly, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code; (ii) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling to satisfy Section 355(b) of the Code, or (iii) cause the occurrence of any restructuring pursuant to which Ensign ceases to be treated as conducting the trade or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code.

Plan or Series of Related Transactions. (A) Ensign PropCo hereby represents and warrants that, to the knowledge of Ensign PropCo and the management of EnsignPropCo, neither the Distribution nor any related transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire directly or indirectly stock representing a fifty-percent or greater interest (within the meaning of Sections 355(d) and (e) of the Code) in Ensign PropCo or any successor to EnsignPropCo. (B) Ensign PropCo has no plan or intention to participate in, facilitate, undertake undertake, or otherwise permit any acquisition of Ensign PropCo after the Distribution pursuant to which a direct or indirect acquisition of stock of Ensign PropCo would occur, which would result in a direct or indirect acquisition of stock representing a 50 percent or greater interest (within the meaning of Sections 355(d) and 355(e) of the Code) in Ensign PropCo or any successor to EnsignPropCo. (C) Ensign PropCo and its Affiliates have no plan or intention to redeem, purchase purchase, or otherwise acquire reacquire more than 20% of Ensign’s the capital stock of PropCo in one or more transactions following the Distribution Date. (D) Ensign PropCo and its Affiliates have no plan or intention to (i) sell, exchange, distribute distribute, or otherwise dispose of, directly or indirectly, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code; (ii) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code, ; or (iii) cause the occurrence of any restructuring pursuant to which Ensign PropCo ceases to be treated as conducting the trade or businesses relied upon, including upon in the Tax Opinion, Ruling or Tax Opinions to satisfy Section 355(b) of the Code.