Common use of Qualification as Tax-Free Distribution Clause in Contracts

Qualification as Tax-Free Distribution. After the Distribution Date, -------------------------------------- neither ATL nor SONO will take or allow any of their respective Affiliates to take any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). After the Distribution Date, SONO will not and will not allow any Affiliate of SONO to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to ATL of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit SONO from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. After the Distribution Date, ATL will not and will not allow any Affiliate of ATL to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to SONO of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit ATL from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. Each party represents to the other party that it has no present intention to do or to take any action prohibited by the provisions of this Section. 4.1.

Qualification as Tax-Free Distribution. After the Distribution Date, -------------------------------------- neither ATL nor SONO will take or allow any of their respective Affiliates to take any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). After the Distribution Date, SONO will not and will not allow any Affiliate of SONO to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to ATL of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit SONO from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. After the Distribution Date, ATL will not and will not allow any Affiliate of ATL to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to SONO of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit ATL from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. Each party represents to the other party that it has no present intention to do or to take any action prohibited by the provisions of this Section. 4.1.

Qualification as Tax-Free Distribution. After the Distribution Date, -------------------------------------- neither ATL nor SONO HUS will take or allow any of their respective Affiliates to take any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). After the Distribution Date, SONO HUS will not and will not allow any Affiliate of SONO HUS to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to ATL of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit SONO HUS from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. After the Distribution Date, ATL will not and will not allow any Affiliate of ATL to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to SONO HUS of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit ATL from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. Each party represents to the other party that it has no present intention to do or to take any action prohibited by the provisions of this Section. 4.1.