Common use of Representations and Warranties of Marathon Clause in Contracts

Representations and Warranties of Marathon. Marathon represents and warrants to Ashland and New Ashland Inc. that, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date: (a) It knows of no fact that could reasonably be expected to cause any representation, warranty or other statement contained in the Tax Ruling Request, the Tax Ruling, a Tax Certificate or the Tax Opinion to be incorrect (including by omission of a material fact). (b) No current member of the Marathon Group has any current plan or intention to take any action, or fail to take any action, that would be inconsistent with any representation, warranty or other statement made by, or that relates primarily to, any member of the Marathon Group and is contained in the Tax Ruling Request, the Tax Ruling, a Tax Certificate or the Tax Opinion. (c) For the two-year period following the Transactions, Marathon intends to continue the active conduct of the Acquired Businesses, independently and, except as described in the Tax Ruling Request, with their separate officers, directors and employees, and Marathon does not plan any substantial reduction in business activity for the Acquired Businesses during such period.