Restrictions on Corner Store. (a) Corner Store agrees that it will not take or fail to take, or permit any Corner Store Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in any Representation Letters or Tax Opinions/Rulings. Corner Store agrees that it will not take or fail to take, or permit any Corner Store Affiliate, to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status, or (B) any transaction contemplated by the Separation and Distribution Agreement which is intended by the parties to be tax-free (including, but not limited to, those transactions listed on Schedule 7.02(a), as such Schedule 7.02(a) may be amended by mutual agreement by the Companies prior to the Distribution Date) from so qualifying, including, in the case of Corner Store, issuing any Corner Store Capital Stock that would prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)
