Restrictions on Distributing Clause Samples
The 'Restrictions on Distributing' clause defines the limitations placed on a party's ability to share, transfer, or disseminate certain materials, products, or information covered by the agreement. Typically, this clause specifies what content cannot be distributed, to whom distribution is prohibited (such as third parties or the public), and under what circumstances, if any, distribution may be permitted (for example, with prior written consent). Its core practical function is to protect proprietary or sensitive materials from unauthorized sharing, thereby safeguarding the interests and intellectual property of the disclosing party.
Restrictions on Distributing. Distributing agrees that it will not take or fail to take, or permit any member of the Distributing Group 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. Distributing agrees that it will not take or fail to take, or permit any member of the Distributing Group 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 other transaction contemplated by the Separation and Distribution Agreement which is intended by the parties to be tax-free from so qualifying; provided, however, that this Section 7.03 shall not be construed as obligating Distributing to consummate the Distribution without the satisfaction or waiver of all conditions set forth in Section 4.3 of the Separation and Distribution Agreement nor shall it be construed as preventing Distributing from terminating the Separation and Distribution Agreement pursuant to Article XI thereof.