Common use of Restrictions on Parent Clause in Contracts

Restrictions on Parent. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent 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 this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements or any Representation Letters. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent 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.

Restrictions on Parent. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent 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, material information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the other Ancillary Agreements or Agreements, any Representation Letters, or the Tax Opinion. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action which prevents or could reasonably be expected to prevent (Ai) the Tax-Free Status, Status or (Bii) any other transaction contemplated by Separation Transaction from having the Separation and Distribution Agreement which is intended by tax treatment described in the parties to be tax-free from so qualifyingTax Opinion.