Spinco Covenants Sample Clauses

Spinco Covenants. Spinco shall not take or fail to take (or cause or permit any of its subsidiaries to take or fail to take) any action if (i) such action or omission is outside the ordinary course of business operations and would adversely affect or could reasonably be expected to adversely affect the Tax-Free Status of the Contribution, the Spinco Cash Distribution, the Pluto Cash Distribution, the Distribution or the transactions described in Schedule A, (ii) such action or omission could reasonably be expected to be inconsistent with any Specified Post-Distribution Matter or (iii) such action or omission could reasonably be expected to be inconsistent with any Tax Grant, except, in each case, as otherwise expressly required or expressly permitted by this Agreement, the Business Combination Agreement, the Separation and Distribution Agreement or any Ancillary Agreement.
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Spinco Covenants. To assure the performance of the obligations of Spinco under this Agreement, Spinco hereby covenants and agrees that it will not, and will cause its Subsidiaries to not, merge, convert into another entity, engage in a share exchange for a majority of its shares, liquidate or transfer, assign or otherwise convey or allocate, directly or indirectly, in one or more transactions, whether or not related, a majority of Spinco's assets (determined in good faith by a board resolution prior to the transaction on a fair value and consolidated basis) to any Person unless the acquiring Person expressly assumes the obligations of Spinco hereunder, (ii) executes and delivers to GulfMark and EVI an agreement agreeing to be bound by each and every provision of this Agreement as if it were Spinco and (iii) has a net worth on a pro forma basis after giving effect to the acquisition or business combination equal to or greater than that of Spinco (on a consolidated basis).
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Spinco Covenants. Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, SpinCo (on behalf of itself and its Affiliates) hereby covenants and agrees that (i) none of SpinCo or any of its Affiliates will take or permit to be taken any action at any time that reasonably would be expected to jeopardize the Contribution Tax Treatment, the Redemption Tax Treatment or both, or (ii) in preparing the Final Income Tax Returns for the Pre-Spin Group, DG may request an election to be made pursuant to Treasury Regulation 1.1502-36(d)(6), and SpinCo shall give reasonable consideration to such request.
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Spinco Covenants. Spinco shall, and shall cause its Subsidiaries that are the principal obligors under the Spinco Bonds to:
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Spinco Covenants. Spinco hereby covenants and agrees with Parent that:
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Spinco Covenants 
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Related to Spinco Covenants

  • Parent Covenants The Parent will:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

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