SpinCo Covenants Exceptions Sample Clauses

SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 9(b), SpinCo and the other members of the SpinCo Group may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 9(b), if, prior to taking such action, either: (i) SpinCo notifies Parent of its proposal to take such action and SpinCo and Parent obtain a ruling from the IRS to the effect that such action will not affect the Intended Tax Treatment, provided that SpinCo agrees in writing to bear any expenses associated with obtaining such a ruling, and provided further that the SpinCo Group shall not be relieved of any liability under Section 11(a) of this Agreement by reason of seeking or having obtained such a ruling; or (ii) SpinCo notifies Parent of its proposal to take such action and delivers to Parent an unqualified opinion of counsel (A) from a Tax advisor recognized as an expert in federal income Tax matters, (B) acceptable to Parent in its sole discretion, (C) on which Parent may rely and (D) to the effect that such action “will” not affect the Intended Tax Treatment, provided that the SpinCo Group shall not be relieved of any liability under Section 11(a) of this Agreement by reason of having obtained such an opinion.
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SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 10(b), Spinco, RMT Parent and the other members of their respective Groups may:
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SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 6(b), SpinCo and the other SpinCo Parties may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 6(b), if prior to taking any such actions, SpinCo shall (1) have received a favorable private letter ruling from the IRS, or a ruling from another Tax Authority that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate (a “Post-Distribution Ruling”), in form and substance satisfactory to Jefferies in its discretion, which discretion shall be reasonably exercised in good faith to prevent the imposition on Jefferies, or responsibility for payment by Jefferies, of Distribution Taxes (which discretion shall include consideration of the reasonableness of any representations made in connection with such Post-Distribution Ruling) or (2) have received an Unqualified Tax Opinion, taking into account such actions and any other relevant transactions in the aggregate, in form and substance satisfactory to Jefferies (including any representations or assumptions that may be included in such Unqualified Tax Opinion), acting reasonably and in good faith solely to prevent the imposition on Jefferies, or responsibility for payment by Jefferies, of Distribution Taxes. SpinCo shall provide a copy of the Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraph to Jefferies as soon as practicable prior to taking or failing to take any action set forth in the foregoing clause (b). Xxxxxxxxx’x evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. SpinCo shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse Jefferies for all reasonable out-of-pocket costs and expenses that Jefferies may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion. SpinCo shall not be relieved of any liability under Section 8 of this Agreement by reason of having obtained such a Post-Distribution Ruling or Unqualified Tax Opinion.
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SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 2.10(b), SPINCO and the other members of the SPINCO Companies may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 2.10(b), if either: (i) SPINCO notifies LICT of its proposal to take such action and SPINCO and LICT obtain a ruling from the IRS to the effect that such action will not affect the Tax-Free Status, provided that SPINCO agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further that the SPINCO Companies shall not be relieved of any Liability under Section 2.2(b) of this Agreement by reason of seeking or having obtained such a ruling; or (ii) SPINCO notifies LICT of its proposal to take such action and obtains an unqualified opinion of counsel (A) from a Tax advisor recognized as an expert in federal income Tax matters and acceptable to LICT in its sole discretion, (B) on which LICT may rely and (C) to the effect that such action “will” not affect the Tax-Free Status, provided that the SPINCO Companies shall not be relieved of any Liability under Section 2.2(b) of this Agreement by reason of having obtained such an opinion.
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Related to SpinCo Covenants Exceptions

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • COMPANY'S NEGATIVE COVENANTS Company covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Company shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

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

  • SURVIVAL OF COVENANTS, ETC All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • 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:

  • Affirmative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that:

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