Common use of SpinCo Covenants Exceptions Clause in Contracts

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.

SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 2.10(b9(b), SPINCO SpinCo and the other members of the SPINCO Companies LW Group may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 2.10(b(b), if either: (i) SPINCO SpinCo notifies LICT ConAgra of its proposal to take such action and SPINCO SpinCo and LICT ConAgra obtain a ruling from the IRS to the effect that such action will not affect the Intended Tax-Free StatusTreatment, provided that SPINCO SpinCo agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further that the SPINCO Companies LW Group shall not be relieved of any Liability liability under Section 2.2(b11(a) of this Agreement by reason of seeking or having obtained such a ruling; or (ii) SPINCO SpinCo notifies LICT ConAgra 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 ConAgra in its sole discretion, (B) on which LICT ConAgra may rely and (C) to the effect that such action “will” not affect the Intended Tax-Free StatusTreatment, provided further that the SPINCO Companies LW Group shall not be relieved of any Liability liability under Section 2.2(b11(a) of this Agreement by reason of having obtained such an opinion.