Common use of SpinCo Covenants Exceptions Clause in Contracts

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.

SpinCo Covenants Exceptions. Notwithstanding the provisions of Section 9(b), SpinCo and the other members of the SpinCo LW Group may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 9(b(b), if, prior to taking such action, if either: (i) SpinCo notifies Parent ConAgra of its proposal to take such action and SpinCo and Parent ConAgra obtain a ruling from the IRS to the effect that such action will not affect the Intended Tax Tax-Free Treatment, provided that SpinCo agrees in writing to bear any expenses associated with obtaining such a rulingruling and, and provided further that the SpinCo LW 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 ConAgra of its proposal to take such action and delivers to Parent obtains an unqualified opinion of counsel (A) from a Tax advisor recognized as an expert in federal income Tax matters, (B) matters and acceptable to Parent ConAgra in its sole discretion, (CB) on which Parent ConAgra may rely and (DC) to the effect that such action “will” not affect the Intended Tax Tax-Free Treatment, provided further that the SpinCo LW Group shall not be relieved of any liability under Section 11(a) of this Agreement by reason of having obtained such an opinion.