Common use of Tax Free Status Clause in Contracts

Tax Free Status. Xxxx Xxx hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the CoffeeCo Contribution, the Distribution and the Debt Exchange to fail to qualify as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, (ii) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement and the other Transaction Agreements, the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or any CoffeeCo Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the CoffeeCo Contribution, the Distribution and the Debt Exchange as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or the tax treatment described in the Tax Opinion of certain aspects of the Internal Reorganization and the CoffeeCo Special Dividend.

Tax Free Status. Xxxx Xxx CoffeeCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the CoffeeCo Contribution, the Distribution and the Debt Exchange to fail to qualify as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, (ii) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement and the other Transaction Agreements, the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or any CoffeeCo Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the CoffeeCo Contribution, the Distribution and the Debt Exchange as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or the tax treatment described in the Tax Opinion of certain aspects of the Internal Reorganization and the CoffeeCo Special Dividend.

Tax Free Status. Xxxx Xxx Sara Lee hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the CoffeeCo Contribution, the Distribution and the Debt Exchange to fail to qualify as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, (ii) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368 of the Code that is Taxable taxable to U.S. stockholders under Section 367 of the Code, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement and the other Transaction Agreements, the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or any CoffeeCo Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the CoffeeCo Contribution, the Distribution and the Debt Exchange as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code that is Taxable taxable to U.S. stockholders under Section 367 of the Code, or the tax treatment described in the Tax Opinion of certain aspects of the Internal Reorganization Restructuring and the CoffeeCo Special Dividend.

Tax Free Status. Xxxx Xxx CoffeeCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the CoffeeCo Contribution, the Distribution and the Debt Exchange to fail to qualify as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, (ii) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368 of the Code that is Taxable taxable to U.S. stockholders under Section 367 of the Code, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement and the other Transaction Agreements, the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or any CoffeeCo Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the CoffeeCo Contribution, the Distribution and the Debt Exchange as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code that is Taxable taxable to U.S. stockholders under Section 367 of the Code, or the tax treatment described in the Tax Opinion of certain aspects of the Internal Reorganization Restructuring and the CoffeeCo Special Dividend.