Tax Free Status. Spinco 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 Contribution and/or the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Agreement, the Separation Agreement, the Tax Ruling, the Tax Opinion, or the Spinco Representation Letter to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Contribution and/or the Distribution.
Appears in 3 contracts
Samples: Tax Sharing Agreement (John Bean Technologies CORP), Tax Sharing Agreement (FMC Technologies Inc), Tax Sharing Agreement (John Bean Technologies CORP)
Tax Free Status. Spinco SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, action or knows of any circumstance, that could reasonably be expected to (iA) cause the Contribution and/or the Distribution Spin-Off Transactions not to have Tax-Free Status or (iiB) cause any representation or factual statement made in this Agreement, the Separation Agreement, the Tax RulingPrivate Letter Ruling Documents, the Tax Opinion, Opinion Documents or any of the Spinco Representation Letter Ancillary Agreements to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Contribution and/or the Distributionuntrue.
Appears in 2 contracts
Samples: Tax Sharing Agreement (TripAdvisor, Inc.), Tax Sharing Agreement (Expedia, Inc.)
Tax Free Status. Spinco SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, action or knows of any circumstance, that could reasonably be expected to (iA) cause any of the Contribution and/or the Distribution Spin-Off-Related Transactions not to have Tax-Free Status or (iiB) cause any representation or factual statement made in this Agreement, the Separation Agreement, the Tax Ruling, Opinion Documents or any of the Tax Opinion, or the Spinco Representation Letter Ancillary Agreements to be untrue in a manner that would have an adverse effect on the Tax-Free Status of any of the Contribution and/or the DistributionSpin-Off-Related Transactions.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Expedia, Inc.), Tax Sharing Agreement (Iac/Interactivecorp)
