Certain Post Distribution Actions Clause Samples

Certain Post Distribution Actions. (i) ITT shall comply with and otherwise not take any action inconsistent with any representation or statement made, or to be made, by or on behalf of any member of the ITT Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of the General Contribution, Merger and Distributions. (ii) Until two years after the Distribution Date, ITT will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (iii) ITT shall timely file all notices required to be filed with respect to gain recognition agreements entered into by ITT, ITT Industries or any member of either of their respective affiliated groups pursuant to 10 82 Section 367 of the Code with respect to transactions occurring prior to the Distribution Date. In addition, not later than March 1 following the end of each taxable year, ITT shall furnish to the Tax Administrator and to the Director of Taxes of ITT Industries a letter stating that (A) none of the companies nor the assets of the companies that are subject to a gain recognition agreement described in the preceding sentence have been sold or otherwise disposed of during the period set forth in the relevant gain recognition agreement (taking into account any extensions) and (B) none of those companies has entered into any other transaction that would trigger any of those gain recognition agreements. (b) (i) Destinations shall comply with and otherwise not take action inconsistent with each representation and statement made, or to be made, by or on behalf of any member of the Destinations Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of the General Contribution, Merger and Distributions. (ii) Until two years after the Distribution Date, Destinations will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) (i) ESI shall comply with and otherwise not take action inconsistent with each representation and statement made, or to be made, by or on behalf of any member of the ESI Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of ...