Certain Post-Distribution Transactions. (a)(i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, the Corporation 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.
Certain Post-Distribution Transactions. (a) (i) IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to XxXxxxxxx, Will & Xxxxx in connection with the request by IMS for a legal opinion in respect of the Distribution as to certain tax aspects of the Distribution, and (ii) until two years after the Distribution Date, IMS 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.
Certain Post-Distribution Transactions. (a)(i) D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by D&B for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, D&B 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.
Certain Post-Distribution Transactions. Each of Company and Lakes shall, and shall cause each of their respective Subsidiaries to, comply in all material respects with each representation, covenant and statement made, or to be made, to any taxing authority in connection with the IRS Ruling or any other ruling obtained, or to be obtained, by Company and Lakes acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.
Certain Post-Distribution Transactions. (a) (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, the Corporation will cause RHD to 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, will continue to own stock of RHD constituting control (within the meaning of Section 368(c) of the Code) of RHD and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of RHD and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or RHD to be in violation of the active business requirement under the holding company test.
Certain Post-Distribution Transactions. (a) (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of certain internal restructuring transactions related to the Distribution (the "Internal Restructuring Transactions") as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, the Corporation will cause Moody's to 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, will continue to own stock of Moody's constituting control (within the meaning of Section 368(c) of the Code) of Moody's and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of Moody's and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or Moody's to be in violation of the active business requirement under the holding company test.
Certain Post-Distribution Transactions. (a)(i) Neiman Marcus shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by Harcourt General for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, Neiman Marcus 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.
Certain Post-Distribution Transactions. (a) GranCare shall comply with and otherwise not take any action inconsistent with each representation, covenant and statement made, or to be made, to GranCare's tax counsel in connection with such firm's rendering of an opinion to GranCare and SNFCo as to certain tax aspects of the Distribution. (b) SNFCo shall comply with and otherwise not take any action inconsistent with each representation, covenant and statement made, or to be made, to SNFCo's tax counsel in connection with such firm's rendering of an opinion to GranCare and SNFCo as to certain tax aspects of the Distribution. Section 2.11.
Certain Post-Distribution Transactions. Each of Choice -------------------------------------- and Franchising shall, and shall cause each of their respective Subsidiaries to, comply in all material respects with each representation and statement made, or to be made, to any taxing authority in connection with the IRS Ruling or any other ruling obtained, or to be obtained, by Choice and Franchising acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.
Certain Post-Distribution Transactions. (a)(i) -------------------------------------- Florida Progress shall comply, and shall cause each member of the Florida Progress Group to comply, with and otherwise not take action inconsistent with each representation and statement made with respect to Florida Progress or any other member of the Florida Progress Group to the Internal Revenue Service in connection with the request by Florida Progress for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, Florida Progress 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.
