Common use of Certain Post-Distribution Transactions Clause in Contracts

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) 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 34 29 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.