Common use of Excel Clause in Contracts

Excel. (i) Excel shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by Excel, EDV and Legacy acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement, and (ii) until the second anniversary of the Distribution Date, Excel shall not (A) make a material disposition, by means of a sale or exchange of assets or capital stock, a distribution to stockholders or otherwise, of any substantial portion of its assets (other than the Legacy Assets), (B) repurchase or issue any capital stock of Excel (other than stock issued pursuant to employee plans), or (C) cease the active conduct of a material portion of its business independently, with its own employees and without material change, unless, in each of cases (A), (B) and (C), in the opinion of counsel to Excel, which opinion shall be reasonably satisfactory to Legacy, or pursuant to a favorable supplemental ruling letter reasonably satisfactory to Legacy, such act or omission would not adversely affect the tax consequences of the Distribution to Legacy or the stockholders of Legacy, as set forth in any ruling issued by any taxing authority.