Common use of Fuels Clause in Contracts

Fuels. Fuels hereby represents and warrants or covenants and agrees, as appropriate, that: (i) it has examined (A) the Opinion, (B) the Tax Representation Letter, and (C) any other materials delivered or deliverable by Tech or Fuels in connection with the rendering by Counsel of the Opinion (all of the foregoing, collectively, the “Tax Materials”); (ii) the facts presented and the representations made therein, to the extent descriptive of the Fuels Group (including the business purposes for the Distribution as described in the Opinion and the other Tax Materials to the extent that they relate to the Fuels Group and the plans, proposals, intentions and policies of the Fuels Group), are, or will be from the time presented or made through and including the Distribution Date and thereafter as relevant, true, correct and complete in all respects; it knows of no fact (after due inquiry) that may negate the Tax-Free Status of the Transactions; and (iii) neither it, nor any of its Subsidiaries, has any plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

Appears in 2 contracts

Sources: Tax Sharing Agreement (Taronis Fuels, Inc.), Tax Sharing Agreement (Taronis Fuels, Inc.)