Inconsistent Actions. Each party to this Agreement agrees (i) to, and to cause each of the relevant members of its Tax Group to, report the Distribution as a transaction described in Section 368(a)(1)(D) of the Code on all Tax Returns and other filings, (ii) to use its best efforts to ensure that the Distribution receives such treatment for U.S. federal Tax purposes and (iii) that, unless it has obtained the prior written consent of the other party, it (and the members of its Tax Group) shall not take any action inconsistent with, or fail to take any action required by, the Transaction Agreements.
Inconsistent Actions. (a) The Company shall not grant to any other Person the right to include securities in any Required Registration Statement, other than such rights granted in this Agreement.
Inconsistent Actions. Once the FCC Application has been filed and for so long as it is pending, neither Palm Beach I nor ION shall take any action that could reasonably be expected to delay or hinder the grant of the FCC Application.
Inconsistent Actions. Each party hereto agrees to, and to cause each of its Affiliates to, (a) report the Alpha Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, the Alpha Contribution followed by the Share Distribution as a tax-free reorganization within the meaning of Section 368(a)(1)(D) of the Code, and the Share Distribution as a distribution qualifying for nonrecognition under Sections 355(a) and 361(c) of the Code on all Tax Returns and other filings, (b) comply with and take no action inconsistent with the representations and covenants provided to the IRS in connection with obtaining the Private Letter Ruling, and (c) for the Restricted Period, not fail to be engaged in the conduct of the active trade or businesses relied upon for purposes of satisfying the requirements of Section 355(b) of the Code for purposes of the Private Letter Ruling. For all Post-Distribution Periods, each party to this Agreement agrees to, and to cause each of its Affiliates to, in the absence of a controlling change in Applicable Laws or circumstances, report on all Tax Returns the Tax consequences of the transactions undertaken pursuant to the Transaction Agreements in accordance with the positions taken with respect to such transactions to the extent reported on Covered Group Returns filed in respect of such transactions.
Inconsistent Actions. Once the FCC Application has been filed, and for so long as it is pending, neither the Investor nor CM shall take any action that could reasonably be expected to delay or hinder the grant of the FCC Application.
Inconsistent Actions. Newmark shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements or any Representation Letter. Newmark shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status of the Contribution and Distribution or the Partnership Division Treatment of the Partnership Divisions.
Inconsistent Actions. Once the FCC Application has been filed, and for so long as it is pending, none of NBCU, CIG nor any of their respective Affiliates shall take any action that could reasonably be expected to delay or hinder the grant of the FCC Application.
Inconsistent Actions. Each Holder agrees, while this Agreement is in effect, not to take or agree or commit to take any action that would make any representation and warranty of the Holders contained in this Agreement inaccurate or have the effect of preventing or disabling the Holders from performing its obligations under this Agreement.
Inconsistent Actions. SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Ruling Request, any Representation Letter, any Tax Opinions/Ruling, this Agreement, the Separation and Distribution Agreement or any of the Ancillary Agreements. SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).
Inconsistent Actions. Each party to this Agreement agrees (i) to, and to cause each of the relevant members of its Tax Group to, report the Distribution as a spin-off under Section 355 of the Code and the Merger as a reorganization described in Section 368 of the Code on all Tax Returns and other filings, (ii) to use its best efforts to ensure that the Distribution and the Merger receive such treatment for U.S. federal Income Tax purposes and (iii) that, unless it has obtained the prior written consent of the other party, it (and the members of its Tax Group) shall not take any action inconsistent with, or fail to take any action required by, the Transaction Agreements and the Merger Agreement. For all Post-Distribution Taxable Periods, each party to this Agreement agrees to, and to cause each of the relevant members of its Tax Group to, in the absence of a controlling change in law or circumstances, report on all Tax Returns the tax consequences of the transactions undertaken pursuant to the Transaction Agreements and the Merger Agreement in accordance with the positions taken with respect to such transactions to the extent reported on Tax Returns filed with respect to all Pre-Distribution Taxable Periods and Straddle Periods in respect of such transactions.
