Common use of No Inconsistent Actions Clause in Contracts

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing:

Appears in 5 contracts

Samples: Tax Sharing Agreement (Tenneco Automotive Inc), Tenneco Distribution Agreement (Tenneco Packaging Inc), Distribution Agreement (Tenneco Packaging Inc)

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No Inconsistent Actions. Each of the Companies and the Acquiror covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or in the Tax Opinion (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or the Acquiror (the "Requesting Party"), each of the other party parties (the "Requested PartyParties") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party Parties (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing:.

Appears in 4 contracts

Samples: Tax Sharing Agreement (Newport News Shipbuilding Inc), Tax Sharing Agreement (Tenneco Inc /De), Tax Sharing Agreement (Newport News Shipbuilding Inc)

No Inconsistent Actions. Each of the Companies and the Acquiror covenants and agrees that it will not take any action, and it will cause its Affiliates Subsidiaries to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as Transaction contemplated in the Ruling Request Tax Opinion (any such action act or failure to act is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or the Acquiror (the "Requesting Party"), each of the other party parties (the "Requested PartyParties") shall grant its consent to such Prohibited Action if the Requesting Party either obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority or an opinion of independent tax counsel with respect to the Prohibited Action that is reasonably satisfactory to each of the Requested Party Parties (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect affect upon such Requested Party). Without limiting the foregoing:

Appears in 3 contracts

Samples: Tax Sharing Agreement (Pg&e Corp), Sharing Agreement (Valero Energy Corp), The Merger Agreement (Valero Refining & Marketing Co)

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing:

Appears in 1 contract

Samples: Distribution Agreement (Pactiv Corp)

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No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions Distribution as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing:

Appears in 1 contract

Samples: Indemnification and Allocation Agreement (Republic Services Inc)

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