Common use of No Inconsistent Actions Clause in Contracts

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 10 as a "Tainting Act"), unless (i) the Company or Affiliate thereof proposing such Tainting Act (the "Requesting Party") either (A) obtains a ruling with respect to the Tainting Act from the IRS or other applicable Tax Authority that is reasonably satisfactory to each other Company (the "Requested Parties") (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing:

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 10 11 as a "Tainting ActProhibited 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 (i) the which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or Affiliate thereof proposing such Tainting Act (the "Requesting Party"), the other party (the "Requested Party") either (A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Tainting Act Prohibited Action from the IRS Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each other Company (of the "Requested Parties") Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies Acquiror covenants and agrees that it will not take or permit any action, and it will cause its Affiliates Subsidiaries to refrain from taking or permitting any action, which may be is inconsistent with the Tax treatment of the Transactions as Transaction contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction Opinion (any such action act or failure to act is referred to in this Section 10 11 as a "Tainting ActProhibited 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 (i) the which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or Affiliate thereof proposing such Tainting Act the Acquiror (the "Requesting Party") either (A) obtains a ruling with respect to ), each of the Tainting Act from the IRS or other applicable Tax Authority that is reasonably satisfactory to each other Company parties (the "Requested Parties") shall grant its consent to such Prohibited Action if the Requesting Party either obtains a ruling 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 Parties (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines in good faith that filing such request might have a materially adverse effect affect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: (i) Refining represents and warrants that neither it nor any of its Subsidiaries nor, to the best knowledge of Refining, any other person or entity, has any plan or intent to take any action which is inconsistent with any factual statements or representations made in connection with the Tax Opinion. Regardless of any change in circumstances, Refining covenants and agrees that it will not take, and it will cause its Subsidiaries to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Time of Distribution other than as permitted in this Section 11. For purposes of applying this Section 11 to any such inconsistent action prior to the Effective Time, the members of the Valero Group shall be treated as Subsidiaries of Refining. (ii) Acquiror represents and warrants that neither it nor any of its Subsidiaries has any plan or intent to take any action which is inconsistent with any factual statements or representations made in connection with the Tax Opinion. Regardless of any change in circumstances, Acquiror covenants and agrees that it will not take, and it will cause Valero and the other Subsidiaries of Acquiror to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Time of Distribution other than as permitted in this Section 11.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 10 11 as a "Tainting ActProhibited 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 (i) the which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or Affiliate thereof proposing such Tainting Act (the "Requesting Party"), the other party (the "Requested Party") either (A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Tainting Act Prohibited Action from the IRS Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each other Company (of the "Requested Parties") Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: ▇. ▇o Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 10 11 as a "Tainting ActProhibited 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 (i) the which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or Affiliate thereof proposing such Tainting Act (the "Requesting Party"), the other party (the "Requested Party") either (A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Tainting Act Prohibited Action from the IRS Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each other Company (of the "Requested Parties") Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. TENNECO DISTRIBUTION AGREEMENT H-28 124 (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. Seller and its Affiliates will not take any action that will impede in any way the permitting, licensing, operation or divestiture of the Transferred Assets. From and after the date hereof until the Closing Date, Seller shall not, nor will it permit Newco or the Contributing Entity to, (i) take any action inconsistent with the transactions contemplated by this Agreement; (ii) sell, assign, gift, convey or otherwise transfer, or subject to any lien or security interest or otherwise encumber the Transferred Assets or the Newco Membership Interest except as contemplated hereunder; or (iii) operate the Business not in the ordinary course consistent with past practices. The Seller will, unless otherwise consented to in writing by Purchaser (which consent will not be unreasonably withheld, conditioned or delayed): (a) Each Proceed with planned capital expenditures for the Business as provided in the Preservation of Assets Order; (b) Reasonably consider taking any actions reasonably requested by Purchaser in preparation for post-closing operations of the Companies covenants Business and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 Transferred Assets so long as such actions do not adversely interfere with the ongoing operations of the Code. Each Business or the Transferred Assets, do not conflict with or violate the Governing Regulatory documents, and are not reasonably expected to expose the Seller, Contributing Entity or Newco to significant liability or expense; (c) Promptly deliver to the Purchaser copies of all reports, documents, requests, and other information describing the results of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be inconsistent with the Tax treatment operation of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect Market provided to Tax consequences related or, to the Transaction in a foreign jurisdiction (any such action is referred extent reports and other information do not contain information which Seller deems to in this Section 10 as a "Tainting Act")be confidential, unless (i) by the Company Management Trustee or Affiliate thereof proposing such Tainting Act (the "Requesting Party") either (A) obtains a ruling with respect Divestiture Trustee pursuant to the Tainting Act from the IRS or other applicable Tax Authority that is reasonably satisfactory to each other Company Governing Regulatory Documents; (the "Requested Parties"d) (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines Preserve in good faith that filing such request might have a materially adverse effect upon such Requested Party)full force and effect, or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts as necessary and representations consistent with past practice, the facts at Licenses, including in each case the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing:timely renewal thereof.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which may be is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 10 11 as a "Tainting ActProhibited 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 (i) the which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or Affiliate thereof proposing such Tainting Act (the "Requesting Party"), the other party (the "Requested Party") either (A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Tainting Act Prohibited Action from the IRS Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each other Company (of the "Requested Parties") Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party determines deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above and unless the Requesting Party obtains a ruling as provided above in the first paragraph of this Section 11, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (includ ing stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.