Restrictions on SpinCo. (a) Spinco, on behalf of itself and all other members of the Spinco Group, hereby covenants and agrees that no member of the Spinco Group will take, fail to take, or to permit to be taken: (i) 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 the Tax Materials, or (ii) any action which adversely affects or could reasonably be expected to adversely affect the Intended Tax Treatment of the Transactions.
Appears in 4 contracts
Samples: Tax Matters Agreement (KAR Auction Services, Inc.), Tax Matters Agreement (IAA, Inc.), Tax Matters Agreement (IAA Spinco Inc.)
Restrictions on SpinCo. (a) Spinco, on behalf of itself and all other members of the Spinco Group, hereby covenants and SpinCo agrees that no member of the Spinco Group it will take, not take or fail to take, and will not cause or permit any of its Affiliates to permit take or fail to be taken: (i) take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, statement, information, covenant covenant, or representation in this Agreement, the Separation and Distribution Agreement, any other Transaction Documents, or any of the Tax Materials, or (ii) any action which adversely affects or could reasonably be expected to adversely affect the Intended Tax Treatment of the Transactions.
Appears in 3 contracts
Samples: Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (Solventum Corp)
Restrictions on SpinCo. (a) Spinco, on behalf of itself and all other members of the Spinco Group, hereby covenants and SpinCo agrees that no member of the Spinco Group it will take, not take or fail to take, and will not cause or permit any of its Affiliates to permit take or fail to be taken: (i) take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statementmaterial, information, covenant or representation in this Agreement, the Tax MaterialsSeparation and Distribution Agreement (including the Plan of Reorganization), any of the Ancillary Agreements, any Representation Letters, or (ii) any action which adversely affects or could reasonably be expected to adversely affect the Intended Tax Treatment of the Transactions.Tax
Appears in 2 contracts
Samples: Tax Matters Agreement (RXO, Inc.), Tax Matters Agreement (Rxo, LLC)
