Restrictions Relating to the Distribution. (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 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 constitutes a SpinCo Disqualifying Action.
Appears in 9 contracts
Samples: Tax Matters Agreement (General Electric Co), Tax Matters Agreement (Kyndryl Holdings, Inc.), Tax Matters Agreement (GE Healthcare Holding LLC)
Restrictions Relating to the Distribution. (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 Opinion, the Tax Certificates, or (ii) any action which constitutes a SpinCo Disqualifying Actionadversely affects or could reasonably be expected to adversely affect the Tax-Deferred Status of the Contribution and Distribution.
Appears in 2 contracts
Samples: Tax Matters Agreement (N-Able, Inc.), Tax Matters Agreement (N-Able, LLC)
Restrictions Relating to the Distribution. (a) SpinCoSpinCo shall not, on behalf of itself and all other members of the SpinCo Group, hereby covenants and agrees that no shall not permit any member of the SpinCo Group will taketo, take or fail to take, or 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 that constitutes a SpinCo Disqualifying Action.
Appears in 2 contracts
Samples: Tax Matters Agreement (Phinia Inc.), Tax Matters Agreement (Phinia Inc.)
