Xxxx Foods Restrictions. In the event of the Distribution, Xxxx Foods agrees that it will not take or fail to take, or permit any Xxxx Foods Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with any material, information, covenant or representation that relates to facts or matters related to Xxxx Foods (or any Xxxx Foods Affiliate) or the Xxxx Foods Business or within the control of Xxxx Foods and is contained in a Representation Letter, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling. For this purpose an action is considered inconsistent with a representation if the representation states that there is no plan or intention to take such action. In the event of the Distribution, Xxxx Foods agrees that it will not take (and it will cause the Xxxx Foods Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of the Distribution or the Equity for Debt Exchange (to the extent such exchange is intended to meet the requirements of Section 361(c)(3)) as a tax-free transaction under Sections 355 and 361(c) of the Code.
Appears in 6 contracts
Samples: Tax Matters Agreement (Dean Foods Co), Tax Matters Agreement (WHITEWAVE FOODS Co), Tax Matters Agreement (Dean Foods Co)
