Tax Opinion Documents means, in the event of a Distribution, the Tax Opinion and the information and representations provided by, or on behalf of, Parent and NewCo to Tax Counsel in connection therewith.
SnackCo and GroceryCo each represent that the information and representations furnished by SnackCo (or any member of the SnackCo Post-Distribution Group) or GroceryCo (or any member of the GroceryCo Post-Distribution Group), as the case may be, in any Ruling and Tax Opinion Documents are accurate and complete as of the date hereof.
Neither Spinco (or any member of the Spinco Group) nor Parent (or any member of the Parent Group) shall take any action, or fail to take any action or permit any member of its Group, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation made in connection with the IRS Ruling Documents, the Tax Opinion Documents, the Separation Agreement or this Agreement.
Horizon hereby represents and warrants that it has examined the Tax Opinion Documents (including the representations to the extent that they relate to the plans, proposals, intentions, and policies of Horizon, its Subsidiaries, the Horizon Business, or the Horizon Group), and to the extent they refer to Horizon, its Subsidiaries, the Horizon Business, or the Horizon Group, the facts presented and the representations made therein are true, correct and complete.
Each of Parent and Spinco hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action or knows of any circumstance, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the IRS Ruling Documents or the Tax Opinion Documents to be untrue.
Horizon Business shall mean each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Horizon or any other member of the Horizon Group immediately after the Spin-Off and that is part of the trade or business relied upon in the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-offs.