Common use of Future Actions Clause in Contracts

Future Actions. Spinco agrees that, during the three-year period following the Spin-Off, it will not engage in any transaction that could adversely affect the tax treatment of the Spin-Off without the prior written consent of Plains, which consent may be withheld only if reasonable, unless (i) Spinco delivers to Plains a supplemental ruling from the Internal Revenue Service or a tax opinion acceptable to Plains of nationally recognized tax counsel to the effect that the proposed transaction would not adversely affect the tax treatment of the Spin-Off, or (ii) Spinco or another person or entity acceptable to Plains provides to, or for the benefit of, Plains a cash escrow, letter of credit or other comparable security acceptable to Plains in an amount equal to the Taxes and accrued interest thereon (which accrued interest shall be increased over time until such Taxes are paid or determined not to be payable) that Plains reasonably calculates would be payable if the Spin-Off were determined to be a taxable event for Tax purposes, with the terms and conditions of any such cash escrow, letter of credit or other security being mutually acceptable to Plains and Spinco or such other person or entity, as the case may be. Plains agrees to cooperate with and provide reasonable assistance to Spinco in the event that Spinco requests a supplemental ruling from the Internal Revenue Service.