Representations, Covenants, and Agreements. (a) The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under section 355 and related sections of the Code, including section 361(c) of the Code (“Section 355 Tax Treatment”).
Representations, Covenants, and Agreements i. The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under Section 355 and related sections of the Code, including Section 361(c) of the Code ("Section 355 Tax Treatment."). Each of FNT and FIS also expressly agrees (A) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents to the extent that the representations made therein are descriptive of such party (which, for the avoidance of doubt, in the case of FIS shall not include representations relating to FNF), (B) not to take (and to cause each of its Affiliated Corporations not to take) any action within its control that would cause the Section 355 Tax Treatment not to apply (except where such action is required by law), and (C) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company), and to cooperate with the other parties, to support and defend the Section 355 Tax Treatment; provided, however, that FIS shall be permitted to take any Contemplated Action.
Representations, Covenants, and Agreements. Owner further represents and agrees that:
Representations, Covenants, and Agreements. The Company hereby represents to, and covenants and agrees with, the Secured Party that:
Representations, Covenants, and Agreements. Regarding Collateral Generally 27
Representations, Covenants, and Agreements. In order to induce the Lenders to enter into this Amendment, Borrower and the Guarantors each represents, warrants, covenants and agrees that:
Representations, Covenants, and Agreements. (i) The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under Section 355 and related sections of the Code, including Section 361 (c) of the Code (the "Section 355 Tax Treatment"). Each party hereto also expressly agrees (A) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents, (B) not to take (and to cause each of its Affiliated Companies not to take) any action (except where such action is required by law) that is inconsistent with the treatment of the Distribution and all related transactions in accordance with the Section 355 Tax Treatment, and (C) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company) to support and defend the Section 355 Tax Treatment.
Representations, Covenants, and Agreements
