Common use of Additional Post Closing Covenants Clause in Contracts

Additional Post Closing Covenants. (a) With respect to any of the Transferred Ag Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred Ag Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Fermat shall not, and shall cause its Affiliates (including the Transferred Ag 1414958.12A-NYCSR03A - MSW Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred Ag Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred Ag Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Descartes or any of its Affiliates. (b) With respect to any of the Transferred H&N Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred H&N Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Descartes shall not, and shall cause its Affiliates (including the Transferred H&N Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred H&N Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred H&N Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Fermat or any of its Affiliates.

Additional Post Closing Covenants. (a) With respect to any of the Transferred Ag Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred Ag Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Fermat shall not, and shall cause its Affiliates (including the Transferred Ag 1414958.12A-NYCSR03A - MSW Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred Ag Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred Ag Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Descartes or any of its Affiliates. (b) With respect to any of the Transferred H&N Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred H&N Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Descartes shall not, and shall cause its Affiliates (including the Transferred H&N Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred H&N Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred H&N Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Fermat or any of its Affiliates.