Agilent Representations and Covenants Clause Samples

Agilent Representations and Covenants. Agilent, for itself and ------------------------------------- the Agilent Affiliates, hereby represents, warrants and covenants that: (1) Agilent has reviewed the information and representations made in the Ruling Documents submitted to the Service prior to the date of this Agreement (and any Supplemental Ruling Documents), copies of which were delivered to the Agilent VP on September 17, 1999, and, to Agilent's knowledge, all of such information or representations that relate to Agilent or any Agilent Affiliate, or the business or operations of either, are true, correct and complete. (2) Agilent will not, and will cause each Agilent Affiliate not to, take any action, or fail or omit to take any action, that would cause any of the information or representations made in the Ruling Documents or Supplemental Ruling Documents that relate to Agilent or any Agilent Affiliate, or the business or operations of either, to be untrue, regardless of whether such information or representations were included in the Initial Private Letter Ruling (or any Supplemental Ruling). (3) Neither Agilent nor any Agilent Affiliate will, directly or indirectly, during the Restriction Period: (1) enter into, or otherwise be a party to, any transaction or arrangement (including, without limitation, stock issuances, stock acquisitions, and transactions involving the stock or substantially all of the assets of Agilent or any Agilent Affiliate) pursuant to which one or more persons acquire stock of Agilent or any Agilent Affiliate representing a "50- percent or greater interest" within the meaning of Section 355(d)(4) of the Code that would cause Section 355(e) of the Code to apply to any Applicable Spinoff; or (2) take or fail to take any other action (including, without limitation, any cessation, transfer to affiliates or disposition of its active trade or business, and certain reacquisitions of its stock and payments of extraordinary dividends to its shareholders) that would cause any Applicable Spinoff to fail to qualify for nonrecognition of gain or loss under the Code.
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Related to Agilent Representations and Covenants

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except for this Section 10.3 and Articles II, III, IV and XI and Sections 8.10, 8.11 and 8.12 of this Agreement.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.