Common use of Agilent Representations and Covenants Clause in Contracts

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.

Agilent Representations and Covenants. Agilent, for itself ------------------------------------- and ------------------------------------- the Agilent Affiliates, hereby represents, warrants and covenants that: (1a) 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 its knowledge, all of such information or representations that relate to Agilent or any Agilent Affiliate, or the business or operations of either, including the representations set forth in Appendix F to this Agreement, are true, correct and complete. (2b) 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, including the representations set forth in Appendix F to this Agreement, to be untrue, regardless of whether such information or representations were included in the Initial Private Letter Ruling (or any Supplemental Ruling). (3c) Neither Agilent nor any Agilent Affiliate will, directly or indirectly, during the Restriction Period: (1i) 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 (2ii) 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 Section 355 of the Code.