Certain Post Distribution Actions Clause Samples

Certain Post Distribution Actions. (i) ITT shall comply with and otherwise not take any action inconsistent with any representation or statement made, or to be made, by or on behalf of any member of the ITT Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of the General Contribution, Merger and Distributions. (ii) Until two years after the Distribution Date, ITT will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (iii) ITT shall timely file all notices required to be filed with respect to gain recognition agreements entered into by ITT, ITT Industries or any member of either of their respective affiliated groups pursuant to 10 82 Section 367 of the Code with respect to transactions occurring prior to the Distribution Date. In addition, not later than March 1 following the end of each taxable year, ITT shall furnish to the Tax Administrator and to the Director of Taxes of ITT Industries a letter stating that (A) none of the companies nor the assets of the companies that are subject to a gain recognition agreement described in the preceding sentence have been sold or otherwise disposed of during the period set forth in the relevant gain recognition agreement (taking into account any extensions) and (B) none of those companies has entered into any other transaction that would trigger any of those gain recognition agreements. (b) (i) Destinations shall comply with and otherwise not take action inconsistent with each representation and statement made, or to be made, by or on behalf of any member of the Destinations Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of the General Contribution, Merger and Distributions. (ii) Until two years after the Distribution Date, Destinations will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) (i) ESI shall comply with and otherwise not take action inconsistent with each representation and statement made, or to be made, by or on behalf of any member of the ESI Group in connection with this Agreement or to ITT's outside Tax counsel in connection with such firm's rendering an opinion to ITT, Destinations and ESI as to certain Tax aspects of ...
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Certain Post Distribution Actions 
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Related to Certain Post Distribution Actions

  • Release of Pre-Distribution Claims (a) SpinCo Release of Parent. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been unitholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns (including TRGP and NGLS upon consummation of the Merger), and (ii) all Persons who at any time prior to the Effective Time have been unitholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been unitholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from: (A) all Assumed Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Assets or the Assumed Liabilities.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Certain Distributions If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.