Common use of No Inconsistent Actions Clause in Contracts

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. Each of the Companies and the Acquiror covenants and agrees that it will not take any action, and it will cause its Affiliates Subsidiaries to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as Transaction contemplated in the Ruling Request Tax Opinion (any such action act or failure to act is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company or the Acquiror (the "Requesting Party"), each of the other party parties (the "Requested PartyParties") shall grant its consent to such Prohibited Action if the Requesting Party either obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority or an opinion of independent tax counsel with respect to the Prohibited Action that is reasonably satisfactory to each of the Requested Party Parties (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect affect upon such Requested Party). Without limiting the foregoing: (ai) No Inconsistent Plan or Intent. Packaging Company Refining represents and Tenneco each represent and warrant warrants that neither it nor any of its Affiliates Subsidiaries nor, to the best knowledge of Refining, any other person or entity, has any plan or intent to take any action which is inconsistent with any factual statements or representations made in connection with the Ruling RequestTax Opinion. Regardless of any change in circumstances, Packaging Company Refining covenants and Tenneco each covenant and agree agrees that it will not take, and it will cause its Affiliates Subsidiaries to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Time of Distribution Dateother than as permitted in this Section 11. For purposes of applying this Section 11 to any such inconsistent action prior to the Effective Time, the members of the Valero Group shall be treated as Subsidiaries of Refining. (ii) Acquiror represents and warrants that neither it nor any of its Subsidiaries has any plan or intent to take any action which is inconsistent with any factual statements or representations made in connection with the Tax Opinion. Regardless of any change in circumstances, Acquiror covenants and agrees that it will not take, and it will cause Valero and the other Subsidiaries of Acquiror to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Time of Distribution other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it will use its best efforts to cause the Distributions to qualify under Section 355 of the Code. Each of the Companies covenants and agrees that it will not take or permit any action, and it will cause its Affiliates to refrain from taking or permitting any action, which is may be inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request or any Tax ruling received with respect to Tax consequences related to the Transaction in a foreign jurisdiction (any such action is referred to in this Section 11 10 as a "Prohibited ActionTainting Act"), unless (i) the Company or Affiliate thereof proposing such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company Tainting Act (the "Requesting Party"), the other party ) either (the "Requested Party"A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action Tainting Act from the Internal Revenue Service IRS or other applicable Tax Authority that is reasonably satisfactory to each of other Company (the "Requested Party Parties") (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an unqualified opinion of independent nationally recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Ruling Request, or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. A Tainting Act of a Company shall include a transaction involving that Company to which Section 355(e) of the Code is applicable, regardless of whether the Company could have prevented such transaction. Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. (a) Each of the Companies covenants and agrees that it has not and will not take any action, and it has and will cause its Affiliates to refrain from taking any action, which is may be inconsistent with the Tax treatment of the Transactions as contemplated in the Application for Ruling, Tax Opinion Submission (if made), IRS Private Letter Ruling Request (if issued) or Tax Opinion (if obtained) (any such action is referred to in this Section 11 9 as a "Prohibited ActionTainting Act"), unless (i) the Company or Affiliate thereof proposing such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company Tainting Act (the "Requesting Party"), the other party ) either (the "Requested Party"A) shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action Tainting Act from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the other Company (the "Requested Party Party") (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party), or (B) obtains an opinion reasonably acceptable to each Requested Party of independent, nationally-recognized tax counsel acceptable to each Requested Party, on a basis of assumed facts and representations consistent with the facts at the time of such action, that such Tainting Act will not affect the Tax treatment of the Transactions as contemplated in the Application for Ruling, Tax Opinion Submission (if made), IRS Private Letter Ruling (if issued) or Tax Opinion (if obtained), or (ii) each Requested Party consents in writing to such Tainting Act, which consent shall be granted or withheld in the sole and absolute discretion of each such Requested Party. Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) aboveabove and unless the Requesting Party obtains a ruling as provided above in the first paragraph of this Section 11, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including includ ing stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. Each of the Companies covenants Seller and agrees that it its Affiliates will not take any actionaction that will impede in any way the permitting, licensing, operation or divestiture of the Transferred Assets. From and after the date hereof until the Closing Date, Seller shall not, nor will it will cause its Affiliates to refrain from taking permit Newco or the Contributing Entity to, (i) take any action, which is action inconsistent with the Tax treatment of transactions contemplated by this Agreement; (ii) sell, assign, gift, convey or otherwise transfer, or subject to any lien or security interest or otherwise encumber the Transactions Transferred Assets or the Newco Membership Interest except as contemplated hereunder; or (iii) operate the Business not in the Ruling Request (any such action is referred ordinary course consistent with past practices. The Seller will, unless otherwise consented to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required writing by law, or the person acting has obtained the prior written consent of each of the other parties Purchaser (which consent shall will not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service conditioned or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing:delayed): (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent Proceed with any factual statements or representations planned capital expenditures for the Business as provided in the Ruling Request. Regardless Preservation of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11.Assets Order; (b) 355(eReasonably consider taking any actions reasonably requested by Purchaser in preparation for post-closing operations of the Business and the Transferred Assets so long as such actions do not adversely interfere with the ongoing operations of the Business or the Transferred Assets, do not conflict with or violate the Governing Regulatory documents, and are not reasonably expected to expose the Seller, Contributing Entity or Newco to significant liability or expense; (c) Covenant. Without in any manner limiting paragraph (a) abovePromptly deliver to the Purchaser copies of all reports, each documents, requests, and other information describing the results of Packaging Company the operation of the Market provided to or, to the extent reports and Tenneco covenants and agrees that it will other information do not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), contain information which may cause the Distribution Seller deems to be treated as part of a plan confidential, by the Management Trustee or the Divestiture Trustee pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stockthe Governing Regulatory Documents; (d) Preserve in full force and effect, as necessary and consistent with past practice, the Licenses, including in each case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Codetimely renewal thereof.

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines determines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing: (a) No ▇. ▇o Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.

No Inconsistent Actions. Each of the Companies covenants and agrees that it will not take any action, and it will cause its Affiliates to refrain from taking any action, which is inconsistent with the Tax treatment of the Transactions as contemplated in the Ruling Request (any such action is referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited Action is required by law, or the person acting has obtained the prior written consent of each of the other parties (which consent shall not be unreasonably withheld). With respect to any Prohibited Action proposed by a Company (the "Requesting Party"), the other party (the "Requested Party") shall grant its consent to such Prohibited Action if the Requesting Party obtains a ruling with respect to the Prohibited Action from the Internal Revenue Service or other applicable Tax Authority that is reasonably satisfactory to each of the Requested Party (except that the Requesting Party shall not submit any such ruling request if a Requested Party deter mines in good faith that filing such request might have a materially adverse effect upon such Requested Party). Without limiting the foregoing: (a) No Inconsistent Plan or Intent. Packaging Company and Tenneco each represent and warrant that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request. Regardless of any change in circumstances, Packaging Company and Tenneco each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date, other than as permitted in this Section 11. . TENNECO DISTRIBUTION AGREEMENT H-28 124 (b) 355(e) Covenant. Without in any manner limiting paragraph (a) above, each of Packaging Company and Tenneco covenants and agrees that it will not enter into any negotiations, agreement or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions or acquisitions, but not including the Transactions), which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Packaging Company or Tenneco stock, as the case may be, representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.