TSC. TSC hereby represents and warrants that (i) it has examined the Tax Rulings and the Representation Letters, and (ii) the facts set forth therein, and the representations made therein, to the extent descriptive of the TSC Group or the Retained Business and not descriptive of the eLoyalty Group or the eLoyalty Business (including, without limitation, the facts and representations in the Representation Letters and the Tax Rulings to the extent that they relate to the TSC Group or the Retained Business and do not relate to the eLoyalty Group or the eLoyalty Business, and the plans, proposals, intentions and policies of the TSC Group and the Retained Business, and not of the eLoyalty Group or the eLoyalty Business) were true, correct and complete in all material respects when the Tax Rulings were issued, and will be true, correct and complete in all material respects on the Distribution Date.
Appears in 2 contracts
Sources: Tax Sharing and Disaffiliation Agreement (Eloyalty Corp), Tax Sharing and Disaffiliation Agreement (Eloyalty Corp)