Common use of IRS Ruling Clause in Contracts

IRS Ruling. Pinnacle has submitted to the IRS a request (the “Ruling Request”) for a private letter ruling from the IRS (the “IRS Ruling”) to the effect that the Barges and the Riverboats will qualify as real property for purposes of Section 856(c) of the Code. Until the Closing Date (and, after the Closing Date, in the sole discretion of GLPI), Pinnacle shall use its commercially reasonable efforts to obtain the IRS Ruling and, in consultation with GLPI, shall prepare and submit to the IRS supplemental materials relating thereto that Pinnacle determines are necessary or appropriate to obtain the IRS Ruling (each, an “IRS Submission”). Pinnacle shall provide GLPI with a reasonable opportunity to review and comment on each material IRS Submission and shall consider any such comments in good faith. Pinnacle shall provide GLPI with copies of each IRS Submission as filed with the IRS promptly following the filing thereof. Pinnacle shall use its commercially reasonable efforts to notify GLPI and GLPI’s representatives of any substantive communications with the IRS regarding any material issue arising with respect to the Ruling Request. The Parties acknowledge that the obtaining of the IRS Ruling is not a condition to the consummation of any of the Transactions. The Parties further acknowledge that Pinnacle shall not revoke the Ruling Request or otherwise cease attempting to obtain the IRS Ruling (including, for clarification, the portion of the IRS Ruling relating to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned or delayed.

IRS Ruling. Pinnacle UTC has submitted to the IRS a request (the “Ruling Request”) for a private letter ruling from the IRS (the “IRS Ruling”) to the effect that the Barges and the Riverboats will qualify as real property for purposes of Section 856(c) of the Code. Until the Closing Date (and, after the Closing Date, in the sole discretion of GLPI), Pinnacle shall use its commercially reasonable efforts to obtain the IRS Ruling andRequest, in consultation with GLPI, and UTC shall prepare and submit to the IRS supplemental materials relating thereto that Pinnacle UTC determines (after giving Raytheon the opportunity to consult thereon and considering any Raytheon comments) are necessary or appropriate to obtain the requested rulings under the IRS Ruling Request or any additional rulings from the IRS, including additional rulings regarding Section 355, if any, as a result of the transactions contemplated by this Agreement (each, an “IRS Submission”). Pinnacle From and after the date of this Agreement and until the Effective Time, each party hereto agrees to use its reasonable best efforts to facilitate receipt by UTC of the IRS Ruling, including providing such appropriate information as the IRS shall require in connection with the IRS Ruling Request or any IRS Submission. In connection with the IRS Ruling Request, UTC shall (i) keep Raytheon informed of all material actions taken or proposed to be taken by UTC or the IRS, (ii) reasonably in advance of any material IRS Submission, provide GLPI Raytheon with a reasonable opportunity to review review, discuss and comment on each material such IRS Submission Submission, and shall consider any in good faith Raytheon’s comments on such draft to the extent such comments in good faith. Pinnacle shall are timely provided, (iii) provide GLPI Raytheon with copies of each IRS Submission as filed with any material written communications received from the IRS promptly following the filing thereof. Pinnacle shall use its commercially reasonable efforts to notify GLPI and GLPI’s representatives of any substantive communications with the IRS regarding any material issue arising with respect to the IRS Ruling Request, including with respect to any IRS Submission and (iv) keep Raytheon promptly and reasonably informed concerning any material communications (however conducted) with the IRS concerning the IRS Ruling Request or any IRS Submission. The Parties acknowledge If the IRS notifies UTC that it will not issue the IRS Ruling (or will not issue any ruling requested in the IRS Ruling Request or an IRS Submission (other than any Internal Restructuring Tax Opinions/Rulings)), then, during the ensuing thirty (30)-day period, the parties will collaborate in good faith to identify possible alternatives (including alternative structures and seeking additional Tax opinions) that the obtaining parties determine, with the assistance of their respective tax advisors, will either make likely the receipt of the IRS Ruling is not (or such ruling) or eliminate the necessity for a condition ruling, in either case, without (A) materially affecting the value of the transactions contemplated hereby to UTC or Raytheon, (B) substantially increasing the regulatory or other consents or approvals required to consummate the transactions contemplated hereby or by the Separation Documentation, or (C) otherwise resulting in any substantial impediment to the consummation of the transactions contemplated hereby or by the Separation Documentation; provided, that the parties shall not be required to effectuate any alternative structures or transactions or seek any additional Tax opinions pursuant to this sentence in the event that such failure by the IRS to issue such ruling or rulings would not reasonably be expected to result in tax liabilities of UTC RemainCo in excess of $400,000,000 in the aggregate (taking into account all rulings not issued by the IRS). In the event that the parties agree to effectuate such an alternative, they shall, as soon as practicable thereafter, modify the covenants and agreements set forth in this Agreement and/or the Separation Documentation to the extent necessary to reflect such alternative. In furtherance of the Transactions. The Parties further acknowledge that Pinnacle foregoing, to the extent necessary to reflect any such alternative, UTC shall not revoke the Ruling Request submit one or otherwise cease attempting more IRS Submissions to obtain modify the IRS Ruling (including, for clarification, the portion of the IRS Ruling relating to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned or delayedRequest.

IRS Ruling. Pinnacle Burgundy has submitted to the IRS a request (the “Ruling Request”) for a private letter ruling from the IRS (the “IRS D Reorganization Ruling”) to the effect that the Barges and the Riverboats will qualify as real property for purposes of Section 856(c) of the Code. Until the Closing Date (and, after the Closing Date, in the sole discretion of GLPI), Pinnacle shall use its commercially reasonable efforts to obtain the IRS Debt Exchange Ruling and, and certain related rulings. Burgundy in consultation with GLPIGrizzly, shall prepare and submit to the IRS supplemental materials relating thereto that Pinnacle Burgundy determines are necessary or appropriate to obtain the requested rulings from the IRS Ruling (each, an “IRS Submission”). Pinnacle As soon as reasonably practicable after the date of this Agreement, Burgundy shall submit one or more such IRS Submissions that include, but need not be limited to, the modifications described in Schedule 8.3(b)(i) of this Agreement (the “Specified Submissions”). Burgundy shall provide GLPI Grizzly with a reasonable opportunity to review and comment on each material IRS Submission prior to the filing of such IRS Submission with the IRS and shall consider any such comments Burgundy shall, in good faith, consider any comments provided by Grizzly on each such material IRS Submission; provided that Burgundy may redact from any IRS Submission any information (“Redactable Information”) that (x) Burgundy, in its good faith judgment, considers to be confidential and not germane to Grizzly’s or Spinco’s obligations under this Agreement or any of the other Transaction Agreements, and (y) is not a part of any other publicly available information, including any non-confidential filing. Pinnacle No IRS Submission (including, without limitation, the Specified Submissions) shall be filed with the IRS unless, prior to such filing, Grizzly shall have agreed (which agreement will not be withheld unreasonably, conditioned or delayed) as to the contents of such IRS Submission, to the extent that such contents include statements or representations that Grizzly reasonably and in good faith determines will have a material effect on Grizzly or any of its Affiliates (including Spinco or the Spinco Subsidiaries for periods after the Effective Time) (it being agreed and understood that Grizzly has consented to the statements and representations in the Ruling Request). Burgundy shall provide GLPI Grizzly with copies of each IRS Submission as filed with the IRS promptly following the filing thereof. Pinnacle shall use its commercially reasonable efforts to notify GLPI and GLPI’s representatives of , provided that Burgundy may redact any substantive communications with Redactable Information from the IRS regarding any material issue arising with respect to the Ruling Request. The Parties acknowledge that the obtaining of the IRS Ruling is not a condition to the consummation of any of the Transactions. The Parties further acknowledge that Pinnacle shall not revoke the Ruling Request or otherwise cease attempting to obtain the IRS Ruling (including, for clarification, the portion of the IRS Ruling relating to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned or delayedSubmission.

IRS Ruling. Pinnacle has submitted (a) Weyerhaeuser and Spinco shall use their reasonable best efforts to the IRS a request (the “Ruling Request”) for seek, as promptly as practicable, a private letter ruling from the IRS IRS, in form and substance reasonably satisfactory to Weyerhaeuser (the “IRS Ruling”) to the effect that the Barges Contribution and the Riverboats will Distribution shall qualify as real property for purposes of Section 856(c) a tax-free transaction under Sections 355 and 368 of the Code. Until the Closing Date (and, after the Closing Date, in the sole discretion of GLPI), Pinnacle Weyerhaeuser shall use its commercially reasonable best efforts to obtain notify Domtar’s tax counsel about any substantive telephone communications with the IRS regarding any material issues arising with respect to the IRS Ruling, so that such counsel may participate on such calls; provided, however, that if advance notification to such counsel of a call with the IRS is not practically feasible due to the initiation of an unscheduled call by the IRS, Weyerhaeuser shall first attempt to include Domtar’s tax counsel on such call and, if unsuccessful, shall timely inform Domtar’s tax counsel of any material issues discussed with the IRS subsequent to the call. Domtar’s tax counsel shall be allowed to participate in any in-person conference with the IRS (and Weyerhaeuser agrees to take such actions as the IRS may reasonably request in order to permit such participation), unless the IRS objects to such participation or such participation will unreasonably delay the holding of the conference. If Domtar’s tax counsel participates in any in-person conference with the IRS, such participation shall be for the limited purposes of providing additional facts and improving the clarity of the discussion relating to Domtar’s role in the Transactions. (b) The IRS Ruling may be based upon customary factual statements, representations and covenants by the parties, their subsidiaries and their shareholders, consistent with the existing published guidance of the IRS, in each case with appropriate modifications to reflect the particular facts of the Transactions (collectively, the “Representations”). Subject to, and consistent with, Section 6.06, Domtar agrees to provide such appropriate information and Representations as the IRS shall reasonably request in connection with the IRS Ruling. In the event that the IRS will not issue the ruling requested by Weyerhaeuser, then Weyerhaeuser and Domtar shall consider in good faith any reasonable modifications to the structure of the Transactions that will facilitate receipt of the IRS Ruling, so long as such modifications will not materially adversely affect the value of the Transactions to either party or its shareholders. (c) Weyerhaeuser shall be responsible for the preparation and filing of the request for the IRS Ruling and, in consultation with GLPI, shall prepare and submit supplements thereto to be submitted to the IRS supplemental materials relating thereto that Pinnacle determines are necessary or appropriate to obtain in connection with the IRS Ruling (each, an the “IRS Submission”). Pinnacle Prior to submitting any IRS Submission, Weyerhaeuser shall provide GLPI Domtar’s tax counsel with a reasonable opportunity to review and comment on each material a draft of such IRS Submission; provided, however, Weyerhaeuser may redact from such draft of such IRS Submission and shall consider any such comments information that (x) Weyerhaeuser, in its good faith. Pinnacle shall provide GLPI with copies of each IRS Submission as filed with faith judgment, considers to be confidential information not germane to the IRS promptly following the filing thereof. Pinnacle shall use its commercially reasonable efforts Ruling and to notify GLPI which Domtar is not otherwise entitled to have access to pursuant to Section 6.06 and GLPI’s representatives (y) is not (and is not reasonably expected to become) a part of any substantive communications other publicly available information. Weyerhaeuser shall timely provide to Domtar’s tax counsel a final copy of any IRS Submission. (d) Weyerhaeuser shall timely provide Domtar and its tax counsel with the IRS regarding any material issue arising with respect to the Ruling Request. The Parties acknowledge that the obtaining a copy of the IRS Ruling is not a condition to after receipt thereof from the consummation of any of the Transactions. The Parties further acknowledge that Pinnacle shall not revoke the Ruling Request or otherwise cease attempting to obtain the IRS Ruling (including, for clarification, the portion of the IRS Ruling relating to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned or delayedIRS.

IRS Ruling. Pinnacle has submitted (a) Weyerhaeuser and Spinco shall use their reasonable best efforts to the IRS a request (the “Ruling Request”) for seek, as promptly as practicable, a private letter ruling from the IRS IRS, in form and substance reasonably satisfactory to Weyerhaeuser (the “IRS Ruling”) to the effect that the Barges Contribution and the Riverboats will Distribution shall qualify as real property for purposes of Section 856(c) a tax-free transaction under Sections 355 and 368 of the Code. Until the Closing Date (and, after the Closing Date, in the sole discretion of GLPI), Pinnacle Weyerhaeuser shall use its commercially reasonable best efforts to obtain notify Domtar’s tax counsel about any substantive telephone communications with the IRS regarding any material issues arising with respect to the IRS Ruling, so that such counsel may participate on such calls; provided, however, that if advance notification to such counsel of a call with the IRS is not practically feasible due to the initiation of an unscheduled call by the IRS, Weyerhaeuser shall first attempt to include Domtar’s tax counsel on such call and, if unsuccessful, shall timely inform Domtar’s tax counsel of any material issues discussed with the IRS subsequent to the call. Domtar’s tax counsel shall be allowed to participate in any in-person conference with the IRS (and Weyerhaeuser agrees to take such actions as the IRS may reasonably request in order to permit such participation), unless the IRS objects to such participation or such participation will unreasonably delay the holding of the conference. If Domtar’s tax counsel participates in any in-person conference with the IRS, such participation shall be for the limited purposes of providing additional facts and improving the clarity of the discussion relating to Domtar's role in the Transactions. (b) The IRS Ruling may be based upon customary factual statements, representations and covenants by the parties, their subsidiaries and their shareholders, consistent with the existing published guidance of the IRS, in each case with appropriate modifications to reflect the particular facts of the Transactions (collectively, the “Representations”). Subject to, and consistent with, Section 6.06, Domtar agrees to provide such appropriate information and Representations as the IRS shall reasonably request in connection with the IRS Ruling. In the event that the IRS will not issue the ruling requested by Weyerhaeuser, then Weyerhaeuser and Domtar shall consider in good faith any reasonable modifications to the structure of the Transactions that will facilitate receipt of the IRS Ruling, so long as such modifications will not materially adversely affect the value of the Transactions to either party or its shareholders. (c) Weyerhaeuser shall be responsible for the preparation and filing of the request for the IRS Ruling and, in consultation with GLPI, shall prepare and submit supplements thereto to be submitted to the IRS supplemental materials relating thereto that Pinnacle determines are necessary or appropriate to obtain in connection with the IRS Ruling (each, an the “IRS Submission”). Pinnacle Prior to submitting any IRS Submission, Weyerhaeuser shall provide GLPI Domtar’s tax counsel with a reasonable opportunity to review and comment on each material a draft of such IRS Submission; provided, however, Weyerhaeuser may redact from such draft of such IRS Submission and shall consider any such comments information that (x) Weyerhaeuser, in its good faith. Pinnacle shall provide GLPI with copies of each IRS Submission as filed with faith judgment, considers to be confidential information not germane to the IRS promptly following the filing thereof. Pinnacle shall use its commercially reasonable efforts Ruling and to notify GLPI which Domtar is not otherwise entitled to have access to pursuant to Section 6.06 and GLPI’s representatives (y) is not (and is not reasonably expected to become) a part of any substantive communications other publicly available information. Weyerhaeuser shall timely provide to Domtar’s tax counsel a final copy of any IRS Submission. (d) Weyerhaeuser shall timely provide Domtar and its tax counsel with the IRS regarding any material issue arising with respect to the Ruling Request. The Parties acknowledge that the obtaining a copy of the IRS Ruling is not a condition to after receipt thereof from the consummation of any of the Transactions. The Parties further acknowledge that Pinnacle shall not revoke the Ruling Request or otherwise cease attempting to obtain the IRS Ruling (including, for clarification, the portion of the IRS Ruling relating to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned or delayedIRS.

IRS Ruling. Pinnacle has submitted (i) As soon as reasonably practicable after the date of this Agreement, MWV and Spinco shall submit to the IRS a request (the “Ruling Request”) for a private letter ruling from (A) the IRS (the “IRS Ruling”) to the effect that the Barges D Reorganization Ruling and the Riverboats will qualify as real property for purposes of Section 856(cIRS Debt Exchange Ruling and (B) of any other ruling in connection with the Code. Until Spinco Reorganization, the Closing Date (and, after Distribution or the Closing Date, in the sole discretion of GLPI), Pinnacle shall use its commercially reasonable efforts to obtain the IRS Ruling andMerger that MWV, in consultation with GLPIthe Company, shall prepare deems to be appropriate. The initial Ruling Request and submit any supplemental materials submitted to the IRS supplemental materials relating thereto that Pinnacle determines are necessary or appropriate to obtain the IRS Ruling (each, an “IRS Submission”)) shall be prepared by MWV. Pinnacle MWV shall provide GLPI the Company with a reasonable opportunity to review and comment on each material IRS Submission prior to the filing of such IRS Submission with the IRS and shall consider any such comments MWV shall, in good faith, consider any comments provided by the Company on each such material IRS Submission; provided that MWV may redact from any IRS Submission any information (“Redactable Information”) that (x) MWV, in its good faith judgment, considers to be confidential and not germane to the Company’s or Spinco’s obligations under this Agreement or any of the other Transaction Agreements, and (y) is not a part of any other publicly available information, including any non-confidential filing. Pinnacle No IRS Submission shall be filed with the IRS unless, prior to such filing, the Company shall have agreed (which agreement will not be withheld unreasonably, conditioned or delayed) as to the contents of such IRS Submission, to the extent that such contents include statements or representations relating to facts that are or will be under the control of the Company or any of its Affiliates (including Spinco or the Spinco Subsidiaries for periods after the Effective Time). (ii) MWV shall provide GLPI the Company with copies of each IRS Submission as filed with the IRS promptly following the filing thereof; provided that MWV may redact any Redactable Information from the IRS Submission. Pinnacle MWV shall use its commercially reasonable best efforts to notify GLPI the Company and GLPIthe Company’s representatives reasonably in advance of any substantive communications with the IRS regarding any material issue arising with respect to the Ruling Request. The Parties acknowledge that the obtaining of the , including meetings or conferences with IRS Ruling is not a condition to the consummation of any of the Transactions. The Parties further acknowledge that Pinnacle shall not revoke the Ruling Request personnel, whether telephonically, in person or otherwise cease attempting and to obtain give the IRS Ruling Company (includingor the Company’s representatives) a reasonable opportunity to participate. Solely for the avoidance of doubt, nothing in this Section 8.8(a)(ii) shall provide grounds for clarification, Spinco or the portion of the IRS Ruling relating Company to the Riverboats) without the consent of GLPI, such consent not to be unreasonably withheld, conditioned alter any obligation or delayedlimitation imposed upon it under this Agreement.