KLX Restructuring. KLX shall provide written notice to B/E describing in reasonable detail any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving the KLX Group or any contribution, sale or other transfer of any of the assets contributed to KLX as part of the Contribution that is proposed to be taken immediately following the Distribution and until the first day after the two-year anniversary of the Distribution Date and shall consult with B/E regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from B/E relating thereto, and at the request of B/E, KLX shall obtain an Unqualified Supplemental Tax Opinion (in form and substance satisfactory to B/E in its sole discretion) that such internal restructuring will not affect or otherwise change the Tax-Free Status or the Intended Tax Treatment.
Appears in 3 contracts
Samples: And Indemnification Agreement, Separation and Distribution Agreement (KLX Inc.), Tax Sharing and Indemnification Agreement (KLX Inc.)
KLX Restructuring. KLX shall provide written notice to B/E describing in reasonable detail any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving the KLX Group or any contribution, sale or other transfer of any of the assets contributed to KLX as part of the Contribution that is proposed to be taken immediately following the Distribution and until the first day after the two-year anniversary of the Distribution Date and shall consult with B/E regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from B/E relating thereto, and at the request of B/E, KLX shall obtain an Unqualified Supplemental Tax Opinion (in form and substance satisfactory to B/E in its sole discretion) that such internal restructuring will not affect or otherwise change the Tax-Free Status or the Intended Tax Treatment.
Appears in 1 contract
Samples: Tax Sharing and Indemnification Agreement (KLX Inc.)