Common use of Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request Clause in Contracts

Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Post-Distribution Ruling or a tax opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Post-Distribution Ruling or a tax opinion, SpinCo shall (and shall cause each SpinCo Entity to) cooperate with Parent and use commercial reasonably efforts to take any and all actions reasonably requested by Parent in connection with obtaining such Post-Distribution Ruling or tax opinion (including, without limitation, by making any representation or covenant or providing any information, documents and materials requested by the IRS, any other relevant Taxing Authority or the Tax Counsel issuing such opinion); provided, that SpinCo shall not be required to make (or cause a SpinCo Entity to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. Parent and SpinCo shall each bear its own costs and expenses in obtaining a Post-Distribution Ruling or tax opinion requested by Parent.

Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Post-Distribution Ruling or a tax opinion an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines in its sole and absolute discretion to obtain a Post-Distribution Ruling or a tax opinionan Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo Entity to) cooperate with Parent and use commercial reasonably efforts to take any and all actions reasonably requested by Parent in connection with obtaining such the Post-Distribution Ruling or tax opinion Unqualified Tax Opinion (including, without limitation, including by making any representation or covenant or providing any information, documents and materials or information requested by the IRS, any other relevant applicable Taxing Authority or the a Tax Counsel issuing such opinion)Advisor; provided, that that, SpinCo shall not be required to make (or cause a any Affiliate of SpinCo Entity to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which matters or events it has no control). Parent and shall reimburse SpinCo shall each bear its own for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of SpinCo personnel, incurred by the Parent Group in obtaining a Post-Distribution Ruling or tax opinion requested by Parentconnection with such cooperation within thirty (30) business days after receiving an invoice from SpinCo therefor.