Common use of Private Letter Rulings Clause in Contracts

Private Letter Rulings. WIN shall, and WIN shall cause Holdings and the Division Subsidiaries to, and the WCAS Subs shall, use their respective reasonable best efforts to obtain the Private Letter Rulings, substantially on the terms set forth in, and otherwise in accordance with, the Tax Sharing Agreement, as soon as practicable after the date of this Agreement. WIN and Holdings shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS in connection with obtaining the Private Letter Rulings; provided that the WCAS Subs shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS that relate principally to those portions of the Private Letter Rulings that pertain principally to the WCAS Subs. Each party shall have the right to be provided a reasonable period in advance of submission, to review, and to approve, materials prepared by the other party, such approval not to be unreasonably withheld, delayed or conditioned. Each party shall provide the other party with copies of all memoranda, ruling requests, correspondence or other submissions as filed with the IRS promptly following the filing thereof. Each of WIN and the WCAS Subs shall have the right to participate fully in the process of obtaining the Private Letter Rulings, including attending meetings and participating in conference calls with the IRS. Each of WIN, on the one hand, and the WCAS Subs, on the other hand, shall use its reasonable best efforts to cause its respective employees, accountants, counsel and other representatives reasonably to cooperate with the other party and its representatives in obtaining the Private Letter Rulings, including by (i) participating in meetings and conference calls with the IRS, (ii) assisting in the preparation of all memoranda, ruling requests, correspondence and other submissions that are deemed reasonably necessary or desirable by either party in connection with obtaining the Private Letter Rulings, (iii) executing and delivering customary documents and instruments (such as penalties of perjury statements) that are deemed reasonably necessary by either party in connection with obtaining the Private Letter Rulings, and (iv) taking other actions reasonably necessary in connection with obtaining the Private Letter Rulings.

Private Letter Rulings. WIN shallThe Parties agree to cooperate in good faith in the preparation and, as appropriate, the joint filing of one or more private letter ruling requests to be made by Buyer and WIN shall cause Holdings Seller pursuant to Section 5.15(a) (the “Basic Requested Rulings”) and pursuant to Section 5.15(b) (the Division Subsidiaries to“Additional Requested Rulings” and, and together with the WCAS Subs shall, use their respective reasonable best efforts to obtain the Private Letter Basic Requested Rulings, substantially on the terms set forth in, and otherwise in accordance with, the Tax Sharing Agreement“Requested Rulings”). The Requested Rulings shall be modified, as soon as practicable necessary, to take into account any legislation enacted on or after the date of this Agreement or any change in the Code or the Treasury Regulations promulgated thereunder or the issuance of any notice, revenue procedure, private letter ruling or similar administrative item by the IRS occurring on or after the date of this Agreement. WIN Neither Buyer nor Seller shall take any action that would cause the transfer of assets from Seller’s Qualified Decommissioning Fund to Buyer’s Qualified Decommissioning Fund to fail to be treated as satisfying the requirements of Treas. Reg. § 1.468A-6(b) (assuming solely for purposes of this sentence that Point Beach as owned by Buyer qualifies as a “nuclear power plant” within the meaning of Treas. Reg. § 1.468A-1(b)(4) because Buyer’s rates for the sale or furnishing of electricity are not established or approved by a public utility commission or under the jurisdiction of the Rural Utilities Service),or cause Buyer and Holdings Seller to fail to obtain the Requested Rulings. The user fee set forth in the applicable IRS Revenue Procedure for substantially identical letter rulings by a common sponsor shall be responsible in shared equally by both Parties. Each Party shall bear its own legal fees with respect to any requests. The Parties agree to use commercially reasonable efforts to file the first instance for private letter ruling request seeking the preparation Requested Rulings within forty-five (45) days of all memoranda, ruling requests, correspondence and other submissions the date of this Agreement. The receipt of the Requested Rulings shall not be a condition to the IRS in connection with obtaining the Private Letter Rulings; provided that the WCAS Subs shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS that relate principally to those portions occurrence of the Private Letter Rulings that pertain principally to the WCAS Subs. Each party shall have the right to be provided a reasonable period in advance of submission, to review, and to approve, materials prepared by the other party, such approval not to be unreasonably withheld, delayed or conditioned. Each party shall provide the other party with copies of all memoranda, ruling requests, correspondence or other submissions as filed with the IRS promptly following the filing thereof. Each of WIN and the WCAS Subs shall have the right to participate fully in the process of obtaining the Private Letter Rulings, including attending meetings and participating in conference calls with the IRS. Each of WIN, on the one hand, and the WCAS Subs, on the other hand, shall use its reasonable best efforts to cause its respective employees, accountants, counsel and other representatives reasonably to cooperate with the other party and its representatives in obtaining the Private Letter Rulings, including by (i) participating in meetings and conference calls with the IRS, (ii) assisting in the preparation of all memoranda, ruling requests, correspondence and other submissions that are deemed reasonably necessary or desirable by either party in connection with obtaining the Private Letter Rulings, (iii) executing and delivering customary documents and instruments (such as penalties of perjury statements) that are deemed reasonably necessary by either party in connection with obtaining the Private Letter Rulings, and (iv) taking other actions reasonably necessary in connection with obtaining the Private Letter RulingsClosing.