Common use of Procedures Regarding Opinions and Post-Distribution Rulings Clause in Contracts

Procedures Regarding Opinions and Post-Distribution Rulings. (a) If GRAIL notifies Illumina that it desires to take one of the actions described in Section 6.01(b) of this Agreement (a “Notified Action”), Illumina shall cooperate with GRAIL in good faith and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting GRAIL to take the Notified Action unless Illumina shall have waived the requirement (in Illumina’s sole discretion) to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. If such a Post-Distribution Ruling is to be sought, Illumina shall apply for such Post-Distribution Ruling, and Illumina and GRAIL shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall Illumina be required to file any request for a Post-Distribution Ruling under this Section 6.04(a) unless GRAIL represents that all information and representations, if any, relating to any member of the GRAIL Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete and obtains certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in such request documents are (subject to any qualifications therein) true, correct and complete. GRAIL shall reimburse Illumina for all reasonable costs and expenses incurred by the Illumina Group in connection with such cooperation within ten (10) Business Days after receiving an invoice from Illumina therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto.

Procedures Regarding Opinions and Post-Distribution Rulings. (a) If GRAIL ESAB notifies Illumina Colfax that it desires to take one of the actions described in Section 6.01(b) of this Agreement (a “Notified Action”), Illumina Colfax shall cooperate with GRAIL in good faith ESAB and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting GRAIL ESAB to take the Notified Action unless Illumina Colfax shall have waived the requirement (in Illumina’s sole discretion) to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. If such a Post-Distribution Ruling is to be sought, Illumina Colfax shall apply for such Post-Distribution Ruling, Ruling and Illumina Colfax and GRAIL ESAB shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall Illumina Colfax be required to file any request for a Post-Distribution Ruling under this Section 6.04(a6.03(a) unless GRAIL ESAB represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the GRAIL ESAB Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete and obtains certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in such request documents are (subject to any qualifications therein) true, correct and complete. GRAIL ESAB shall reimburse Illumina Colfax for all reasonable costs and expenses incurred by the Illumina Colfax Group in connection with such cooperation within ten (10) Business Days after receiving an invoice from Illumina Colfax therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto.