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. (b) Illumina shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If Illumina determines to obtain such a Post-Distribution Ruling or tax opinion, Illumina shall have exclusive control over the process and GRAIL shall (and shall cause its Affiliates to) cooperate with Illumina and take any and all actions reasonably requested by Illumina in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). Illumina shall reimburse GRAIL for all reasonable costs and expenses incurred by the GRAIL Group in connection with such cooperation within ten (10) Business Days after receiving an invoice from GRAIL therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (c) Following the Effective Time, GRAIL shall not, nor shall GRAIL permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on any Intended Tax Treatment) or a Pre-Distribution Period without obtaining Illumina’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Regarding Opinions and Post-Distribution Rulings. (a) If GRAIL Worthington Steel notifies Illumina New Worthington that it desires to take one of the actions described in Section 6.01(b6.1(b) of this Agreement (a “Notified Action”), Illumina New Worthington shall cooperate with GRAIL in good faith Worthington Steel and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting GRAIL Worthington Steel to take the Notified Action unless Illumina New Worthington 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 New Worthington shall apply for such Post-Distribution Ruling, Ruling and Illumina New Worthington and GRAIL Worthington Steel shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall Illumina New Worthington be required to file any request for a Post-Distribution Ruling under this Section 6.04(a6.3(a) unless GRAIL Worthington Steel represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the GRAIL Worthington Steel 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 Worthington Steel shall reimburse Illumina New Worthington for all reasonable costs and expenses incurred by the Illumina New Worthington Group in connection with such cooperation within ten thirty (1030) Business Days after receiving an invoice from Illumina New Worthington therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (b) Illumina New Worthington shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If Illumina New Worthington determines to obtain such a Post-Distribution Ruling or tax opinion, Illumina shall have exclusive control over the process and GRAIL Worthington Steel shall (and shall cause its Affiliates to) cooperate with Illumina New Worthington and take any and all actions reasonably requested by Illumina New Worthington in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). Illumina New Worthington shall reimburse GRAIL Worthington Steel for all reasonable costs and expenses incurred by the GRAIL Worthington Steel Group in connection with such cooperation within ten thirty (1030) Business Days after receiving an invoice from GRAIL Worthington Steel therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (c) Following the Effective Time, GRAIL Worthington Steel shall not, nor shall GRAIL Worthington Steel permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on any the Intended Tax Treatment) or a Pre-Distribution Period without obtaining IlluminaNew Worthington’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Regarding Opinions and Post-Distribution Rulings. (a) If GRAIL Seaport Entertainment notifies Illumina HHH that it desires to take one of the actions described in Section 6.01(b6.1(b) of this Agreement (a “Notified Action”), Illumina HHH shall cooperate with GRAIL in good faith Seaport Entertainment and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting GRAIL Seaport Entertainment to take the Notified Action unless Illumina HHH 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 HHH shall apply for such Post-Distribution Ruling, Ruling and Illumina HHH and GRAIL Seaport Entertainment shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall Illumina HHH be required to file any request for a Post-Distribution Ruling under this Section 6.04(a6.3(a) unless GRAIL Seaport Entertainment represents that (A) it has read such request, and (B) all information and representations, if any, relating to any member of the GRAIL Seaport Entertainment 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 Seaport Entertainment shall reimburse Illumina HHH for all reasonable costs and expenses incurred by the Illumina HHH Group in connection with such cooperation within ten thirty (1030) Business Days after receiving an invoice from Illumina HHH therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (b) Illumina HHH shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If Illumina HHH determines to obtain such a Post-Distribution Ruling or tax opinion, Illumina shall have exclusive control over the process and GRAIL Seaport Entertainment shall (and shall cause its Affiliates to) cooperate with Illumina HHH and take any and all actions reasonably requested by Illumina HHH in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). Illumina HHH shall reimburse GRAIL Seaport Entertainment for all reasonable costs and expenses incurred by the GRAIL Seaport Entertainment Group in connection with such cooperation within ten thirty (1030) Business Days after receiving an invoice from GRAIL Seaport Entertainment therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (c) Following the Effective Time, GRAIL Seaport Entertainment shall not, nor and shall GRAIL not permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation or Distribution (including the impact of any transaction on any the Intended Tax Treatment) or a Pre-Distribution Period without obtaining IlluminaHHH’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

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. (b) Illumina Colfax shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If Illumina Colfax determines to obtain such a Post-Distribution Ruling or tax opinion, Illumina shall have exclusive control over the process and GRAIL ESAB shall (and shall cause its Affiliates to) cooperate with Illumina Colfax and take any and all actions reasonably requested by Illumina Colfax in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). Illumina Colfax shall reimburse GRAIL ESAB for all reasonable costs and expenses incurred by the GRAIL ESAB Group in connection with such cooperation within ten (10) Business Days after receiving an invoice from GRAIL ESAB therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. (c) Following the Effective Time, GRAIL ESAB shall not, nor shall GRAIL ESAB permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on any the Intended Tax Treatment) or a Pre-Distribution Period without obtaining IlluminaColfax’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.