Common use of Procedures Regarding Opinions and Rulings Clause in Contracts

Procedures Regarding Opinions and Rulings. If a Party notifies the other Parties that it desires to take one of the actions described in Section 7.1 (a “Proposed Action” and such Party a “Notifying Party”), the other Parties shall cooperate with the Notifying Party and use their reasonable best efforts to seek to obtain a Ruling or an Unqualified Tax Opinion for the purpose of permitting the Notifying Party to take the Proposed Action unless the other Parties shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, the Notifying Party shall apply for such ruling and the Notifying Party and the other Parties shall jointly control the process of obtaining such ruling. The other Parties shall take any and all actions reasonably requested by the Notifying Party in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion); provided, that the other Parties shall not be required to make (or cause any of their respective Subsidiaries to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control. In no event shall the Notifying Party be permitted to file any ruling request under this Section 7.2 unless the other Parties have approved such ruling request (such approval not to be unreasonably withheld, conditioned or delayed). The Notifying Party shall reimburse each of the other Parties for all reasonable costs and expenses incurred by the Party or any of its Subsidiaries in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by the Notifying Party within ten (10) days after receiving an invoice from the other Party therefor.

Procedures Regarding Opinions and Rulings. (a) If a Party Newco notifies the other Parties Fox that it desires to take one of the actions described in Section 7.1 4.2 (a “Proposed Notified Action” and such Party a “Notifying Party”), the other Parties Fox shall cooperate with the Notifying Party Newco and use their its reasonable best efforts to seek to obtain a Ruling supplemental ruling from the IRS or permit Newco to obtain an Unqualified Tax Opinion (on which Fox may rely) for the purpose of permitting the Notifying Party Newco to take the Proposed Notified Action unless the other Parties Fox shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, the Notifying Party Fox shall apply for such ruling and the Notifying Party Fox and the other Parties Newco shall jointly control the process of obtaining such ruling. The other Parties shall take any and all actions reasonably requested by the Notifying Party in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion); provided, that the other Parties shall not be required to make (or cause any of their respective Subsidiaries to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control. In no event shall the Notifying Party Fox be permitted required to file any ruling request under this Section 7.2 4.3(a) unless the other Parties have approved Newco represents that (i) it has read such ruling request and (ii) all information and representations, if any, relating to any member of the Newco Group, contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete. Newco shall reimburse Fox for all reasonable costs and expenses incurred by the Fox Group in obtaining a ruling or Unqualified Tax Opinion requested by Newco within ten (10) days after receiving an invoice from Fox therefor. (b) Except as provided in Section 4.3(a), following the Effective Time, neither Newco nor any Affiliate of Newco shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Newco Contribution, the Distribution or the other Transactions (including the impact of any transaction on the Newco Contribution, the Distribution or the other Transactions) without the prior approval of Fox (such approval not to be unreasonably withheld, conditioned or delayed). The Notifying Party shall reimburse each of the other Parties for all reasonable costs and expenses incurred by the Party or any of its Subsidiaries in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by the Notifying Party within ten (10) days after receiving an invoice from the other Party therefor.

Procedures Regarding Opinions and Rulings. (a) If a the Restricted Party notifies the other Parties Other Party that it desires to take one of a Restricted Action and the actions described in Other Party requires Legal Comfort as a condition to consenting to such Restricted Action pursuant to Section 7.1 (a “Proposed Action” and such Party a “Notifying Party”4.04(b), the other Parties Other Party shall cooperate with the Notifying Party and use their commercially reasonable best efforts to seek to obtain a Ruling expeditiously obtain, or an Unqualified Tax Opinion for assist the purpose of permitting Restricted Party in obtaining, such Legal Comfort. Notwithstanding the Notifying Party to take the Proposed Action unless the other Parties shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be soughtforegoing, the Notifying Other Party shall apply for such ruling and the Notifying Party and the other Parties shall jointly control the process of obtaining such ruling. The other Parties shall take any and all actions reasonably requested by the Notifying Party in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion); provided, that the other Parties shall not be required to make (or cause take any of their respective Subsidiaries action pursuant to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control. In no event shall the Notifying Party be permitted to file any ruling request under this Section 7.2 unless 4.05(a) if, upon request, the other Parties have approved Restricted Party fails to certify that all information and representations relating to the Restricted Party or any Subsidiary of the Restricted Party in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such ruling request (such approval not to be unreasonably withheldcounterparty in the relevant documents are true, conditioned or delayed)correct and complete. The Notifying Restricted Party shall reimburse each of the other Parties Other Party for all reasonable out-of-pocket costs and expenses incurred by the Other Party or any Subsidiary of its Subsidiaries the Other Party in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by the Notifying Party Legal Comfort within ten (10) business days after receiving an invoice from the other Other Party therefor. (b) Notwithstanding anything herein to the contrary, Spinco shall not seek any Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if Vista determines that there is a reasonable possibility that such action could have a material adverse impact on Vista or any Subsidiary of Vista. (c) Vista shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in Vista’s sole discretion. Spinco, at the request of Vista, shall use commercially reasonable efforts to expeditiously obtain, or assist Vista in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. Vista shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by Vista within ten (10) business days after receiving an invoice from Spinco therefor. (d) Notwithstanding anything to the contrary in Section 4.05(a), Vista shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Spinco shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.05(a) or that can reasonably be expected to affect Spinco’s Liabilities under this Agreement, Vista shall (i) keep Spinco informed of all material actions taken or proposed to be taken by Vista, (ii) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (iii) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling.