Common use of Procedures Regarding Opinions and Rulings Clause in Contracts

Procedures Regarding Opinions and Rulings. (a) If BNED notifies B&N that it wishes to take a restricted action described in Section 4.03(a) and seeks Satisfactory Guidance for purposes of Section 4.04, B&N, at the request of BNED, shall use commercially reasonable efforts to expeditiously obtain, or assist BNED in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, B&N shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, BNED fails to certify that all information and representations relating to BNED or any Subsidiary of BNED 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 counterparty in the relevant documents are true, correct and complete. BNED shall reimburse B&N for all reasonable out-of-pocket costs and expenses incurred by B&N or any Subsidiary of B&N in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from B&N therefor. (b) Notwithstanding anything herein to the contrary, BNED shall not seek a ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if B&N determines that there is a reasonable possibility that such action could have a significant adverse impact on B&N or any Subsidiary of B&N.

Procedures Regarding Opinions and Rulings. (a) If BNED AdvanSix notifies B&N HII that it wishes desires to take a restricted action described in Section 4.03(a) and seeks HII requires Satisfactory Guidance for purposes of as a condition to consenting to such restricted action pursuant to Section 4.044.04(b), B&N, at the request of BNED, HII shall use commercially reasonable efforts to expeditiously obtain, or assist BNED AdvanSix in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, B&N HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, BNED AdvanSix fails to certify that all information and representations relating to BNED AdvanSix or any Subsidiary of BNED AdvanSix 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 counterparty in the relevant documents are true, correct and complete. BNED AdvanSix shall reimburse B&N HII for all reasonable out-of-pocket costs and expenses incurred by B&N HII or any Subsidiary of B&N HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from B&N HII therefor. (b) Notwithstanding anything herein to the contrary, BNED AdvanSix shall not seek a ruling Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if B&N HII determines that there is a reasonable possibility that such action could have a significant adverse impact on B&N HII or any Subsidiary of B&N.HII.