Common use of Procedures Regarding Opinions and Rulings Clause in Contracts

Procedures Regarding Opinions and Rulings. (a) If Spinco notifies IP that it desires to take one of the actions described in Section 6.02(b) (a “Notified Action”), IP and Spinco shall cooperate in obtaining a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless IP shall have waived in writing the requirement to obtain such supplemental ruling or Unqualified Tax Opinion. If a supplemental ruling from the IRS is to be sought, IP shall apply for such ruling and IP shall control the process of obtaining such ruling. In no event shall IP be required to file any ruling request under this Section 6.03(a) unless Spinco represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to Spinco, its current or former shareholders or any Spinco Entity contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete in all material respects. Spinco shall reimburse IP for all reasonable out-of-pocket costs and expenses incurred by any IP Entity in connection with any Notified Action within ten (10) days after receiving an invoice from IP therefor.

Procedures Regarding Opinions and Rulings. (a) If Spinco notifies IP Parent that it desires to take one of the actions described in Section 6.02(b) (a “Notified Action”), IP and Spinco Parent shall cooperate in obtaining with Spinco and use its reasonable best efforts to seek to obtain a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless IP Parent shall have waived in writing the requirement to obtain such supplemental ruling or Unqualified Tax Opinionopinion. If such a supplemental ruling from the IRS is to be sought, IP Parent shall apply for such ruling and IP Parent and Spinco shall jointly control the process of obtaining such ruling. In no event shall IP Parent be required to file any ruling request under this Section 6.03(a) unless Spinco represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to Spincoany member of the Spinco Group, its current or former shareholders or any Spinco Entity contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete in all material respectscomplete. Spinco shall reimburse IP Parent for all reasonable out-of-pocket costs and expenses incurred by any IP Entity the Parent Group in connection with any Notified Action obtaining a ruling or Unqualified Tax Opinion requested by Spinco within ten (10) days after receiving an invoice from IP Parent therefor.

Procedures Regarding Opinions and Rulings. (a) If Spinco notifies IP Harbor that it desires to take one of the actions described in Section 6.02(b) (a “Notified Action”), IP Harbor and Spinco shall cooperate in obtaining a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless IP Harbor shall have waived in writing the requirement to obtain such supplemental ruling or Unqualified Tax Opinion. If a supplemental ruling from the IRS is to be sought, IP Harbor shall apply for such ruling and IP Harbor shall control the process of obtaining such ruling. In no event shall IP Harbor be required to file any ruling request under this Section 6.03(a) unless Spinco represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to Spinco, its current or former shareholders or any Spinco Entity contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete in all material respects. Spinco shall reimburse IP Harbor for all reasonable out-of-pocket costs and expenses incurred by any IP Harbor Entity in connection with any Notified Action within ten (10) [15] days after receiving an invoice from IP Harbor therefor.