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

Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions. (a) Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request. If SpinCo notifies Parent that it desires to take one of the actions described in Section 6.02(d)(i) (a “Notified Action”), Parent shall cooperate with SpinCo and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take such Notified Action, unless Parent shall have waived the requirement to obtain such ruling or opinion. Notwithstanding the foregoing, Parent shall not be required to file, cooperate in the filing of, or provide consent for SpinCo to file any request for a Post-Distribution Ruling under this Section 6.04(a) unless SpinCo represents that (i) it has reviewed the request for such Post-Distribution Ruling, and (ii) all statements, information, and representations relating to any member of the SpinCo Group contained in such request and related documents are (subject to any qualifications therein) true, correct, and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo within ten (10) business days after receiving an invoice from Parent therefor.

Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions. (a) Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request. If SpinCo Acquiror notifies Parent CBS that it or Radio desires to take one of the actions described in Section 6.02(d)(i6.02(b) (a “Notified Action”), Parent CBS shall cooperate with SpinCo Acquiror and use its commercially reasonable best efforts to seek to obtain a Post-Distribution Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo Acquiror or Radio, as applicable, to take such the Notified Action, unless Parent CBS shall have waived the requirement to obtain such ruling or opinion. Notwithstanding the foregoing, Parent CBS shall not be required to file, file or cooperate in the filing of, or provide consent for SpinCo to file of any request Ruling Request for a Post-Distribution Ruling under this Section 6.04(a6.03(a) unless SpinCo Acquiror represents that (iA) it has reviewed read the request for such Post-Distribution RulingRuling Request, and (iiB) all statements, information, information and representations relating to any member of the SpinCo Group Acquiror Group, contained in such request and related documents Ruling Request are (subject to any qualifications therein) true, correct, correct and complete. SpinCo Acquiror shall reimburse Parent CBS for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of CBS personnel, incurred by the Parent CBS Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo Acquiror within ten (10) business days Business Days after receiving an invoice from Parent CBS therefor.

Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions. (a) Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request. If SpinCo or Merger Partner Equityholder, as applicable, notifies Parent that it desires to take one of the actions described in Section 6.02(d)(i6.02(c) (a “Notified Action”), Parent shall reasonably cooperate with SpinCo and use its commercially reasonable efforts or Merger Partner Equityholder, as applicable, to seek to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take such the Notified Action, unless Parent shall have waived the requirement to obtain such ruling or opinion. Notwithstanding the foregoing, Parent shall not be required to file, or cooperate in the filing of, or provide consent for SpinCo to file any request for a Post-Distribution Ruling under this Section 6.04(a6.03(a) unless SpinCo or Merger Partner Equityholder, as applicable, represents that (i) it has reviewed read the request for such Post-Distribution Ruling, and (ii) all statements, information, and representations relating to any member of the SpinCo Group contained in such request and related documents are (subject to any qualifications therein) true, correct, and complete. SpinCo or Merger Partner Equityholder, as applicable, shall reimburse Parent for all reasonable out-of-pocket costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo or Merger Partner Equityholder, as applicable, within ten (10) business days Business Days after receiving an invoice a request for payment from Parent therefor.