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) If SpinCo or Merger Partner Equityholder, as applicable, notifies Parent that it desires to take one of the actions described in Section 6.02(c) (a “Notified Action”), Parent shall reasonably cooperate with SpinCo 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 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, a Post-Distribution Ruling under this Section 6.03(a) unless SpinCo or Merger Partner Equityholder, as applicable, represents that (i) it has 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 after receiving a request for payment 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 or Merger Partner Equityholder, as applicable, notifies Parent that it desires to take one of the actions described in Section 6.02(c6.02(d)(i) (a “Notified Action”), Parent shall reasonably cooperate with SpinCo or Merger Partner Equityholder, as applicable, 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 the 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, or cooperate in the filing of, or provide consent for SpinCo to file any request for a Post-Distribution Ruling under this Section 6.03(a6.04(a) unless SpinCo or Merger Partner Equityholder, as applicable, represents that (i) it has read 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 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 a request for payment an invoice from Parent therefor.