Common use of Request for Alternative IRS Ruling Clause in Contracts

Request for Alternative IRS Ruling. If the IRS is unwilling to issue the ruling described in Section 5.01(a) above, the parties will request the IRS to issue a private letter ruling holding that HoldCo (which shall include for purposes of this Article V Marathon or any member of the Marathon Affiliated Group that is the "acquiring corporation" of HoldCo in the Acquisition Merger within the meaning of Code Section 381(a)) is entitled to claim the Specified Liability Deductions under the Net Deduction Method and that the use of the Specified Liability Deductions by HoldCo is not limited under Code Sections 382, 384 or Treasury Regulation Section 1.1502-15 (the "Alternative Ruling"). If the IRS issues the Alternative Ruling, the Specified Liability Deductions shall be claimed by HoldCo on the Marathon Affiliated Group's consolidated Federal income tax return for each taxable period in which the Alternative Ruling is in effect and not by New Ashland Inc. or any member of the New Ashland Inc. Group, except as otherwise provided in Section 5.01(c) below. The amount of the Specified Liability Deductions claimed by Marathon shall be determined under the Net Deduction Method unless the parties agree in writing that a different method should be used or unless there is a Final Determination requiring a different method. Unless explicitly provided to the contrary in this Article V, Marathon shall retain full control over all Tax Items on its Tax Returns.

Request for Alternative IRS Ruling. If the IRS is unwilling to issue the ruling described in Section 5.01(a) above, the parties will request the IRS to issue a private letter ruling holding that HoldCo (which shall include for purposes of this Article V Marathon or any member of the Marathon Affiliated Group that is the "“acquiring corporation" ” of HoldCo in the Acquisition Merger within the meaning of Code Section 381(a)) is entitled to claim the Specified Liability Deductions under the Net Deduction Method and that the use of the Specified Liability Deductions by HoldCo is not limited under Code Sections 382, 384 or Treasury Regulation Section 1.1502-15 (the "“Alternative Ruling"”). If the IRS issues the Alternative Ruling, the Specified Liability Deductions shall be claimed by HoldCo on the Marathon Affiliated Group's ’s consolidated Federal income tax return for each taxable period in which the Alternative Ruling is in effect and not by New Ashland Inc. or any member of the New Ashland Inc. Group, except as otherwise provided in Section 5.01(c) below. The amount of the Specified Liability Deductions claimed by Marathon shall be determined under the Net Deduction Method unless the parties agree in writing that a different method should be used or unless there is a Final Determination requiring a different method. Unless explicitly provided to the contrary in this Article V, Marathon shall retain full control over all Tax Items on its Tax Returns.