Common use of Rulings Clause in Contracts

Rulings. Cyclerion hereby agrees that Ironwood shall have sole and exclusive control over the process of obtaining any Ruling, and that only Ironwood shall apply for a Ruling. Neither Cyclerion nor any Cyclerion Affiliate directly or indirectly controlled by Cyclerion shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation or the Distribution (including the impact of any transaction on the Tax-Free Status of the Separation or the Distribution or the intended Tax treatment of any other Separation Transaction) without the prior written consent of Ironwood, such consent not to be unreasonably withheld.

Appears in 4 contracts

Samples: Tax Matters Agreement (Ironwood Pharmaceuticals Inc), Tax Matters Agreement (Cyclerion Therapeutics, Inc.), Tax Matters Agreement (Cyclerion Therapeutics, Inc.)

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