Supplemental Rulings. (a) Each of the Companies agrees that, at the reasonable request of the other Company (the “Requesting Party”), each Company shall (and shall cause their respective Subsidiaries and Affiliates to) cooperate and use reasonable best efforts to obtain, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS. The Requesting Party shall reimburse the other parties for all reasonable out-of-pocket costs and expenses incurred by such parties or their Subsidiaries or Affiliates in connection with obtaining or requesting such Supplemental Ruling within five business days after receiving an invoice from such party therefor.
Supplemental Rulings. (i) In General. TRW agrees that at the reasonable request of TRW Automotive, TRW shall cooperate with TRW Automotive and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Supplemental Ruling or other guidance from the IRS or any other Taxing Authority for the purpose of confirming (1) the continuing validity of any ruling issued by any Taxing Authority addressing the application of the law to the Distribution or (2) compliance on the part of TRW Automotive (or any TRW Automotive Affiliate) with its obligations under Section 4.01(b) of this Agreement. However, TRW shall not be obligated to seek a Supplemental Ruling if it reasonably believes that seeking such Supplemental Ruling would adversely affect TRW (or any TRW Affiliate) other than merely as a matter of inconvenience or in respect of nominal costs or overhead associated therewith. Further, in no event shall TRW be required to file any Supplemental Ruling Documents unless TRW Automotive represents that (1) it has read the Supplemental Ruling Documents and (2) all information and representations, if any, relating to TRW Automotive (or any TRW Automotive Affiliate) contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. TRW Automotive shall reimburse TRW for all direct costs and expenses, including without limitation, attorney fees, accountant fees and filing fees, incurred by TRW in obtaining a Supplemental Ruling requested by TRW Automotive. Neither TRW Automotive nor any TRW Automotive Affiliate shall seek any guidance (whether written or oral) from the IRS or any other Taxing Authority concerning the Distribution except as set forth in this Section 4.02(c). The preceding sentence shall not in any way limit the ability of any outside counsel to TRW Automotive to request informal guidance from the IRS regarding such issues on an anonymous basis.
Supplemental Rulings. (i) Ford agrees that at the reasonable request of Visteon, Ford shall cooperate with Visteon and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Supplemental Ruling or other guidance from a Tax Authority for the purpose of confirming (A) the continuing validity of any ruling (including another Supplemental Ruling) previously issued by the IRS or any other Tax Authority, or (B) compliance on the part of a Visteon Affiliate with its obligations under this Section 4. However, Ford shall not be obligated to seek a Supplemental Ruling unless it reasonably believes that the relevant Tax Authority would issue such a ruling. Further, in no event shall Ford file a request for a Supplemental Ruling unless Visteon represents that (A) it has read the request for the Supplemental Ruling and any materials, appendices and exhibits submitted or filed therewith ("SUPPLEMENTAL RULING DOCUMENTS") and (B) all information (other than information provided by an external expert) and representations, if any, relating to any Visteon Affiliate contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. Visteon shall reimburse Ford for all reasonable costs and expenses incurred by Ford in obtaining a Supplemental Ruling requested by Visteon. Visteon hereby agrees that Ford shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only Ford shall apply for a Supplemental Ruling. Visteon further agrees that it shall not seek any guidance from the IRS or any other Tax Authority concerning the Restructuring except as set forth in this Section 4(d).
Supplemental Rulings. IR shall provide Allegion a copy of and an opportunity to comment upon any supplemental ruling sought from the IRS with respect to the Ruling and no supplemental ruling request shall be made without Allegion’s consent if such supplemental ruling would materially expand Allegion’s indemnification obligations under Section 2.1.
Supplemental Rulings. (a) Each of the parties agrees that, at the reasonable request of another party (the "Requesting Party"), LMC and LEI shall (and shall cause each member of its Group) to cooperate and use reasonable best efforts to obtain, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS. Notwithstanding the foregoing, LMC shall not be required to file any Supplemental IRS Submission unless LEI represents to LMC that (i) it has reviewed the Supplemental IRS Submission, and (ii) all information and representations, if any, relating to any member of the LEI Group and their Affiliates contained in the Supplemental IRS Submission are true, correct and complete in all material respects. The Requesting Party shall reimburse the other parties for all reasonable out-of-pocket costs and expenses incurred by such parties or their Affiliates in connection with obtaining or requesting such Supplemental Ruling within five business days after receiving an invoice from such party therefor.
Supplemental Rulings. CenTra shall provide LINC a copy of and an opportunity to comment upon any supplemental ruling sought from the IRS with respect to the Ruling and no supplemental ruling request shall be made without LINC’s consent.
Supplemental Rulings. Section 4.18,....................... 48
Supplemental Rulings. Peabody shall provide Spinco a copy of and an opportunity to comment upon any supplemental ruling sought from the Internal Revenue Service with respect to the Ruling and no supplemental ruling request shall be made without Spinco’s consent if such supplemental ruling would materially expand Spinco’s indemnification obligations under Section 4.3.
Supplemental Rulings. Leidos shall provide New SAIC a copy of and an opportunity to comment upon any supplemental ruling sought from the IRS with respect to the Ruling and no supplemental ruling request shall be made without New SAIC’s consent if such supplemental ruling would materially expand New SAIC’s indemnification obligations under Section 4.3.
Supplemental Rulings. CHS shall provide Spinco a copy of and an opportunity to comment upon any supplemental ruling sought from the IRS with respect to the Ruling and no supplemental ruling request shall be made without Spinco’s consent if such supplemental ruling would materially expand Spinco’s indemnification obligations under Section 4.3.
