Common use of Supplemental Rulings and Restrictions on SpinCo Clause in Contracts

Supplemental Rulings and Restrictions on SpinCo. (a) Supplemental Rulings at RemainCo Request. RemainCo shall have the right to obtain a Supplemental Ruling in its sole and absolute discretion. If RemainCo determines to obtain a Supplemental Ruling, SpinCo shall (and shall cause each SpinCo Affiliate to) cooperate with RemainCo and take any and all actions reasonably requested by RemainCo in connection with obtaining the Supplemental Ruling (including, without limitation, by making any representation or providing any materials or information requested by any Tax Authority; provided that SpinCo shall not be required to make (or cause any SpinCo Affiliate to make) any representation that is inconsistent with historical facts or as to future matters or events over which it has no control) or to take any action that reasonably could be expected to be adverse to its business, its financial condition or its assets. RemainCo shall reimburse SpinCo for all reasonable costs and expenses incurred by SpinCo or its Affiliates in obtaining a Supplemental Ruling requested by RemainCo within ten (10) Business Days after receiving an invoice from SpinCo therefor. In connection with obtaining a Supplemental Ruling pursuant to this Section 5.3(a), (i) RemainCo shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by RemainCo in connection therewith; (ii) RemainCo shall (a) reasonably in advance of the submission of any Supplemental Ruling Request, provide SpinCo with a draft copy thereof, (b) reasonably consider SpinCo ‘s comments on such draft copy, and (c) provide SpinCo with a final copy of any Supplemental Ruling Request; and (iii) RemainCo shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with any Taxing Authority (subject to the approval of the Taxing Authority) that relate to such Supplemental Ruling.

Supplemental Rulings and Restrictions on SpinCo. (a) Supplemental Rulings at RemainCo Parent Request. RemainCo Parent shall have the right to obtain a Supplemental Ruling in its sole and absolute discretion. If RemainCo Parent determines to obtain a Supplemental Ruling, SpinCo Spinco shall (and shall cause each SpinCo Spinco Affiliate to) cooperate with RemainCo Parent and take any and all actions reasonably requested by RemainCo Parent in connection with obtaining the Supplemental Ruling (including, without limitation, by making any representation or covenant or providing any materials or information requested by any Tax Authority; provided that SpinCo Spinco shall not be required to make (or cause any SpinCo Spinco Affiliate to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control) or to take any action that reasonably could be expected to be adverse to its business, its financial condition or its assets). RemainCo Parent shall reimburse SpinCo Spinco for all reasonable costs and expenses incurred by SpinCo Spinco or its Affiliates in obtaining a Supplemental Ruling requested by RemainCo Parent within ten (10) Business Days after receiving an invoice from SpinCo Spinco therefor. In connection with obtaining a Supplemental Ruling pursuant to this Section 5.3(a4.3(a), (iA) RemainCo Parent shall keep SpinCo Spinco informed in a timely manner of all material actions taken or proposed to be taken by RemainCo Parent in connection therewith; (iiB) RemainCo Parent shall (a1) reasonably in advance of the submission of any Supplemental Ruling Request, provide SpinCo Spinco with a draft copy thereof, (b2) reasonably consider SpinCo ‘s Spinco’s comments on such draft copy, and (c3) provide SpinCo Spinco with a final copy of any Supplemental Ruling Request; and (iiiC) RemainCo Parent shall provide SpinCo Spinco with notice reasonably in advance of, and SpinCo Spinco shall have the right to attend, any formally scheduled meetings with any Taxing Tax Authority (subject to the approval of the Taxing Tax Authority) that relate to such Supplemental Ruling.