Common use of Supplemental Rulings and Supplemental Tax Opinions Clause in Contracts

Supplemental Rulings and Supplemental Tax Opinions. Each of the Parties agrees that at the reasonable request of the other Party (the “Requesting Party”), such Party shall (and shall cause each member of its Group to) cooperate and use reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS. Each of the Parties further agrees that at the reasonable request of the Requesting Party, such other Party shall (and shall cause each member of its Group to) cooperate and use reasonable efforts to assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Tax Opinion from Tax Counsel. Within 30 Business Days after receiving an invoice from the other Party therefor, the Requesting Party shall reimburse such Party for all reasonable costs and expenses incurred by such Party and the members of its Group in connection with obtaining or requesting a Supplemental Ruling or in connection with assisting the Requesting Party in obtaining a Supplemental Tax Opinion. Notwithstanding the foregoing, X. Xxx U.S. shall not be required to file any Supplemental IRS Submission unless BHI represents to X. Xxx U.S. that (i) it has reviewed the Supplemental IRS Submission and (ii) all information and representations, if any, relating to any member of the B&W Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Babcock & Wilcox Co), Tax Sharing Agreement (McDermott International Inc), Tax Sharing Agreement (Babcock & Wilcox Co)

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Supplemental Rulings and Supplemental Tax Opinions. Each of the Parties parties agrees that at the reasonable request of the other Party party (the “Requesting Party”), such Party party shall (and shall cause each member of its Group to) cooperate and use reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS. Each of the Parties parties further agrees that at the reasonable request of the Requesting Party, such other Party party shall (and shall cause each member of its Group to) cooperate and use reasonable efforts to assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Tax Opinion from Tax Counsel. Within 30 Business Days thirty days after receiving an invoice from the other Party party therefor, the Requesting Party shall reimburse such Party party for all reasonable costs and expenses incurred by such Party party and the members of its Group in connection with obtaining or requesting a Supplemental Ruling or in connection with assisting the Requesting Party in obtaining a Supplemental Tax Opinion. Notwithstanding the foregoing, X. Xxx U.S. Pride shall not be required to file any Supplemental IRS Submission unless BHI Seahawk represents to X. Xxx U.S. Pride that (ix) it has reviewed the Supplemental IRS Submission and (iiy) all information and representations, if any, relating to any member of the B&W Seahawk Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Pride SpinCo, Inc.), Tax Sharing Agreement (Pride International Inc), Tax Sharing Agreement (Seahawk Drilling, Inc.)

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Supplemental Rulings and Supplemental Tax Opinions. Each of the Parties parties agrees that that, at the reasonable request of the other Party party (the “Requesting Party”), such Party party shall (and shall cause each member of its Group to) (i) cooperate and use reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS. Each of the Parties further agrees that at the reasonable request of the Requesting Party, such other Party shall IRS or (and shall cause each member of its Group toii) cooperate and use reasonable efforts to assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Tax Opinion from Tax Counsel. Within 30 Business Days thirty days after receiving an invoice from the other Party party therefor, the Requesting Party shall reimburse such Party other party for all reasonable costs and expenses incurred by such Party other party and the members of its such other party’s Group in connection with obtaining or requesting a Supplemental Ruling or in connection with assisting the Requesting Party in obtaining a Supplemental Tax Opinion. Notwithstanding the foregoing, X. Xxx U.S. a party shall not be required to file any Supplemental IRS Submission at the request of the Requesting Party unless BHI the Requesting Party represents to X. Xxx U.S. such other party that (ix) it the Requesting Party has reviewed the Supplemental IRS Submission and (iiy) all information and representations, if any, relating to any member of the B&W Requesting Party’s Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Navient Corp), Tax Sharing Agreement (New Corp)

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