Common use of Supplemental Rulings Clause in Contracts

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. (ia) In General. TRW TFS agrees that at the reasonable request of TRW AutomotiveBrillian, TRW TFS shall cooperate with TRW Automotive Brillian 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 a Tax Authority for the purpose of confirming (1i) the continuing validity of any ruling (including another Supplemental Ruling) previously issued by the IRS or any Taxing Authority addressing the application of the law to the Distribution other Tax Authority, or (2ii) compliance on the part of TRW Automotive (or any TRW Automotive Affiliate) a Brillian Affiliate with its obligations under Section 4.01(b) of this Agreement3.2. However, TRW TFS shall not be obligated to seek a Supplemental Ruling if unless it reasonably believes that seeking the relevant Tax Authority would issue 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 therewithruling. Further, in no event shall TRW be required to TFS file any a request for a Supplemental Ruling Documents unless TRW Automotive Brillian represents that (1i) it has read the request for the Supplemental Ruling Documents and any materials, appendices, and exhibits submitted or filed therewith ("Supplemental Ruling Documents"), and (2ii) all information (other than information provided by an external expert) and representations, if any, relating to TRW Automotive (or any TRW Automotive Affiliate) Brillian Affiliate contained in the Supplemental Ruling Documents are true, correct correct, and complete in all material respects. TRW Automotive Brillian shall reimburse TRW TFS for all direct reasonable costs and expenses, including without limitation, attorney fees, accountant fees and filing fees, expenses incurred by TRW TFS in obtaining a Supplemental Ruling requested by TRW AutomotiveBrillian. Neither TRW Automotive nor any TRW Automotive Affiliate Brillian hereby agrees that TFS shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only TFS shall apply for a Supplemental Ruling. Brillian further agrees that it shall not seek any guidance (whether written or oral) from the IRS or any other Taxing Tax Authority concerning the Separation and 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 basis3.4.

Supplemental Rulings. (i) In General. TRW Equifax agrees that at the reasonable request of TRW AutomotiveCertegy, TRW Equifax shall cooperate with TRW Automotive Certegy 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 a Tax Authority for the purpose of confirming (1A) the continuing validity of any ruling (including another Supplemental Ruling) previously issued by the IRS or any Taxing Authority addressing the application of the law to the Distribution other Tax Authority, or (2B) compliance on the part of TRW Automotive (or any TRW Automotive Affiliate) a member of the Certegy Group with its obligations under this Section 4.01(b) of this Agreement2.5. However, TRW Equifax shall not be obligated to seek a Supplemental Ruling if requested by Certegy unless it reasonably believes that seeking the relevant Tax Authority would not issue 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 therewithruling. FurtherNotwithstanding the foregoing sentence, in no event shall TRW Equifax be required obligated to file any a request for a Supplemental Ruling Documents unless TRW Automotive Certegy represents that (1a) it has read the request for the Supplemental Ruling Documents and any materials, appendices and exhibits to be submitted or filed therewith ('Supplemental Ruling Documents") and (2B) all information (other than information provided by an external expert) and representations, if any, relating to TRW Automotive (or any TRW Automotive Affiliate) member of the Certegy Group contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. TRW Automotive Certegy shall reimburse TRW Equifax for all direct reasonable costs and expenses, including without limitation, attorney fees, accountant fees and filing fees, expenses incurred by TRW Equifax in seeking or obtaining a Supplemental Ruling requested by TRW AutomotiveCertegy. Neither TRW Automotive nor any TRW Automotive Affiliate Certegy hereby agrees that Equifax shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only Equifax shall apply for a Supplemental Ruling. Certegy further agrees that it shall not seek any guidance (whether written or oral) from the IRS or any other Taxing Tax Authority concerning the Separation and the Distribution except as set forth in this Section 4.02(c2.5(d). 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.