Common use of Supplemental Rulings Clause in Contracts

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. (i) Ford Equifax agrees that at the reasonable request of VisteonCertegy, Ford Equifax shall cooperate with Visteon Certegy 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 member of the Certegy Group with its obligations under this Section 42.5. However, Ford Equifax shall not be obligated to seek a Supplemental Ruling requested by Certegy unless it reasonably believes that the relevant Tax Authority would not issue such a ruling. FurtherNotwithstanding the foregoing sentence, in no event shall Ford Equifax be obligated to file a request for a Supplemental Ruling unless Visteon Certegy represents that (Aa) it has read the request for the Supplemental Ruling and any materials, appendices and exhibits to be submitted or filed therewith ("SUPPLEMENTAL RULING DOCUMENTS`Supplemental Ruling Documents") and (B) all information (other than information provided by an external expert) and representations, if any, relating to any Visteon Affiliate member of the Certegy Group contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. Visteon Certegy shall reimburse Ford Equifax for all reasonable costs and expenses incurred by Ford Equifax in seeking or obtaining a Supplemental Ruling requested by VisteonCertegy. Visteon Certegy hereby agrees that Ford Equifax shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only Ford Equifax shall apply for a Supplemental Ruling. Visteon Certegy further agrees that it shall not seek any guidance from the IRS or any other Tax Authority concerning the Restructuring Separation and the Distribution except as set forth in this Section 4(d2.5(d).

Supplemental Rulings. (i) Ford In General. Hewlett-Packard agrees that at the ---------- reasonable request of VisteonAgilent, Ford Hewlett-Packard shall cooperate with Visteon Agilent and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Supplemental Ruling or other guidance from a the Service or any other Tax Authority for the purpose of confirming (A1) the continuing validity of (A) the Initial Private Letter Ruling, (B) any similar ruling (including another Supplemental Ruling) previously issued by any Tax Authority addressing the IRS application of a provision of the laws of another jurisdiction to the Internal Distribution or the Public Distribution and/or (C) any other Tax AuthoritySupplemental Rulings issued previously, or and (B2) compliance on the part of a Visteon Agilent or an Agilent Affiliate with its obligations under Section 5.2 of this Section 4Agreement. However, Ford Hewlett-Packard shall not be obligated to seek a Supplemental Ruling unless if it reasonably believes that the relevant Tax Authority seeking such Supplemental Ruling would issue such a rulingadversely affect Hewlett-Packard or any Hewlett-Packard Affiliate. Further, in no event shall Ford Hewlett-Packard be required to file a request for a any Supplemental Ruling unless Visteon Agilent represents that (A1) it has read the request for the Supplemental Ruling and any materials, appendices and exhibits submitted or filed therewith (the "SUPPLEMENTAL RULING DOCUMENTSSupplemental Ruling Documents") and (B2) all information (other than information provided by an external expert) and representations, if any, relating to Agilent and any Visteon Agilent Affiliate contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. Visteon Agilent shall reimburse Ford Hewlett-Packard for all reasonable costs and expenses incurred by Ford Hewlett-Packard in obtaining a Supplemental Ruling requested by VisteonAgilent. Visteon Agilent hereby agrees that Ford shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only Ford Hewlett-Packard shall apply for a Supplemental Ruling. Visteon Agilent further agrees that it shall not seek any guidance (whether written or oral) from the IRS Service or any other Tax Authority concerning the Restructuring Spinoff except as set forth in this Section 4(d5.4(b).

Supplemental Rulings. (i) Ford Equifax agrees that at the reasonable request of VisteonPSI, Ford Equifax shall cooperate with Visteon PSI 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 member of the PSI Group with its obligations under this Section 42.5. However, Ford Equifax shall not be obligated to seek a Supplemental Ruling requested by PSI unless it reasonably believes that the relevant Tax Authority would not issue such a ruling. Further, in no event shall Ford Equifax file a request for a Supplemental Ruling unless Visteon PSI represents that (Aa) it has read the request for the Supplemental Ruling and any materials, appendices and exhibits submitted or filed therewith ("SUPPLEMENTAL RULING DOCUMENTS`Supplemental Ruling Documents") and (B) all information (other than information provided by an external expert) and representations, if any, relating to any Visteon Affiliate member of the PSI Group contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. Visteon PSI shall reimburse Ford Equifax for all reasonable costs and expenses incurred by Ford Equifax in obtaining a Supplemental Ruling requested by VisteonPSI. Visteon PSI hereby agrees that Ford Equifax shall have sole and exclusive control over the process of obtaining a Supplemental Ruling, and that only Ford Equifax shall apply for a Supplemental Ruling. Visteon PSI 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(d2.5(d).