9100 Relief Sample Clauses
The 9100 Relief clause provides a mechanism for parties to obtain relief from certain contractual obligations when unforeseen circumstances, such as force majeure events, prevent performance. In practice, this clause typically outlines the specific conditions under which a party may claim relief, the process for notifying the other party, and any limitations or timeframes for such relief. Its core function is to allocate risk and provide flexibility, ensuring that parties are not unfairly penalized for events beyond their control.
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9100 Relief. (i) Seller shall, as soon as reasonably practical (as determined in Seller’s discretion), cause The ▇▇▇▇▇▇▇ Company (US) Inc., or a successor thereto (“Old Parent”), to file with the Internal Revenue Service a request under Treasury Regulations Section 301.9100-3 for an extension of time to allow Old Parent to file an election under Treasury Regulations Section 1.1502-95(c) to apportion all or a portion of the consolidated Section 382 limitation and of the net unrealized built-in gain to the Company Group in connection with Old Parent’s distribution of the shares of the Company in 2007 (the “Relief Request”). Seller shall engage, or cause Old Parent to engage, PricewaterhouseCoopers, LLP (“PWC”) to prepare, review and file the Relief Request. Seller intends to file, or cause to be filed, the Relief Request within 90 days of the date hereof; it being understood and agreed that Seller shall have no liability to Buyer or any of its Affiliates if the Relief Request is not in fact filed within 90 days of the date hereof.
(ii) Seller shall provide, or cause PWC to provide, ▇▇▇▇ ▇. ▇▇▇▇▇ of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (or such other Person as Buyer may designate to Seller in writing) (the “Designee”) with a copy of the draft Relief Request before it is filed, Table of Contents provided that the Designee provides Seller, within 2 Business Days after request therefor, with such documentation as Seller shall reasonably request to ensure that the Designee has agreed, for the benefit of Seller and its Affiliates, to keep the contents of such draft, and any information that the Designee may obtain pursuant to Section 7.4(g)(iii) below, confidential. The Designee may provide comments to Seller and PWC with respect to the draft Relief Request; provided such comments are provided within 2 Business Days after the Designee’s receipt of the draft Relief Request. Neither Seller nor PWC shall be obligated to make any changes to the draft Relief Request in response to any such comments.
(iii) Provided that the confidentiality arrangements described in Section 7.4(g)(ii) above have been entered into, Seller shall, or shall cause PWC to, provide the Designee with updates regarding any substantive feedback provided by the Internal Revenue Service with respect to the Relief Request.
(iv) Following Old Parent’s receipt of such an extension, if any, from the Internal Revenue Service, Seller shall cause Old Parent to file an election under Treasury Regulations Section...
9100 Relief. The IRS shall have granted the Company’s application for relief submitted on May 12, 2010 pursuant to Rev. Proc. 2008-27 or issued an IRS private letter ruling granting such relief pursuant to Treasury Regulation 301.9100-3 in a form reasonably acceptable to LIH (the “FIRPTA Relief Request”); provided, that LIH shall not have the right to waive the condition set forth in this Section 6.3(f) if the amount of the aggregate liability covered by Section 3.9 of the Tax Matters Agreement would exceed $10 million.