Common use of Certain Exceptions Clause in Contracts

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) IP shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transaction, (ii) (in the event that IP chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco shall have provided to IP an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days prior to effecting such action or transaction and IP shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling Request.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction PeriodSection 6.02(c) and Section 6.02(e), Spinco RMT Parent or SpinCo may proceed with any of the actions or transactions described therein, if (i) IP GPC shall have given its prior written consent to the action or transaction (such consent not to be unreasonably withheld, conditioned or delayed) (ii) GPC shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP GPC to the effect that such action or transaction will not affect the Tax-Free Status Intended Tax Treatment of any applicable transaction, or (iiiii) (in the event that IP GPC chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco ), RMT Parent or SpinCo shall have provided to IP GPC an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days GPC prior to effecting such action or transaction and IP (it being understood that GPC shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP GPC within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived GPC); provided that RMT Parent agrees in writing to bear any reasonable expenses associated with obtaining such a ruling or opinion, and, provided further, that the requirement to obtain RMT Parent Group Entities shall not be relieved of any liability under Section 3.02 by reason of seeking or having obtained such a ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP GPC may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions covenants set forth in this Section 6.02, Spinco SpinCo shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling Request.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(a)(i)(A), 6.02(a)(ii)(A) or Section 6.02(b), during the Restriction Restricted Period, Spinco SpinCo may proceed with any of the actions or transactions described therein, if (i) IP Post shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP Post to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transactionCovered Transaction, (ii) (in the event that IP chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco SpinCo shall have provided to IP Post an Unqualified Tax Opinion or a ruling in form and substance reasonably satisfactory to IP at least thirty (30) days Post prior to effecting such action or transaction and IP Post shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion or ruling is reasonably satisfactory to IP Post within ten fifteen (1015) days of receipt of such Unqualified Tax Opinion or ruling by IP, Post or (iii) IP Post shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is reasonably satisfactory, IP Post may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits; taking due account of the intention of the Parties to replace the “50-percent or greater interest” as defined in Section 355(e)(2)(A)(ii) of the Code with the forty percent (40%) threshold in the definition of Disqualified Ownership Shift contained herein. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco SpinCo shall be permitted to (xA) enter into consummate the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (zB) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX maintain the composition of Treasury Regulation Section 1.355its board of directors in place immediately following the Distribution, subject to re-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by election in the IRS in connection with any IRS Ruling Requestordinary course.