Common use of Procedures Regarding Opinions and Rulings Clause in Contracts

Procedures Regarding Opinions and Rulings. If Product SpinCo notifies IP RemainCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.01(c), IP RemainCo and Product SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in connection with obtaining such Ruling or Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion); provided, that IP RemainCo shall not be required to make (or cause any of its Affiliates to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretion). In no event shall Product SpinCo be permitted to file any request for a Ruling under this Section 7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, conditioned, or delayed). Product SpinCo shall reimburse IP RemainCo for all reasonable costs and expenses incurred by IP RemainCo and its Affiliates in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by Product SpinCo within forty-five (45) days after receiving an invoice from IP RemainCo therefor.

Procedures Regarding Opinions and Rulings. (a) If Product SpinCo RAC Parent notifies IP RemainCo HERC Parent that it desires to take one of the actions described in clauses Section 3.02(b) (i) through (vi) of Section 7.01(ca “Notified Action”), IP RemainCo HERC Parent shall cooperate with RAC Parent and Product SpinCo shall reasonably cooperate use its reasonable best efforts to attempt seek to obtain obtain, as expeditiously as possible, a supplemental ruling from the Ruling IRS or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in connection with obtaining such Ruling or an Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor law firm issuing such Unqualified Tax Opinion)opinion) for the purpose of permitting RAC Parent to take the Notified Action unless HERC Parent shall have waived the requirement to obtain such ruling or opinion; provided, provided that IP RemainCo HERC Parent shall not be required to make (or cause any of its Affiliates a HERC Subsidiary to make) any representation or covenant that is untrue or inconsistent with historical facts, facts or as to future matters or events over which it has no control. If such a ruling is to be sought, HERC Parent shall apply for such ruling and HERC Parent and RAC Parent shall jointly control (in each case, as determined by IP RemainCo in its reasonable discretion)the process of obtaining such ruling. In no event shall Product SpinCo HERC Parent be permitted required to file any ruling request for a Ruling under this Section 7.03 3.03(a) unless IP RemainCo RAC Parent represents that (i) it has approved read such ruling request, and (ii) all information and representations, if any, relating to any member of the RAC Parent Group contained in such ruling request documents are (such approval not subject to be unreasonably withheldany qualifications therein) true, conditioned, or delayed)correct and complete. Product SpinCo RAC Parent shall reimburse IP RemainCo HERC Parent for all reasonable costs and expenses incurred by IP RemainCo and its Affiliates the HERC Parent Group in obtaining or seeking to obtain a Ruling ruling or Unqualified Tax Opinion requested by Product SpinCo RAC Parent within forty-five thirty (4530) days after receiving an invoice from IP RemainCo HERC Parent therefor.

Procedures Regarding Opinions and Rulings. If Product SpinCo notifies IP RemainCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.01(c), IP RemainCo and Product SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in connection with obtaining such Ruling or Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion); provided, that IP RemainCo shall not be required to make (or cause any of its Affiliates to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretion). In no event shall Product SpinCo be permitted to file any request for a Ruling under this Section 7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, conditioned, or delayed). Product SpinCo shall reimburse IP RemainCo for all reasonable costs and expenses incurred by IP RemainCo and its Affiliates in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by Product SpinCo within forty-five ten (4510) days Business Days after receiving an invoice from IP RemainCo therefor.

Procedures Regarding Opinions and Rulings. (a) If Product SpinCo Concentrix notifies IP RemainCo SYNNEX that it desires to take one of the actions described in clauses (i) through (vivii) of Section 7.01(c7.02(d) (a “Notified Action”), IP RemainCo SYNNEX and Product SpinCo Concentrix shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c7.02(d), unless IP RemainCo SYNNEX shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. Unqualified Tax Opinions at Concentrix’s Request . At the reasonable request of Concentrix pursuant to Section 7.02(d), SYNNEX shall cooperate with Concentrix and use its reasonable best efforts to seek to obtain, as expeditiously as possible, an Unqualified Tax Opinion for the purpose of permitting Concentrix to take the Notified Action. Concentrix shall reimburse SYNNEX for all reasonable costs and expenses incurred by the SYNNEX Group in obtaining an Unqualified Tax Opinion requested by Concentrix within ten (10) Business Days after receiving an invoice from SYNNEX therefor. Unqualified Tax Opinions at SYNNEX’s Request . SYNNEX shall have the right to obtain an Unqualified Tax Opinion at any time in its sole and absolute discretion. If such a Ruling is SYNNEX determines to be soughtobtain an Unqualified Tax Opinion, Product SpinCo Concentrix shall apply for such Ruling (and IP RemainCo shall jointly control the process cause each Affiliate of obtaining such Ruling. IP RemainCo shall Concentrix to) cooperate with SYNNEX and take any and all actions reasonably requested by Product SpinCo SYNNEX in connection with obtaining such Ruling or the Unqualified Tax Opinion (including including, without limitation, by making any representation or reasonable covenant or providing any materials or information requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion)Advisor; provided, provided that IP RemainCo Concentrix shall not be required to make (or cause any Affiliate of its Affiliates Concentrix to make) any representation or covenant that is untrue or inconsistent with historical facts, facts or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretioncontrol). In no event SYNNEX and Concentrix shall Product SpinCo be permitted to file any request for a Ruling under this Section 7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, conditioned, or delayed). Product SpinCo shall reimburse IP RemainCo for all reasonable each bear its own costs and expenses incurred by IP RemainCo and its Affiliates in obtaining or seeking to obtain a Ruling or an Unqualified Tax Opinion requested by Product SpinCo within forty-five (45) days after receiving an invoice from IP RemainCo thereforSYNNEX.