Common use of Ruling Process Control Clause in Contracts

Ruling Process Control. SpinCo agrees that Parent shall have sole and exclusive control over the process of obtaining any private letter ruling (or other ruling) and that only Parent shall apply for such a private letter ruling (or other ruling). SpinCo shall not, nor shall SpinCo permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal, or otherwise) at any time concerning any Transaction that is the subject of a Tax Opinion/Ruling (including the impact of any other action or transaction on any of the foregoing).