Ruling Request. Each party hereto represents that neither it (nor any of the members of its Tax Group) will take or has any plan or intention to take any action which is inconsistent with any factual statements, representations or other similar conditions contained in the Ruling Request or in the Ruling.
Ruling Request. PKS has submitted to the Service a request for certain rulings in connection with the Transaction (as amended from time to time by PKS, the "Ruling Request"). The PKS Board may determine, at any time after the date of this Agreement, to request an opinion of federal income tax counsel to PKS, confirming any or all of the matters subject to the Ruling Request, as the PKS Board deems appropriate (the "Tax Opinion"). If (a) either the Service denies the Ruling Request or the Service does not grant the Ruling Request before the Termination Date, and (b) the PKS Board has not requested and received the Tax Opinion on or before the Termination Date, the Parties will abandon the Transaction.
Ruling Request. 15 4.03 IRS Gain Recognition Agreement; Notification of Certain Dispositions.. 15 4.04 Cooperation and Exchange of Information............................... 16 4.05
Ruling Request. As used herein, “Ruling Request” means the original and supplemental requests or submissions filed by KCC with the Internal Revenue Service with respect to the Distribution.
Ruling Request. 52 ARTICLE 7
Ruling Request. No written material shall be submitted by AFGI or the Creditors Committee to the IRS in connection with the Consolidated Request unless a draft of such written materials is furnished to the Rehabilitator no less than five (5) 4812-4519-2206.5 business days prior to submitting such written material to the IRS. Any comments on such draft that are made by the Rehabilitator within the five (5) business day period after such draft is furnished to it shall be considered in good faith by AFGI and the Creditors Committee; provided, however, that AFGI and the Creditors Committee may accept or reject such comments in their sole discretion.
Ruling Request. Except as described in the first sentence of this Section 2.b, no Party shall request a pre-submission conference with the IRS on any matter relating to the Rehabilitation Ruling Request.
Ruling Request. AFGI shall limit the scope of the pre-submission conference to matters relating to the 382(l)(5)Ruling Request, and shall not discuss any matters relating to the Rehabilitation Ruling Request. Except as described in the first sentence of this Section 3.a, no Party shall request a pre-submission conference with the IRS on any matter relating to the Section 382(l)(5) Ruling Request. 4812-4519-2206.5
Ruling Request. If no representative of AFGI or the Creditors Committee is present to address such question or issue related to the Section 382(l)(5) Ruling Request, the representatives of the Rehabilitator shall refer the IRS to appropriate representatives of AFGI and the Creditors Committee. AFGI and the Creditors Committee may, in their sole discretion, request that neither the Rehabilitator nor representatives of the Rehabilitator participate in any conferences, meetings or other oral communications (whether held in-person or telephonically) with the IRS on any matter that both (i) relates to the Section 382(l)(5) Ruling Request and (ii) does not relate to the Rehabilitation Ruling Request (including, without limitation, any pre-submission conference). The Rehabilitator and its representatives shall comply with any such request.
Ruling Request. Prior to the filing of a request (the "Ruling Request") for a Ruling (as defined in Section 7.1(g)) with the IRS, Company will permit Merger Partner to review and comment on the Ruling Request and will consult with Merger Partner regarding such Ruling Request. In addition, Company will promptly make available for review by Merger Partner all written correspondence that Company receives from the IRS concerning the Ruling Request and will allow Merger Partner to participate in discussions with the IRS. Merger Partner agrees to use all commercially reasonable efforts to cooperate with Company in connection with such Ruling Request. Company shall be responsible for all costs and expenses (including IRS user fees) relating to the Ruling Request, except for costs and expenses relating to Merger Partner's review of the Ruling Request and participation in such process.
