Common use of Rulings or Unqualified Tax Opinions at SpinCo’s Request Clause in Contracts

Rulings or Unqualified Tax Opinions at SpinCo’s Request. At the reasonable request of the Requesting SpinCo pursuant to Section 7.02(d)(i) or (ii), as applicable, UTC shall cooperate with the Requesting SpinCo and use commercially reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a private letter ruling from the IRS (or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting the Requesting SpinCo to take the Notified Action. Further, in no event shall UTC be required to file any request for a private letter ruling under this Section 7.04(b) unless the Requesting SpinCo represents that (i) it has reviewed the request for such private letter ruling, and (ii) all information and representations, if any, relating to any member of the relevant SpinCo Group, contained in the related documents are (subject to any qualifications therein) true, correct and complete. The Requesting SpinCo shall reimburse UTC for all reasonable costs and expenses incurred by the UTC Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by the Requesting SpinCo within 15 business days after receiving an invoice from UTC therefor.

Rulings or Unqualified Tax Opinions at SpinCo’s Request. At Unless EQT shall have waived the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion, upon the reasonable request of the Requesting SpinCo pursuant to Section 7.02(d)(i) or (ii7.02(c), as applicable, UTC EQT shall cooperate with the Requesting SpinCo and use its commercially reasonable efforts to seek to obtain, as expeditiously as reasonably practicablepossible, a private letter ruling from the IRS (or if applicable, a supplemental private letter ruling) Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting the Requesting SpinCo to take the Notified Action. FurtherNotwithstanding the foregoing, in no event shall UTC EQT be required to file or cooperate in the filing of any request for a private letter ruling Post-Distribution Ruling under this Section 7.04(b) ), unless the Requesting SpinCo represents that (i) it has reviewed the request for such private letter rulingPost-Distribution Ruling, and (ii) all statements, information and representations, if any, relating to any member of the relevant SpinCo Group, contained in the such request and related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. The Requesting SpinCo shall reimburse UTC EQT for all reasonable out-of-pocket costs and expenses incurred by the UTC EQT Group in obtaining a private letter ruling Post-Distribution Ruling or Unqualified Tax Opinion requested by the Requesting SpinCo within 15 twenty (20) business days after receiving an invoice from UTC EQT therefor.