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

Rulings or Unqualified Tax Opinions at SpinCo’s Request. Manitowoc ParentCo agrees that at the reasonable request of SpinCo pursuant to Section 6.1(c), Manitowoc ParentCo shall cooperate with SpinCo and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall Manitowoc ParentCo be required to file any Ruling Request under this Section 6.3(b), and Manitowoc ParentCo shall not file any Ruling Request under this Section 6.3(b), unless SpinCo represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct, and complete. Within ten Business Days after receiving an invoice from Manitowoc ParentCo therefor, SpinCo shall reimburse Manitowoc ParentCo for all reasonable costs and expenses, including expenses relating to the utilization of Manitowoc ParentCo personnel, incurred by the Manitowoc ParentCo Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo.

Rulings or Unqualified Tax Opinions at SpinCo’s Request. Manitowoc ParentCo agrees that at the reasonable request of SpinCo pursuant to Section 6.1(c), Manitowoc ParentCo shall cooperate with SpinCo and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall Manitowoc ParentCo be required to file any Ruling Request with the IRS under this Section 6.3(b), and Manitowoc ParentCo shall not file any Ruling Request with the IRS under this Section 6.3(b), unless SpinCo represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct, and complete. Within ten (10) Business Days after receiving an invoice from Manitowoc ParentCo therefor, SpinCo shall reimburse Manitowoc ParentCo for all reasonable costs and expenses, including expenses relating to the utilization of Manitowoc ParentCo personnel, incurred by the Manitowoc ParentCo Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo.