The Ruling Request Clause Samples
The Ruling Request clause establishes a formal process for one or both parties to seek a decision or interpretation from an authoritative body, such as a court or arbitrator, regarding a specific issue or dispute arising under the agreement. Typically, this clause outlines the steps required to submit a request, the types of matters that can be referred, and any procedural requirements, such as timelines or documentation. Its core practical function is to provide a clear and structured mechanism for resolving uncertainties or disagreements, thereby reducing the risk of prolonged disputes and ensuring that both parties have access to a fair resolution process.
The Ruling Request. Stockholder shall use commercially reasonable efforts to cooperate with GM in the preparation of the Ruling Request (as defined in the Implementation Agreement by and among GM, the Company and EchoStar, dated as of October 28, 2001, as amended from time to time (the "Implementation Agreement")) and any other IRS Submissions (as defined in the Implementation Agreement) and shall use commercially reasonable efforts to provide GM with such representations and warranties and such covenants as may be requested by the IRS (as defined in the Implementation Agreement) or reasonably requested by GM in connection with the Ruling Request or any other IRS Submission.
The Ruling Request. As soon as reasonably practicable after the date of this Agreement, GM shall submit to the Internal Revenue Service of the United States Department of the Treasury (the "IRS") a request (the "Ruling Request") for (i) the Ruling, (ii) an AOL Section 355(e) Ruling (as defined below), (iii) a Remaining Shares Section 355(e) Ruling (as defined below), (iv) a ruling that no gain or loss will be recognized by GM or any GM Affiliate on the transfer of GM Class H Common Stock or ▇▇▇▇▇▇ Class C Common Stock in any GM Debt/Equity Exchange, and (v) any other ruling in connection with the Spin-Off that GM, in consultation with EchoStar, deems to be appropriate. The initial Ruling Request and any supplemental materials submitted to the IRS relating thereto (each, an "IRS Submission") shall be prepared by GM. EchoStar shall cooperate fully with GM in the preparation of the Ruling Request and any other IRS Submission and shall make its officers, employees, advisors and others associated with EchoStar available for meetings with GM and the IRS as requested by GM. EchoStar shall provide GM with such representations and warranties and such covenants as may be requested by the IRS or reasonably requested by GM in connection with the Ruling Request or any other IRS Submission. Unless the Merger Agreement has been terminated, GM shall provide EchoStar with a reasonable opportunity to review and comment on each IRS Submission prior to the filing of such IRS Submission with the IRS; provided that GM may redact from any IRS Submission any information ("Redactable Information") that (A) GM, in its good faith judgment, considers to be confidential and not germane to the obligations of EchoStar or its affiliates under the EchoStar Transaction Agreements or the obligations after the Merger Effective Time of ▇▇▇▇▇▇ or its affiliates under the ▇▇▇▇▇▇ Transaction Agreements and (B) is not (and is not reasonably expected to become) a part of any other publicly available information, including any non-confidential filing. Unless the Merger Agreement shall have been terminated, no IRS Submission shall be filed with the IRS unless, prior to such filing, EchoStar shall have agreed as to the form and substance of such IRS Submission to the extent that the IRS Submission (I) includes statements or representations relating to facts that are or will be under the control of EchoStar or any of its affiliates or (II) is relevant to (and the rulings described in clauses (i) through (iii) of the firs...
The Ruling Request. Stockholders shall cooperate fully with GM in the preparation of the Ruling Request (as defined in the Implementation Agreement by and among GM, the Company and EchoStar, dated as of October 28, 2001 (the "Implementation Agreement")) and any other IRS Submissions (as defined in the Implementation Agreement) and shall provide GM with such representations and warranties and such covenants as may be requested by the IRS (as defined in the Implementation Agreement) or reasonably requested by GM in connection with the Ruling Request or any other IRS Submission.