Examples of Supplemental Tax Opinion in a sentence
VMware agrees that, at the request of EMC, VMware shall cooperate fully with EMC to take any action necessary or reasonably helpful to effectuate a Distribution, including seeking to obtain, as expeditiously as possible, a Tax Opinion, Supplemental Tax Opinion, Ruling, and/or Supplemental Ruling.
VMware (or any VMware Affiliate) shall only undertake any of such actions after EMC’s receipt of such Supplemental Tax Opinion or Supplemental Ruling and pursuant to the terms and conditions of any such Supplemental Tax Opinion or Supplemental Ruling or as otherwise consented to in writing in advance by EMC.
If B/E notifies KLX that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.3(c), B/E and KLX shall cooperate and use commercially reasonable efforts to attempt to obtain the Ruling or Unqualified Supplemental Tax Opinion referred to Section 7.3(c) as expeditiously as possible, unless KLX shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax Opinion.
The Company has delivered a copy of the opinion of Shearman & Sterling LLP to KLX that is a Qualified Supplemental Tax Opinion (as defined in the KLX Tax Sharing Agreement) in form and substance reasonably satisfactory to KLX in accordance with the KLX TSA Amendment.
KLX shall reimburse B/E for all reasonable out-of-pocket costs and expenses incurred by the B/E Group in connection with obtaining such a Ruling or Unqualified Supplemental Tax Opinion requested by KLX within ten Business Days after receiving an invoice from B/E therefor.