Common use of Private Letter Ruling or Change or Clarification of Law Clause in Contracts

Private Letter Ruling or Change or Clarification of Law. At TrAILCo’s request and expense, NYSEG shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by TrAILCo to NYSEG under this Agreement are subject to federal income taxation. TrAILCo will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of TrAILCo’s knowledge. NYSEG and TrAILCo shall cooperate in good faith with respect to the submission of such request. NYSEG shall keep TrAILCo fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes TrAILCo to participate in all discussions with the IRS regarding such request for a private letter ruling. NYSEG shall allow TrAILCo to attend all meetings with IRS officials about the request and shall permit TrAILCo to prepare the initial drafts of any follow‐up letters in connection with the request.