Ruling Request Sample Clauses

Ruling Request. Each party hereto represents that neither it (nor any of the members of its Tax Group) will take or has any plan or intention to take any action which is inconsistent with any factual statements, representations or other similar conditions contained in the Ruling Request or in the Ruling.

Ruling Request. PKS has submitted to the Service a request for certain rulings in connection with the Transaction (as amended from time to time by PKS, the "Ruling Request"). The PKS Board may determine, at any time after the date of this Agreement, to request an opinion of federal income tax counsel to PKS, confirming any or all of the matters subject to the Ruling Request, as the PKS Board deems appropriate (the "Tax Opinion"). If (a) either the Service denies the Ruling Request or the Service does not grant the Ruling Request before the Termination Date, and (b) the PKS Board has not requested and received the Tax Opinion on or before the Termination Date, the Parties will abandon the Transaction.

Ruling Request. 31 5.03 IRS Gain Recognition Agreement; Notification of Certain Dispositions..................................... 31 5.04 Cooperation and Exchange of Information...................................... 32 5.05

Ruling Request. 52 ARTICLE 7

Ruling Request. No written material shall be submitted by AFGI or the Creditors Committee to the IRS in connection with the Section 382(l)(5) Ruling Request unless a draft of such written materials is furnished to the Rehabilitator no less than five (5) business days prior to submitting such written material to the IRS. Any comments on such draft that are made by the Rehabilitator within the five (5) business day period after such draft is furnished to it shall be considered in good faith by AFGI and the Creditors Committee; provided, however, that AFGI and the Creditors Committee may accept or reject such comments in their sole discretion.

Ruling Request. The Company shall provide the Purchaser with a copy of the Ruling Request at or prior to the time the Ruling Request is filed with the IRS.

Ruling Request. (a) As soon as reasonably practicable after the date of this Agreement, TWX shall prepare and file, or cause to be prepared and filed, the Ruling Request. TWX shall be solely responsible for preparing and filing the Ruling Request and any additional information requested by the IRS in connection with the Ruling Request or the IRS Ruling. (b) TWX shall share with Cable working drafts of the Ruling Request and documents related to the Ruling Request, permit Cable to review and comment on the Ruling Request and such documents, consider in good faith any such comments and otherwise consult with and keep Cable reasonably informed regarding any issues, communications or significant developments relating to the Ruling Request or the IRS Ruling. TWX shall also notify Cable of, and permit Cable to participate in, any meetings or discussions with the IRS relating to the Ruling Request or the IRS Ruling. (c) TWX shall use its reasonable best efforts to cause the Ruling Request to be timely filed and to cause the IRS Ruling to be timely issued, including by executing any Rep Letters requested by the IRS. Cable shall use its reasonable best efforts to permit the Ruling Request to be timely filed and to permit the IRS Ruling to be timely issued, including by executing any Rep Letters requested by TWX, counsel to TWX, or the IRS.

Ruling Request. Prior to the filing of a request (the "Ruling Request") for a Ruling (as defined in Section 7.1(g)) with the IRS, Company will permit Merger Partner to review and comment on the Ruling Request and will consult with Merger Partner regarding such Ruling Request. In addition, Company will promptly make available for review by Merger Partner all written correspondence that Company receives from the IRS concerning the Ruling Request and will allow Merger Partner to participate in discussions with the IRS. Merger Partner agrees to use all commercially reasonable efforts to cooperate with Company in connection with such Ruling Request. Company shall be responsible for all costs and expenses (including IRS user fees) relating to the Ruling Request, except for costs and expenses relating to Merger Partner's review of the Ruling Request and participation in such process.

Ruling Request. Silicon Graphics has submitted to the Internal Revenue Service (the "IRS") a ruling request seeking a favorable ruling from the IRS that the Distribution qualifies under Section 355 of the Code (the "Ruling Request"). A copy of the Ruling Request has been provided to the Company. In the Ruling Request, Silicon Graphics has requested that the Internal Revenue Service consider, among other things, whether the provisions contained in (a) Article IV, Section 2(i)(ii) and 2(i)(iii) of the Amended and Restated Certificate of Incorporation regarding the automatic conversion of shares of Class B Common Stock into shares of Class A Common Stock and (b) Article IV, Section 2(j)(i) of the Amended and Restated Certificate of Incorporation regarding the exchange of shares of Class B Common Stock for shares of Class A Common Stock, would not cause the Distribution to not qualify under Section 355 of the Code. Silicon Graphics agrees to use good faith and reasonable best efforts to obtain a ruling from the IRS regarding the Distribution that provides, in effect, that the inclusion in the Amended and Restated Certificate of Incorporation of the above provisions would not cause the Distribution to not qualify under Section 355 of the Code. C-8