Draft of Tax Opinion. Upon receipt of a draft of the tax opinion referenced in Section 8.6 hereof, Papetti's Hygrade shall promptly deliver to Michxxx x xopy thereof.
Draft of Tax Opinion Sample Clauses
Related to Draft of Tax Opinion
Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.
Federal Tax Opinion FNB shall have received the written opinion of its tax counsel, Xxxx Xxxxx LLP, in form and substance reasonably satisfactory to FNB, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of HBI and FNB.
Tax Opinion The parties shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (a) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.
Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.
Tax Opinions Parent and Company shall each have received written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris & Xxxxxxxx, P.A., respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.
Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.
Preparation and Filing of Tax Returns; Payment of Taxes (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.
Availability of Tax Returns The Company has made available to Parent complete and accurate copies of all federal, state, local, and foreign income, franchise, and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2017.
Delivery of Tax Forms Each Lender organized under the laws of a jurisdiction other than the United States or any state thereof shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms 4224 or Forms 1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form 1001 or 4224 that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. The Borrower shall not be required to gross-up pursuant to this Section 3.11 or otherwise for any deductions on account of withholding taxes from amounts owing to a Lender who has not complied with this clause (e).
OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
