Favorable Ruling Sample Clauses

Favorable Ruling. The Foundation shall have received a copy of the Favorable Ruling obtained pursuant to Section 4.02(f) hereof, and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters for any reason (including but not limited to no request for a private letter ruling is made or, if made, the request is withdrawn in whole or in part, or the Internal Revenue Service refuses to rule with respect to any Favorable Ruling Matter), the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in the Favorable Ruling for purposes of satisfying this condition provided that the Foundation shall have received the opinions provided in Section 4.05(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to the Foundation; and
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Favorable Ruling. BCBSMo (or the appropriate party) shall have received a private letter ruling (the "Favorable Ruling") from the Internal Revenue Service that (i) gain or loss will not be recognized by BCBSMo, RIT, HALIC, New RIT, the Foundation or the public shareholders of both RIT and New RIT for federal income tax purposes pursuant to the Transfer and Assumption Transaction; (ii) the Charter Conversion Transaction will constitute a reorganization under Section 368(a) of the Code and will not result in the recognition of gain or loss by BCBSMo, New BCBSMo or the Foundation for federal income tax purposes, (iii) the Reincorporation Merger Transaction will qualify as a reorganization under Section 368(a)(1)(F) of the Code and no gain or loss will be recognized by New BCBSMo or New RIT for federal income tax purposes, (iv) the RIT/New RIT Merger Transaction will be both a liquidation under Sections 332 and 337 of the Code and a reorganization under Section 368(a)(1)(A) of the Code and no gain or loss will be recognized by RIT, New RIT, the shareholders of both RIT and New RIT, or the Foundation for federal income tax purposes, and (v) no gain will be recognized by BCBSMo, New BCBSMo, RIT, New RIT, the shareholders of any of the foregoing entities, or the Foundation under Section 337(b)(2) or (d) of the Code ((i)-(v), each a "Favorable Ruling Matter"), and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters for any reason (including but not limited to no request for a private letter ruling is made or, if made, the request is withdrawn in whole or in part, or the Internal Revenue Service refuses to rule with respect to any Favorable Ruling Matter), the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in a Favorable Ruling for purposes of satisfying this condition provided that BCBSMo shall have received the opinions provided in Section 4.02(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to BCBSMo;
Sample 1Sample 2
Favorable Ruling. RIT shall have received a copy of the Favorable Ruling obtained by BCBSMo, and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters other than as described in subparagraph (ii) of Section 4.02(f) hereof because such excluded Favorable Ruling Matter is a no ruling area or for any other reason, the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in the Favorable Ruling for purposes of satisfying this condition provided that RIT shall have received the opinions provided in Section 4.03(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to RIT;
Sample 1
Favorable Ruling. If the IRS Ruling received by Central City is favorable (a "Favorable Ruling"), as determined by Central City in its sole discretion, then, within thirty (30) days after the end of the IRS Ruling Month:
Sample 1
Favorable Ruling. If a Favorable Ruling is received, then Central City shall be obligated to pay to XxXxx (a) all Accrued Earned Royalty Fees, such fees to be paid within ten (10) days of the date of the Favorable Ruling; and (b) all Earned Royalty Fees based on the production of Qualified Fuels after the IRS Ruling, such fees to be made in arrears within fifteen (15) days following the end of each such calendar quarter, based on production during such previous calendar quarter, until this Agreement is terminated pursuant to Article 6.
Sample 1
Favorable Ruling. 27 (g) Tax Opinions.......................................28 (h)
Sample 1

Related to Favorable Ruling

  • Private Letter Ruling If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee.

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

  • Tax Rulings Neither the Company nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • 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.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Rule 14d-10 Matters All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options and Restricted Stock in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Rule 16b-3 Matters Prior to the Effective Time, the Company may take such further actions, if any, as may be reasonably necessary or appropriate to ensure that the dispositions of equity securities of the Company (including any derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Time is Money Join Law Insider Premium to draft better contracts faster.