Favorable Ruling Sample Clauses
A Favorable Ruling clause defines the conditions under which a party benefits from a positive decision by a court or tax authority regarding a specific issue addressed in the contract. Typically, this clause outlines what constitutes a favorable ruling, such as a judgment or administrative decision that supports a party’s position, and may specify the process for acting upon such a ruling, like adjusting payments or obligations accordingly. Its core practical function is to allocate risk and provide certainty by clarifying the consequences and next steps if a favorable legal or regulatory outcome is obtained.
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a copy of the Favorable Ruling obtained pursuant to Section 4.02(f) hereof, and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions,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for any reason (including but not limited to no request for a private letter ruling is made or, if made, the request is withdrawn in whole or in part, or the Internal Revenue Service refuses to rule with respect to any Favorable Ruling Matter), the Favorable Ruling Matter(s) not so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
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;
Favorable Ruling. The Foundation 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 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
Favorable Ruling. If a Favorable Ruling is received, then Central City shall be obligated to pay to ▇▇▇▇▇ (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.
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:
(1) if the end of the IRS Ruling Month is subsequent to the Maximum Tonnage Date, Central City shall pay to ▇▇▇▇▇ the sum of $**** (which is the product of $**** per ton of Qualified Fuels multiplied by 650,000 tons of Qualified Fuels); or
(2) if the end of the IRS Ruling Month is prior to the Maximum Tonnage Date, Central City shall pay ▇▇▇▇▇ a sum equal to the product of (A) $**** per ton of Qualified Fuels, multiplied by (B) the tons of Qualified Fuels actually produced at the Facility from 12:00 a.m. on December 14, 1999 through 11:59 p.m. of the last day of the IRS Ruling Month.
Favorable Ruling. 27 (g) Tax Opinions.......................................28 (h)