Letter Ruling Sample Clauses

Letter Ruling. MFW shall have obtained a private letter ruling (the “IRS Ruling”) from the IRS concluding that: (1) the Settlement Trust will qualify as a qualified settlement fund (a “QSF”) under Treasury Regulations § 1.468B-1; (2) no net income or gain will be recognized by MFW or MFW Sub when Pneumo Abex is transferred to the Settlement Trust; (3) no net income or gain will be recognized by MFW or MFW Sub when Xxxxxx makes payments to the Settlement Trust; (4) no net income or gain will be recognized by MFW or MFW Sub upon payment by the Settlement Trust or Pneumo Abex of amounts payable in respect of Pneumo Abex Asbestos Claims or other claims arising out of the transactions contemplated by this Agreement or the other Transaction Documents; (5) MFW may deduct the payments to Pneumo Abex in the taxable year of the related cash transfers to the Settlement Trust and Pneumo Abex under Sections 162(a), 461(a), and 461(h)(1) of the United States Internal Revenue Code of 1986, as amended (the “I.R.C.”), and Treasury Regulations § 1.468B-3(c)(1); (6) none of the Note Payments will be treated as imputed interest; and (7) the payments by Xxxxxx and MFW to the Settlement Trust will be excluded from the Settlement Trust’s modified gross income under Treasury Regulations § 1.468B-2(b)(1).
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Letter Ruling. Sellers shall use their commercially reasonable efforts to obtain the Letter Ruling. Sellers agree to keep the Purchaser apprised of all matters relating to seeking and obtaining the Letter Ruling.
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Letter Ruling. 8.12(e) LG&E Companies....................................................
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Letter Ruling. Xxxxxxxx, RTI, MFCI, and MHCI acknowledge that ------------- Xxxxxxxx has submitted a request for ruling to the IRS as to the tax consequences of the Distribution and that, as of the date of this Agreement, such request is still under consideration by the IRS. In connection with such request, Xxxxxxxx, RTI, MFCI, and/or MHCI will be called upon to make certain representations and covenants, as a condition to the receipt of the Letter Ruling, in addition to those set forth in this Article II. Xxxxxxxx, RTI, MFCI, and MHCI, acknowledge and agree that, notwithstanding the provisions of Section 9.2, the representations and covenants set forth in Sections 2.1, 2.2, and/or 2.3, as the case may be, shall be supplemented, and such supplement shall be considered as if it were a part of this original Amended and Restated Tax Allocation and Indemnification Agreement, by including those representations and covenants required to be made in connection with the Letter Ruling.
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Related to Letter 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 Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special tax counsel to the Depositor, will have furnished to the Representatives their written opinion, dated as of the Closing Date, in form and in substance satisfactory to the Representatives in their reasonable judgment, to the effect that:

  • 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.

  • 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).

  • Tax Opinions (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, 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 Cowen 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.

  • 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.

  • 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.

  • 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.

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