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 New 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.
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 New 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; and provided further, that if Lessee requests a PLR from the IRS with respect to the New Facility before the date that is ninety (90) days after the Closing Date and Lessee thereafter receives a PLR from the IRS with respect to the Existing Facility but is unable to obtain a PLR from the IRS with respect to the New Facility, the New Facility will be exchanged for the Existing Facility, the provisions of Section 8.2 shall apply, the Existing Equipment Lease shall be reinstated and the Parties shall execute and deliver all other agreements and documents necessary or desirable to effectuate re-installation, operation and use of the Existing Facility in accordance with the terms of the Existing Equipment Lease.
Private Letter Ruling. The Parties agree to cooperate in good faith in the preparation and filing of a private letter ruling request to be made jointly by Buyer and Sellers in order to confirm the federal income tax treatment desired by the Parties as set forth in Section 6.12(b)(i), (ii) and (iv). All rulings requested shall be consistent with private letter rulings issued as of the date of this Agreement by the IRS with respect to the transfer of a Qualified Decommissioning Fund to a non-regulated buyer. Neither Buyer nor Sellers will take any actions to cause the IRS to fail to issue such private letter ruling. The filing fees payable in connection with such request shall be borne 50% by the Buyer and 50% by the Sellers.
Private Letter Ruling. At the request and expense of any Customer(s), Transmission Owner shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by such Customer(s) to Transmission Owner under this Agreement are subject to federal income taxation. Each Customer desiring such a request will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of such Customer’s knowledge. Transmission Owner and the affected Customer(s) shall cooperate in good faith with respect to the submission of such request.
Private Letter Ruling. Networks represents that it has provided Spinco with a copy of the Ruling and the Ruling Request submitted on or prior to the Distribution Date, and agrees to provide Spinco with copies of any additional documents submitted to the IRS relating to the Ruling Request and prepared after the Distribution Date prior to the submission of such documents to the IRS in connection with the Distribution.
Private Letter Ruling. RRD represents that it has provided Donnelley Financial with a copy of the Ruling and the Ruling Request submitted on or prior to the Donnelley Financial Distribution Date, and agrees to provide Donnelley Financial with copies of any additional documents submitted to the IRS relating to the Ruling Request and prepared after the Donnelley Financial Distribution Date prior to the submission of such documents to the IRS in connection with the Donnelley Financial Distribution.
Private Letter Ruling. The Company, on behalf of the Debtors, has received a private letter ruling (the “Private Letter Ruling”) from the IRS in response to a written request, dated June 10, 2014 (the “Initial Ruling Request,” and together with all related materials and supplements thereto filed with respect to the Initial Ruling Request, the “Initial IRS Submissions”). The Private Letter Ruling addresses certain issues related to the qualification of the Reorganized TCEH Contributions, the Reorganized TCEH Conversion, and the Reorganized TCEH Spin-Off as a “reorganization” within the meaning of Sections 368(a)(1)(G), 355 and 356 of the Code (collectively, the “Intended Tax-Free Treatment”) and certain other matters. The parties hereto acknowledge and agree that the Private Letter Ruling is acceptable to the parties hereto with respect to the Intended Tax-Free Treatment. The transactions contemplated by this Agreement are not conditioned on the receipt of any additional rulings from the IRS, other than the Supplemental Rulings (defined below).
Private Letter Ruling. Valero shall have received a private letter ruling from the U.S. Internal Revenue Service substantially to the effect that, among other things, the Contribution and the Distribution, if effected, taken together, shall qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code.
Private Letter Ruling. (a) SDTS and Oncor shall use commercially reasonable efforts to, as promptly as reasonably practicable after the date hereof, jointly file with the IRS written requests (collectively, the “Ruling Request,” and together with all related materials and supplements thereto filed or to be filed with the IRS, the “IRS Submissions”) that the IRS issue a private letter ruling or rulings (the “Private Letter Ruling”) to the effect that:
(i) Oncor’s proposed removal/elimination of the accumulated deferred federal income tax (“ADFIT”) attributable to the Oncor T Assets disposed of by Oncor and proposed manner of booking a deferred tax liability (which deferred tax liability would result in an effective reduction of Oncor’s rate base) under FAS 109 (or similar GAAP accounting principles) to account for the difference in initial GAAP and tax basis with respect to the SDTS Assets acquired by Oncor is consistent with, and does not violate, the normalization accounting rules of Section 168(i)(9) of the Code and Treasury Regulations Section 1.167(l)-1(h); and
(ii) SDTS’s proposed removal/elimination of the ADFIT attributable to the SDTS Assets disposed of by SDTS and proposed manner of booking a deferred tax liability (which deferred tax liability would result in an effective reduction of SDTS’s rate base) under FAS 109 (or similar GAAP accounting principles) to account for the difference in initial GAAP and tax basis with respect to the Oncor T Assets acquired by SDTS is consistent with, and does not violate, the normalization accounting rules of Section 168(i)(9) of the Code and Treasury Regulations Section 1.167(l)-1(h).
(b) Oncor and SDTS shall jointly prepare and file the IRS Submissions. Each party shall provide the other party and its tax counsel with copies of, and a reasonable opportunity to review and comment on drafts of all proposed IRS Submissions prepared by the first party and will incorporate any comments or suggested revisions as are reasonably requested by the other party or its tax counsel with respect thereto; provided, however, that the rights to review and comment granted hereunder shall not result in unreasonable delays in submitting the IRS Submissions to the IRS. To the extent that a party, in its good faith judgment, considers any information included in such IRS Submissions (or drafts thereof) to be confidential, such party may require that any such documents provided to the other party be redacted to exclude such information. Subject to the fore...
Private Letter Ruling. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain a private letter ruling from the Internal Revenue Service (the "IRS") that the exchange of Bank (or, as the case may be, Newco) Stock for CTFG Stock held by the Taylxx Xxxily members constitutes a tax-free transaction under Section 355 of the Internal Revenue Code, and that the transfer of Bank Stock to Newco constitutes a tax-free transaction to CTFG and Newco (the "Private Letter Ruling"); provided, however, that no party shall be required to make any representation or take any action having an effect inconsistent with the limitations set forth on Schedule 10(e). CTFG will agree to any changes in the structure of the transactions contemplated herein required by the IRS before it will issue the Private Letter Ruling so long as such changes do not materially affect the benefits or impact (economic or otherwise) of, or legal risks associated with, those transactions on CTFG, Finance or any of their subsidiaries, affiliates, shareholders, or employees other than the Bank or the members of the Taylxx Xxxily. CTFG and Finance agree in particular that if necessary they will either eliminate intercompany debt between them prior to the Closing or, alternatively, convert obligations of Finance to CTFG into a term promissory note with a minimum term of 10 years. Except as set forth in Schedule 10(e), neither party shall take action that is intended to cause the transactions contemplated herein not to qualify as a tax-free exchange under the Internal Revenue Code. All contacts with the IRS shall be coordinated through the Taylxx Xxxily and its representatives. Counsel for CTFG shall be entitled to attend all meetings with and participate in all material discussions with the IRS in connection with the ruling process, and shall review (prior to submission) all written material submitted to the IRS.
