Common use of Private Letter Ruling Clause in Contracts

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.

Private Letter Ruling. Subject to The Company has in process a request for 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 . If a favorable ruling (whether pursuant 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) ofis issued and the Company determines to claim a deduction based on the ruling, or legal risks associated with, those transactions on CTFG, Finance or the Company (i) shall use reasonable commercial efforts to obtain any refund of their subsidiaries, affiliates, shareholders, or employees other than taxes paid by the Bank or Company to which the members Company is entitled by reason of the Taylxx Xxxily. CTFG ruling and Finance agree in particular that if necessary they will either eliminate intercompany debt between them prior to shall pay the Closing or, alternatively, convert obligations actual amount of Finance to CTFG into a term promissory note with a minimum term any refunds actually received (less any costs and expenses 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 Company incurred in connection with or arising out of obtaining such refunds) to the Selling Stockholders, in their respective Proportionate Shares, as additional Purchase Price, within ten days after the receipt thereof and (ii) to the extent the deduction creates a loss carryforward for the Company, the Company shall pay to the Selling Stockholders, in their respective Proportionate Shares, as additional Purchase Price, the present value of the amount of the loss carryforward on the assumption that the loss carryforward will be utilized ratably over a three-year period (or such lesser period as the Company expects, as of the time when the ruling processis granted, to use such carryforward) and utilizing a 10% discount rate. Baker, Donelson, Bearman, Caldwell & Berkowitz, or xxxxx xounxxx xxxxxnably acceptable to Purchaser, shall review (prior represent the Company in the Ruling request and the Selling Stockholders shall have the right to submission) all written material submitted direct counsel in this matter subject to the IRSapproval and consent of the Company (which approval and consent will not be unreasonably withheld), it being understood that the Company would be reasonable in withholding its consent and approval if, among other things, the granting of a favorable Ruling is conditioned or otherwise based upon (i) any waiver or relinquishment of the Company's right to receive a return of any escrow deposits under the Qualifying Statutes or (ii) any other action or matter that is contrary to the ongoing interests of the Company.

Private Letter Ruling. Subject For the two year period following the Closing Date, unless the Taylxx Xxxily has received a written opinion from a nationally recognized tax counsel, which opinion shall be reasonably satisfactory in form and substance to tax counsel for CTFG, that the terms desired transactions and conditions herein provided, each any transaction related thereto shall neither affect the qualification 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) 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 Code nor affect the transfer validity 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 (a "Tax Opinion"), (a) TCG shall cause the Bank to continue the active conduct of its banking business, (b) TCG shall not materially affect the benefits merge or impact (economic consolidate with or otherwise) ofinto any other corporation, or legal risks associated withcause the Bank to merge or consolidate with any other corporation, those transactions on CTFG(c) TCG shall not liquidate or partially liquidate, Finance or cause the Bank to liquidate or partially liquidate, (d) TCG shall not sell or transfer any significant part of its assets or permit the Bank to sell or transfer any significant part of its assets, (e) TCG shall not redeem or otherwise purchase any of their subsidiariesits capital stock or permit the Bank to redeem or otherwise purchase any of its capital stock, affiliates, shareholdersand (f) TCG shall not issue, or employees other than permit the Bank or to issue, additional shares of its capital stock, except as contemplated by the members Private Letter Ruling. Regardless 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 whether the Taylxx Xxxily has obtained the Tax Opinion, TCG shall not enter into any agreement, arrangement or understanding for transfer of control of the Bank for one year following the Closing Date (a "Transfer Arrangement"), and its representatives. Counsel if TCG enters into a Transfer Arrangement more than one year but less than two years following the Closing Date, TCG shall remain responsible for CTFG shall be entitled to attend all meetings with and participate in all material discussions with the IRS in connection with the ruling processensuring that, and shall review (prior to submission) all obtain a written material submitted contractual commitment from the other parties to the IRSTransfer Arrangement that they shall ensure that, the Bank complies with the obligations contained in this Section 4, except to the extent that the Tax Opinion also opines that the qualification of the exchange of Newco Stock for CTFG Stock under Section 355 and the validity of the Private Letter Ruling will not be affected by the particular actions specified in the Tax Opinion. TCG and the Bank shall deliver a certificate of an officer as to compliance with this Section 4 to CTFG on the last day of each calendar quarter until the end of the two year period after the Closing Date.

Private Letter Ruling. Subject For the two year period following the Closing Date, unless the Taylor Family has received a written opinion from a nationally recogxxxxx tax counsel, which opinion shall be reasonably satisfactory in form and substance to tax counsel for CTFG, that the terms desired transactions and conditions herein provided, each any transaction related thereto shall neither affect the qualification 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) 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 Code nor affect the transfer validity 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 (a "Tax Opinion"), (a) TCG shall cause the Bank to continue the active conduct of its banking business, (b) TCG shall not materially affect the benefits merge or impact (economic consolidate with or otherwise) ofinto any other corporation, or legal risks associated withcause the Bank to merge or consolidate with any other corporation, those transactions on CTFG(c) TCG shall not liquidate or partially liquidate, Finance or cause the Bank to liquidate or partially liquidate, (d) TCG shall not sell or transfer any significant part of its assets or permit the Bank to sell or transfer any significant part of its assets, (e) TCG shall not redeem or otherwise purchase any of their subsidiariesits capital stock or permit the Bank to redeem or otherwise purchase any of its capital stock, affiliates, shareholdersand (f) TCG shall not issue, or employees other than permit the Bank to issue, additional shares of its capital stock, except as contemplated by the Private Letter Ruling. Regardless of whether the Taylor Family has obtained the Tax Opinion, TCG shall not enter into xxx xgreement, arrangement or the members understanding for transfer of control of the Taylxx Xxxily. CTFG and Finance agree in particular that if necessary they will either eliminate intercompany debt between them prior to Bank for one year following the Closing orDate (a "Transfer Arrangement"), alternatively, convert obligations of Finance to CTFG and if TCG enters into a term promissory note with a minimum term of 10 years. Except as set forth in Schedule 10(e)Transfer Arrangement more than one year but less than two years following the Closing Date, neither party TCG 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 remain responsible for CTFG shall be entitled to attend all meetings with and participate in all material discussions with the IRS in connection with the ruling processensuring that, and shall review (prior to submission) all obtain a written material submitted contractual commitment from the other parties to the IRSTransfer Arrangement that they shall ensure that, the Bank complies with the obligations contained in this Section 4, except to the extent that the Tax Opinion also opines that the qualification of the exchange of Newco Stock for CTFG Stock under Section 355 and the validity of the Private Letter Ruling will not be affected by the particular actions specified in the Tax Opinion. TCG and the Bank shall deliver a certificate of an officer as to compliance with this Section 4 to CTFG on the last day of each calendar quarter until the end of the two year period after the Closing Date.