Qualified Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived (determined by Qualified Tax Counsel in its sole discretion) to permit Qualified Tax Counsel to issue any Unqualified Tax Opinions to be obtained by a Party pursuant to this Article V.
Appears in 6 contracts
Samples: Tax Sharing Agreement (Covidien Ltd.), Tax Sharing Agreement (Tyco Electronics Ltd.), Tax Sharing Agreement (Tyco Electronics Ltd.)
Qualified Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived (determined by Qualified Tax Counsel in its sole discretion) order to permit Qualified Tax Counsel to (i) evaluate whether a Party’s proposed action or actions constitute any of the actions described in clauses (a) through (l) in Section 5.4 or (ii) issue any Unqualified Tax Opinions to be obtained by a Party pursuant to this Article V.
Appears in 5 contracts
Samples: Tax Sharing Agreement, Tax Sharing Agreement (ADT Corp), Tax Sharing Agreement (Tyco International LTD)
Qualified Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived (determined by Qualified Tax Counsel in its sole discretion) order to permit Qualified Tax Counsel to (i) evaluate whether a Party’s proposed action or actions constitute any of the actions described in clauses (a) through (1) in Section 5.4 or (ii) issue any Unqualified Tax Opinions to be obtained by a Party pursuant to this Article V.
Appears in 2 contracts
Samples: Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)
