Receipt of IRS Private Letter Ruling and Opinion Sample Clauses

Receipt of IRS Private Letter Ruling and Opinion. Xxxx Xxx shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to Xxxx Xxx that confirms, among other things, that for U.S. federal income tax purposes, the CoffeeCo Contribution, the Distribution and the Debt Exchange will qualify as tax-free to Xxxx Xxx, CoffeeCo and Xxxx Xxx stockholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code and (ii) the opinion(s) of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP (“Skadden”) (or other nationally recognized tax counsel), in form and substance satisfactory to Xxxx Xxx, confirming, among other things, (A) the CoffeeCo Contribution, the Distribution and the Debt Exchange should qualify as tax-free to Xxxx Xxx, CoffeeCo and Xxxx Xxx stockholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code; (B) the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code that is taxable to U.S. stockholders pursuant to Section 367(a) of the Code; and (C) DutchCo should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.
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Receipt of IRS Private Letter Ruling and Opinion. Potlatch shall have received a ruling from the IRS which shall not have been rescinded, substantially to the effect that the Separation will qualify as a tax-free reorganization and distribution for federal income tax purposes under Section 368(a)(1)(D) and Section 355 of the Code and the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code, and that no income, gain or loss will be recognized by Potlatch, Clearwater or their respective stockholders (other than with respect to cash received in lieu of fractional shares) upon the Separation or the Distribution. In addition, Potlatch shall have received an opinion of its tax counsel that the Distribution was motivated by a valid business purpose and the Distribution does not constitute a “device” for the distribution of Potlatch’s or Clearwater’s earnings and profits for U.S. federal income tax purposes.
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Receipt of IRS Private Letter Ruling and Opinion. Marathon Oil shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect), in form and substance satisfactory to Marathon Oil, to the effect that, among other things, (1) the MOC Contribution and the Internal Distribution and (2) the Contribution and the Distribution will be tax-free to MOC, Marathon Oil, Marathon Petroleum and holders of Marathon Oil Common Stock for United States federal income tax purposes under Sections 355, 368 and related provisions of the Code, and (ii) an opinion of Xxxxxxx XxXxxxxxx LLP (or other nationally recognized tax counsel), in form and substance satisfactory to Marathon Oil, to the effect that requirements necessary to obtain tax-free treatment under Sections 355, 368 and related provisions of the Code for each of (1) the MOC Contribution and the Internal Distribution and (2) the Contribution and the Distribution will be satisfied.
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Receipt of IRS Private Letter Ruling and Opinion. Fortune Brands shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to Fortune Brands that confirms, among other things, that for U.S. federal income tax purposes, (A) the Contribution, the Conversion and the Distribution will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, (B) the Distribution will be tax-free to Fortune Brands under Section 361(c) of the Code and (C) except for cash received in lieu of any fractional H&S Shares, the Distribution will be tax-free to Fortune Brands stockholders under Section 355(a) of the Code and (ii) an opinion of XxXxxxxxx Will & Xxxxx LLP (or other nationally recognized tax counsel), in form and substance satisfactory to Fortune Brands, confirming, among other things, the tax-free status of the Distribution for U.S. federal income tax purposes.
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Receipt of IRS Private Letter Ruling and Opinion. First Data shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to First Data, to the effect that, among other things, the Contribution followed by the Distribution, taken together, will be tax-free to First Data, Western Union and holders of First Data Common Stock for United States federal income tax purposes under Sections 355, 368 and related provisions of the Code and (ii) and, with respect to certain requirements necessary to obtain tax-free treatment under Section 355 of the Code on which the IRS will not rule, an opinion of Sidley Austin LLP (or other nationally recognized tax counsel), in form and substance satisfactory to First Data, to the effect that such requirements will be satisfied.
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Receipt of IRS Private Letter Ruling and Opinion. Kxxxxxxx-Xxxxx shall have received a ruling from the IRS which shall not have been rescinded, substantially to the effect that the Contribution will qualify as a tax-free transaction for federal income tax purposes under Section 368(a)(1)(D) of the Code, that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code, and that no income, gain or loss will be recognized by Kxxxxxxx-Xxxxx, Neenah or their respective stockholders (other than with respect to cash received in lieu of fractional shares) upon the Contribution or the Distribution. In addition, Kxxxxxxx-Xxxxx shall have received an opinion of its tax counsel that the Distribution was motivated by a valid business purpose and the Distribution does not constitute a “device” for the distribution of Kxxxxxxx-Xxxxx’x or Neenah’s earnings and profits for U.S. federal income tax purposes.
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Receipt of IRS Private Letter Ruling and Opinion. Kxxxxxxx-Xxxxx shall have received a ruling from the IRS and an opinion of its tax counsel, in each case, which shall not have been rescinded, substantially to the effect that the Contribution will qualify as a tax-free transaction for federal income tax purposes under Section 368(a)(1)(D) or Section 351 of the Code, that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code, and that no income, gain or loss will be recognized by Kxxxxxxx-Xxxxx, Neenah or their respective stockholders (other than with respect to cash received in lieu of fractional shares) upon the Contribution or the Distribution.
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Receipt of IRS Private Letter Ruling and Opinion. First Data shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) and (ii) an opinion of Sidley Austin LLP (or other nationally recognized tax counsel), in each case in form and substance satisfactory to First Data, to the effect that, among other things, the Contribution followed by the Distribution, taken together, will be tax-free to First Data, Western Union and holders of First Data Common Stock for United States federal income tax purposes under Sections 355, 368 and related provisions of the Code.
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Related to Receipt of IRS Private Letter Ruling and Opinion

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion and Comfort Letter Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

  • 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).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

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