Rulings or Unqualified Tax Opinions at Zoetis’s Request Sample Clauses

Rulings or Unqualified Tax Opinions at Zoetis’s Request. Pfizer agrees that at the reasonable request of Zoetis pursuant to Section 6.01(c) or (f), Pfizer shall cooperate with Zoetis and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Zoetis to take the Notified Action. Further, in no event shall Pfizer be required to file any Ruling Request under this Section 6.03(b) unless Zoetis represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the Zoetis Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct and complete. Zoetis shall reimburse Pfizer for all reasonable costs and expenses, including expenses relating to the utilization of Pfizer personnel, incurred by the Pfizer Group in obtaining a Ruling or Unqualified Tax Opinion requested by Zoetis within ten Business Days after receiving an invoice from Pfizer therefor.
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Related to Rulings or Unqualified Tax Opinions at Zoetis’s Request

  • Federal Tax Opinion FNB shall have received the 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 in such opinion, the Merger will qualify for the Intended Tax Treatment. In rendering such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of MBI and FNB.

  • 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.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • 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:

  • Amended Tax Returns Buyer shall not, and shall not cause or permit any of its Affiliates, the Company, or the Acquired Subsidiary to (i) amend any Tax Return of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • IRS IRS shall mean the Internal Revenue Service.

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