Tax-Free Status Opinion, Etc Sample Clauses

Tax-Free Status Opinion, Etc. Neither Newco nor Scripps Spinco shall take or fail to take, and shall not permit any of their Affiliates to take or fail to take, any action inconsistent with or that will cause to be untrue any material information or representation in the representation letters that the Tax Advisor relied upon in rendering an opinion or opinions on the Tax-Free Status (“Representation Letters”) or formal advice or opinion. Scripps shall not take or fail to take, and shall not permit any Scripps Affiliates to take or fail to take, any action inconsistent with or that will cause to be untrue any material information or representation in the Representation Letters or formal advice or opinion. In the event any material information or representation in the Representation Letters shall be untrue, Scripps and Scripps Spinco shall allocate the Distribution Taxes arising therefrom 60% to Scripps and 40% to Scripps Spinco, Scripps Spinco shall be responsible for, and shall indemnify and hold Scripps and Scripps Affiliates, and their direct and indirect shareholders harmless against, 40% of any Distribution Taxes and Scripps shall be responsible for and shall indemnify and hold Scripps Spinco and Scripps Spinco Affiliates, and their direct and indirect shareholders harmless against 60% of any Distribution Taxes.
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Tax-Free Status Opinion, Etc. Journal Spinco shall not take or fail to take, and shall not permit any Journal Spinco Affiliates to take or fail to take, any action inconsistent with or that will cause to be untrue any material information or representation in the representation letters that the Tax Advisor relied upon in rendering an opinion or opinions on the Tax-Free Status (“Representation Letters”) or formal advice or opinion. Journal shall not take or fail to take, and shall not permit any Journal Affiliates to take or fail to take, any action inconsistent with or that shall cause to be untrue any material information or representation in the Representation Letters or formal advice or opinion. In the event any material information or representation in the Representation Letters shall be untrue, Journal and Journal Spinco shall allocate the Distribution Taxes arising therefrom 75% to Journal and 25% to Journal Spinco, Journal Spinco shall be responsible for, and shall indemnify and hold Journal and Journal Affiliates, and their direct and indirect shareholders harmless against, 25% of any Distribution Taxes and Journal shall be responsible for and shall indemnify and hold Journal Spinco and Journal Spinco Affiliates, and their direct and indirect shareholders harmless against 75% of any Distribution Taxes.
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Related to Tax-Free Status Opinion, Etc

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of Xxxxxxxx & Xxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative.

  • Option Closing Date Opinion of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in its opinion delivered on the Closing Date.

  • Business Tax Certificate Unless the City Treasurer determines in writing that a contractor is exempt from the payment of business tax, any contractor doing business with the City of San Diego is required to obtain a Business Tax Certificate (BTC) and to provide a copy of its BTC to the City before a Contract is executed.

  • Franchise Tax Certification If PROVIDER is a taxable entity subject to the Texas Franchise Tax (Chapter 171, Texas Tax Code), then PROVIDER certifies that it is not currently delinquent in the payment of any franchise (margin) taxes or that PROVIDER is exempt from the payment of franchise (margin) taxes.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

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