TAX RULING OR OPINION. A tax ruling from the IRS or an opinion of counsel to the effect that the Spin-Off will be free of federal income taxes payable by the Company.
TAX RULING OR OPINION. Receipt by the parties of the opinion of Xxxxx-Xxxxx, LLP to the effect that:
TAX RULING OR OPINION. Receipt by the parties of a ruling issued --------------------- by the Internal Revenue Service or, in lieu thereof, the opinion of Deloitte & Touche, LLP to the effect that:
TAX RULING OR OPINION. Receipt by the parties of a ruling issued by the Internal Revenue Service or, in lieu thereof, the opinion of Vavrinek, Trine, Day & Co., L.L.P., to the effect that:
TAX RULING OR OPINION. Xxxxxxx and NSU shall reasonably cooperate with each other in submitting the request for private letter ruling by the IRS contemplated by Section 7.1(d), shall promptly notify the other of any communications with or from the IRS with respect to the ruling request, and shall not submit any written material to the IRS in connection with the ruling request without consulting with the other.
TAX RULING OR OPINION. There shall have been obtained a ruling or rulings of the Internal Revenue Service, or an opinion of tax counsel, in form and substance satisfactory to the Board of Directors of Central Maine and its counsel, with respect to certain tax consequences of the Merger and related matters.
TAX RULING OR OPINION. Eurobancshares shall have received either (i) a ruling from the Puerto Rico Treasury Department or (ii) the opinion of Xxxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, dated the Effective Date, to the effect that the Merger will be treated for Puerto Rican income tax purposes as a reorganization within the meaning of Section 1112(g)(1) of the Puerto Rico Code, and that each of Eurobancshares, Eurobank and Financiero will be a party to that reorganization within the meaning of Section 1112(g)(3) of the Puerto Rico Code.
TAX RULING OR OPINION. WeCo and WNG shall have received (i) a private letter ruling from the IRS providing certain assurances regarding the federal income tax consequences of the Merger satisfactory in form and substance to WeCo and WNG or (ii) if all the conditions set forth in Sections 8.1 and 8.2 other than Section 8.2(e)(i) shall have been satisfied, an opinion of counsel to WeCo and WNG, in form and substance satisfactory to WeCo and WNG, dated the Closing Date, to the effect that the Merger will be a reorganization under Section 368(a) of the Code.
TAX RULING OR OPINION. Puget shall have received (i) a private letter ruling from the IRS providing certain assurances regarding the federal income tax consequences of the Merger satisfactory in form and substance to Puget or (ii) if all the conditions set forth in Sections 8.1 and 8.3 other than Section 8.3(e)(i) shall have been satisfied, an opinion of counsel to Puget, in form and substance satisfactory to Puget, dated the Closing Date, to the effect that the Merger will be treated as a reorganization under Section 368(a) of the Code.
TAX RULING OR OPINION. Sun shall have received at the Closing, a ruling from the Internal Revenue Service or an opinion of its independent public accountant, that the transactions contemplated by this Agreement, the Merger Agreement, the Steelton Plan of Liquidation and the Mechanics Merger will not be taxable transactions to Sun, will qualify for treatment under Section 338 of the Internal Revenue Code of 1986, as amended, and will not have adverse tax consequences or result in adverse tax attributes to the Parties. Such ruling or opinion shall be in a form and of content reasonably satisfactory to Sun.
