Tax Treatment of the Distribution Sample Clauses

Tax Treatment of the Distribution. Illumina shall have received a private letter ruling from the Internal Revenue Service and the written opinion of Xxxxxxx, Swaine & Xxxxx LLP, each of which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, the Distribution will qualify for non-recognition of gain and loss under Sections 355 and 368 of the Code.
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Tax Treatment of the Distribution. New Worthington shall have received an opinion of Xxxxxx & Xxxxxxx LLP regarding the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, in form and substance satisfactory to New Worthington in its sole and absolute discretion.
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Tax Treatment of the Distribution. Enovis shall have received a private letter ruling from the Internal Revenue Service and an opinion of Xxxxxx & Xxxxxxx LLP regarding the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, in each case, in form and substance satisfactory to Enovis in its sole and absolute discretion.
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Tax Treatment of the Distribution. For U.S. federal and applicable state Income Tax purposes, the parties intend the Distribution to be treated as a distribution of Company stock that is non-taxable to MSF shareholders under section 355(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
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Tax Treatment of the Distribution. The Parties expressly agree for all purposes to treat (a) the contributions made pursuant to step one of the Plan of Reorganization as contributions by Parent of the applicable stock to the capital of SpinCo under Section 118 of the Code, (b) the contributions made pursuant to step two of the Plan of Reorganization as contributions by Parent of the applicable assets, liabilities and employees to the capital of SpinCo under Section 118 of the Code, (c) the dividend made pursuant to step three of the Plan of Reorganization a taxable distribution to Parent’s shareholders governed by Sections 301 and 311 of the Code and (d) the Distribution as a taxable distribution to Parent’s shareholders governed by Sections 301 and 311 of the Code, in each case, except to the extent otherwise required by a Final Determination.
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Tax Treatment of the Distribution. HHH shall have received an opinion of Xxxxxx & Xxxxxxx LLP regarding the qualification of the Distribution as a distribution under Section 355 of the Code, in form and substance satisfactory to HHH in its sole and absolute discretion.
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Tax Treatment of the Distribution 
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Related to Tax Treatment of the Distribution

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price for Tax purposes.

  • Certain Distributions If the Company elects to:

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

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