Tennessee Opinion Sample Clauses
Tennessee Opinion. At the Closing Date, the Underwriters shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special Tennessee tax counsel to the Depositor and NMAC, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters.
Tennessee Opinion. At the Closing Date, the Underwriters shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special Tennessee tax counsel to the Depositor and NMAC, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, to the effect that:
(i) The Trust is not subject to the Tennessee taxes imposed by T.C.A. §§ 67-2-101 et seq. (the “Hall Tax”) or T.C.A. §§ 67-4-701 et seq. (the “Business Tax”).
(ii) If the Trust is subject to the Tennessee taxes imposed by T.C.A. §§67-4-2001 et seq. (the “Excise Tax”) or T.C.A. §§67-4-2101 et seq. (the “Franchise Tax”), any lien imposed on the Collateral by the State of Tennessee for a failure to pay Excise Tax or Franchise Tax will be subordinate to a pre-existing, perfected security interest of the Indenture Trustee in the Collateral.
(iii) The Notes are “bonds” under T.C.A. §67-2-101(1)(A) (2009) for purposes of the Hall Tax, and the interest paid by the Trust to the non-corporate holders of Notes who are Tennessee residents is taxable under the Hall Tax.
(iv) Holders of Notes who are persons or entities who would otherwise be taxable under T.C.A. §67-2-102 (2009) but are not residents of the State of Tennessee are not subject to the Hall Tax.
(v) Holders of Notes who would otherwise be taxpayers within the meaning of T.C.A. §67-4-2004(34) (2009) but are not doing business in the State of Tennessee within the meaning of T.C.A. §67-4-2004(12) (2009) are not subject to the Excise Tax, the Franchise Tax or the Business Tax and will not be treated as doing business within the State of Tennessee solely as a result of their interests in the Notes.
(vi) With respect to the holders of Notes that are corporations subject to the Excise Tax, the Excise Tax characterization of the Notes and the distributions thereon will be the same as for United States federal income tax purposes.
(vii) The Titling Trustee is qualified to do business and is in good standing as a foreign corporation under the laws of the State of Tennessee.
(viii) The execution, delivery and performance by each of NMAC and the Depositor of the Depositor’s limited liability company agreement or any of the Basic Documents to which such entity is a party and the performance by each of them, of their respective obligations thereunder will not violate, result in a breach of or constitute a default under, or with the giving of notice or the passage of time or both, constitute a default under or result in the creation or impo...
Tennessee Opinion. At the Closing Date, the Underwriters shall have received an opinion of [W▇▇▇▇▇ L▇▇▇▇▇▇ ▇▇▇▇▇▇ & D▇▇▇▇, LLP], special Tennessee tax counsel to the Depositor and NMAC, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, to the effect that:
(i) The Trust is not subject to the Tennessee taxes imposed by T.C.A. §§ 67-4-2001 et seq. (the “Excise Tax”), T.C.A. §§ 67-4-2101 et seq. (the “Franchise Tax”), T.C.A. §§ 67-2-101 et seq. (the “Hall Tax”), or T.C.A. §§ 67-4-701 et seq. (the “Business Tax”).
(ii) The Notes are deemed to be “bonds” for purposes of the Hall Tax, and the interest paid by the Trust to the non-corporate Noteholders who are Tennessee residents is taxable under the Hall Tax.
(iii) Noteholders who are persons or entities who would otherwise be taxable under T.C.A. §67-2-102 but are not residents of Tennessee are not subject to the Hall Tax.
(iv) Noteholders who would otherwise be taxpayers within the meaning of T.C.A. §67-4-2004(20) but are not doing business in the State of Tennessee within the meaning of T.C.A. §67-4-2004(7) are not subject to the Excise Tax or the Franchise Tax.
(v) With respect to the Noteholders that are corporations subject to Tennessee taxation, the tax characterization of the Notes and the distributions thereon will be the same as for United States federal income tax purposes.
(vi) With respect to the Certificateholder, the Tennessee tax characterization of the Certificate and the distributions thereon will vary from the treatment under federal income tax laws because the Trust will be disregarded for federal income tax purposes but is recognized as a separate entity for Tennessee Franchise and Excise Tax purposes. However, distributions to the Certificateholder should qualify for the dividends received deduction pursuant to T.C.A. §67-4-2006(b)(2)(A).
(vii) The execution, delivery and performance by each of NMAC and the Depositor of this Agreement or by NMAC or the Depositor of the Depositor LLC Agreement or any of the Basic Documents to which such entity is a party and the performance by each of them, of their respective obligations hereunder will not violate, result in a breach of or constitute a default under, or with the giving of notice or the passage of time or both, would constitute a default under or result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any property or assets of such entity pursuant to the terms of any s...