Distribution Tax Opinion means any opinion issued by Starwood Tax Counsel and/or other tax advisor to Starwood regarding U.S. federal income Tax consequences of the Contribution and Distribution.

Distribution Tax Opinion shall have the meaning set forth in the Separation Agreement.

Distribution Tax Opinion means a written opinion of Verizon Tax Counsel, addressed to Verizon and Spinco and dated as of the Distribution Date, in form and substance reasonably satisfactory to Verizon and (solely with respect to issues (i) as to whether Spinco recognizes gain or loss or (ii) for which the Company or Spinco may be liable under the Transaction Agreements) the Company, to the effect that ( i ) each of the Internal Spinoffs will qualify as a distribution eligible for nonrecognition under Sections 355(a), 355(c) and/or 361(c) of the Code, as applicable, ( ii ) the Distribution will qualify as a distribution of Spinco stock to the stockholders of Verizon eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of Verizon, Spinco or the stockholders of Verizon, except as to cash received in lieu of fractional shares by the stockholders of Verizon, and ( iii ) neither Verizon nor any member of the Verizon Group will recognize gain or loss for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange.

Examples of Distribution Tax Opinion in a sentence

The Distribution Tax Opinion shall be based upon the Ruling Request, the IRS Submissions and the Private Letter Ruling (including the IRS D Reorganization Ruling and the IRS Debt Exchange Ruling) and customary representations and covenants, including those contained in certificates of Burgundy, Spinco, Grizzly and others, reasonably satisfactory in form and substance to Burgundy Tax Counsel (such representations and covenants, the “Distribution Tax Representations”).
Each of Verizon, Spinco and the Company shall deliver to Verizon Tax Counsel, for purposes of the Distribution Tax Opinion, the Distribution Tax Representations.
CBS may waive certain of the conditions to the Exchange Offer prior to the expiration of the Exchange Offer, but if CBS waives the condition that it receives the Distribution Tax Opinion, then CBS may be required to pay the Tax Opinion Waiver Penalty.
Each of Burgundy, Spinco and Grizzly agrees to use its reasonable best efforts to obtain the Distribution Tax Opinion.
Each of Verizon, Spinco and the Company agrees to use its commercially reasonable efforts to obtain the Distribution Tax Opinion.

More Definitions of Distribution Tax Opinion

Distribution Tax Opinion means an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Air Products, dated as of the Distribution Date, substantially to the effect that the Contribution (together with the conversion of Versum from a limited liability company to a Delaware corporation) and the Distribution, taken together, should qualify as a transaction that is tax-free to Air Products and Air Products’ shareholders for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code and the Debt-for-Debt Exchange should qualify as a transaction that is tax-free to Air Products for U.S. federal income tax purposes under Section 361 of the Code.

Distribution Tax Opinion means an opinion from MWV’s counsel to the effect that the Separation and the Distribution, taken together, will qualify as a reorganization under section 368(a)(1)(D) of Code.

Distribution Tax Opinion means a written opinion of Verizon Tax Counsel, addressed to Verizon and Spinco and dated as of the Distribution Date, in form and substance reasonably satisfactory to Verizon and (solely with respect to issues as to whether Spinco recognizes gain or loss) the Company, to the effect that (i) each of the Internal Spinoffs will qualify as a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, (ii) the Distribution will qualify as a distribution of Spinco stock to the stockholders of Verizon eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of Verizon, Spinco or the stockholders of Verizon, except as to cash received in lieu of fractional shares by the stockholders of Verizon, and (iii) Verizon will not recognize gain or loss for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange.

Distribution Tax Opinion means a written opinion of a nationally-recognized tax counsel or “Big Four” accounting firm chosen by Dell, addressed to Dell, in form and substance reasonably satisfactory to Dell, dated as of the Distribution Date, to the effect that the Distribution and each Internal Distribution will qualify for its Intended Tax Treatment.

Distribution Tax Opinion means a written opinion of Tribune Tax Counsel, addressed to Tribune and Tribune Publishing and dated as of the Distribution Date, in form and substance reasonably satisfactory to Tribune, to the effect that (i) the Contribution, together with the Distribution, will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code; (ii) the Distribution will qualify as a distribution of Tribune Publishing stock to Tribune stockholders eligible for nonrecognition under Sections 355(a) and 361(c) of the Code; (iii) the Special Payment will qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, to the extent that Tribune distributes the Special Payment to its creditors and/or shareholders in connection with the Transactions; and (iv) no gain or loss be recognized as a result of the Transactions for U.S. federal income tax purposes by any of Tribune, Tribune Publishing, and their respective stockholders and Subsidiaries (except to the extent of cash received in lieu of fractional shares).

Distribution Tax Opinion means a written opinion of Verizon Tax Counsel, addressed to Verizon and Spinco and dated as of the Distribution Date, in form and substance reasonably satisfactory to Verizon and (solely with respect to issues (i) as to whether Spinco recognizes gain or loss or (ii) for which the Company or Spinco may be liable under the Transaction Agreements) the Company, to the effect that (i) each of the Internal Spinoffs will qualify as a distribution eligible for nonrecognition under Sections 355(a), 355(c) and/or 361(c) of the Code, as applicable, (ii) the Distribution will qualify as a distribution of Spinco stock to the stockholders of Verizon eligible for nonrecognition under Sections 355(a) and 361(c) of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of Verizon, Spinco or the stockholders of Verizon, except as to cash received in lieu of fractional shares by the stockholders of Verizon, and (iii) neither Verizon nor any member of the Verizon Group will recognize gain or loss for federal income tax purposes in connection with the receipt of the Spinco Securities or the consummation of the Debt Exchange.