Distribution Tax Representations definition

Distribution Tax Representations has the meaning set forth in Section 7.9(b).
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Distribution Tax Representations means customary representations and covenants, including those contained in certificates of Tribune, Tribune Publishing and certain stockholders of Tribune, reasonably satisfactory in form and substance to Tribune Tax Counsel, upon which the Distribution Tax Opinion will be based.
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Examples of Distribution Tax Representations in a sentence

  • In delivering the Company Distribution Tax Opinion, LW shall be entitled to receive and rely upon the Parent Distribution Tax Representations and the Company 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.

  • The Distribution Tax Opinion shall be based upon the IRS Ruling, any other rulings issued by the IRS in connection with the Ruling Request, and customary representations and covenants, including those contained in certificates of Verizon, Spinco, the Company and others, reasonably satisfactory in form and substance to Verizon Tax Counsel (such representations and covenants, the “ Distribution Tax Representations ”).

Related to Distribution Tax Representations

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Tax Representation Letters has the meaning assigned in Section 5.16(a).

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • non-taxable territory means the territory which is outside the taxable territory;

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • After-Tax Contributions means amounts withheld from an Employee’s Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • U.S. Tax Person A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Book-Tax Disparities means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner's share of the Partnership's Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner's Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner's Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Required Allocations means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Transaction Taxes has the meaning set forth in Section 6.01.