Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate to any Person not considered the same person as the Depositor for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer or the Grantor Trust to be treated as an association or publicly traded partnership taxable as a corporation, or cause the Grantor Trust to be treated as other than a grantor trust for United States federal income tax purposes.
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Notes will be debt for United States federal income tax purposes and/or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. For the sake of clarity, the opinion provided in clause (y) in the preceding sentence would generally be expected, if available, in the event that the opinion provided in clause (x) in the preceding sentence is not rendered with respect to either any outstanding Investment Grade Notes or Non-Investment Grade Notes.
Examples of Initial Certificate Transfer Opinion in a sentence
The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.16(a) shall not continue to apply in the event the Indenture Trustee and the Depositor have received the Initial Certificate Transfer Opinion.
The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.17(a) shall not continue to apply in the event the Indenture Trustee and the Seller have received the Initial Certificate Transfer Opinion.
More Definitions of Initial Certificate Transfer Opinion
Initial Certificate Transfer Opinion. An opinion rendered by counsel satisfactory to the Depositor that (i) upon the initial transfer by the Depositor of an interest in the Certificates and (ii) while any Restricted Note is outstanding, (x) such Note will be characterized as indebtedness for United States federal income tax purposes and (y) such transfer of the Certificate by the Depositor will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. [Initial Closing Date: [ ].] [Initial Cutoff Date: [ ]].
Initial Certificate Transfer Opinion. An opinion rendered by counsel satisfactory to the Depositor that (i) upon the initial transfer by the Depositor of an interest in the Certificates and (ii) while any Retained Note is outstanding, (x) such Note will be characterized as indebtedness for United States federal income tax purposes and (y) such transfer of the Certificate by the Depositor will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. [Initial Closing Date: [ ].] [Initial Cutoff Date: [ ]]. [Initial Purchased Property: As defined in Section 2.01(a) of the Pooling Agreement.] [Initial Receivables: Any retail instalment sale contract or direct purchase money loan for a Financed Vehicle that is included in the Schedule of Initial Receivables attached to the First Step Initial Receivables Assignment and all rights and obligations thereunder.]
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. “ Initial Class A Note Balance ” means $183,190,000. “ Initial Class B Note Balance ” means $66,810,000. “ Initial Purchasers ” means BMO Capital Markets Corp., MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. “ Initial Reserve Account Deposit Amount ” means an amount equal to $10,245,902.28.
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. “ Initial Class A Note Balance ” means $230,390,000. “ Initial Class B Note Balance ” means $46,800,000. “ Initial Class C Note Balance ” means $74,100,000. “ Initial Class D Note Balance ” means $48,900,000. “ Initial Purchasers ” means Credit Suisse Securities (USA) LLC and BMO Capital Markets Corp. “ Initial Reserve Account Deposit Amount ” means an amount equal to $11,999,990.32. “ Initial Servicer ” means America’s Car Mart, Inc., an Arkansas corporation, the initial servicer under the Sale and Servicing Agreement. “ Insurance Policy ” means (i) any theft and physical damage insurance policy maintained by or on behalf of the Obligor under a Receivable providing coverage against loss or damage to or theft of the related Financed Vehicle and (ii) any credit life or credit disability insurance maintained by an Obligor in connection with any Receivable. “ Interest Period ” means, with respect to any Payment Date, from and including the 20 th day of the calendar month preceding such Payment Date (or from and including the Closing Date in the case of the first Payment Date) to but excluding the 20 th day of the month in which such Payment Date occurs. “ Interest Rate ” means, (a) with respect to the Class A Notes, the Class A Interest Rate, (b) with respect to the Class B Notes, the Class B Interest Rate, (c) with respect to the Class C Notes, the Class C Interest Rate or (d) with respect to the Class D Notes, the Class D Interest Rate.
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. “ Initial Class A Note Balance ” means $271,640,000. “ Initial Class B Note Balance ” means $88,700,000. “ Initial Purchasers ” means BMO Capital Markets Corp. and SMBC Nikko Securities America, Inc. “ Initial Reserve Account Deposit Amount ” means an amount equal to $ 11 , 087 , 384 . 86 .
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Seller of a Certificate to any Person not related to the Administrator and (ii) while any Note as of that date was retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Seller of such Certificate will not cause the Issuer or the Grantor Trust to be treated as an association or publicly traded partnership taxable as a corporation, and will not cause the Grantor Trust to be treated as other than a grantor trust for United States federal income tax purposes.