Material United States Federal definition

Material United States Federal. Income Tax Considerations" and "Description of Debt Securities," to the extent that such information constitutes matters of law, summaries of legal matters, summaries of the Securities, the Guarantees, the Indenture (as amended and supplemented by any Officers' Certificate (as such term is defined in the Indenture)) or other instruments, agreements or documents, or legal conclusions, has been reviewed by such counsel and is correct in all material respects. In rendering such opinion, such counsel shall state that such opinion covers matters governed by and arising under the laws of the State of California, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. In rendering such opinion, such counsel shall further state that, for purposes of such opinion, such counsel has assumed with the permission of the Underwriter that the laws of the State of California govern the Operative Documents, the Guarantees, the Senior Subordinated Notes, the Senior Subordinated Indenture, the Senior Subordinated Guarantees, the Senior Notes and the Senior Guarantees (all of which are by their terms to be governed by the laws of the State of New York) and such counsel expresses no opinion as to whether a court applying California choice-of-law rules would apply the law of the State of New York to such instruments.
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Material United States Federal. Income Tax Considerations," "Plan of Distribution," "Transfer Restrictions," "Risk Factors -- We may be fined or forced out of business if we do not maintain the net capital levels," "Risk Factors -- Due to our recent acquisition of Telebanc, we may be restricted in expanding our activities, and our inexperience with being regulated as a savings and loan holding company could negatively affect both us and Telebanc," "Risk Factors -- The notes are unsecured and, in the event of our insolvency, liquidation or similar event, we must pay in full all of our senior indebtedness before we can make any payments on the notes," "Risk Factors -We may incur significant costs to avoid investment company status and may suffer adverse consequences if we are deemed to be an investment company," and "Legal and Administrative Proceedings," to the extent that such statements constitute a summary of the legal matters, documents and proceedings referred to therein, have been reviewed by such counsel and is a fair summary of such matters and conclusions (although such counsel does not opine as to the completeness of the information contained in such sections with respect to the subject matters thereof);
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Material United States Federal. Income Tax Considerations" and "Underwriting" in the Prospectus, as amended or supplemented through the date hereof, insofar as such statements constitute a summary of legal matters, documents or proceedings referred to therein, fairly present the information so summarized with respect to such legal matters, documents and proceedings.
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Examples of Material United States Federal in a sentence

  • Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the discussion set forth in the Retail Prospectus Supplement under the heading "Material United States Federal Income Tax Considerations," to the extent describing matters of United States federal income tax law or legal conclusions with respect thereto, is our opinion.

  • See "Material United States Federal Income Tax Consequences" in the Prospectus.

  • Notwithstanding the foregoing, we do not express any opinion herein with respect to the Company’s status as a passive foreign investment company (“ PFIC”) for United States federal income tax purposes for any taxable year, for the reasons stated in the discussion on PFICs set forth in the Registration Statement under the heading “Taxation — Material United States Federal Income Tax Considerations.”Except as set forth above, we express no other opinion.

  • Material United States Federal Income Tax Consequences” of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due.

  • Material United States Federal Income Tax Consequences.” Each stockholder should consult his or her own tax advisor as to whether he or she is subject to or exempt from federal income tax withholding.

  • Material United States Federal Income Tax Consequences,” the number of shares we will purchase from a stockholder may affect the federal income tax consequences to the stockholder of the purchase and therefore may be relevant to a stockholder’s decision whether to tender shares.

  • In our opinion, the discussions under the headings “Certain United States Federal Income Tax Considerations” in the Product Supplement and “The Material United States Federal Income Tax Considerations” in the Pricing Supplement, subject to the conditions and limitations described therein, set forth the material U.S. federal income tax considerations applicable generally to holders of the securities offered pursuant to the Pricing Supplement as a result of the ownership and disposition of such securities.

  • We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Certain United States Federal Income Tax Considerations” in the Product Supplement and “The Material United States Federal Income Tax Considerations” in the Pricing Supplement.

  • We have reviewed the discussion entitled "Material United States Federal Income Tax Consequences of the Merger" contained in the Registration Statement and believe that, insofar as it relates to statements of law and legal conclusions, it sets forth the material United States federal income tax considerations generally applicable to the Merger and is correct in all material respects.

  • We hereby consent to being named as counsel to the Issuers in the Registration Statement, to the references therein to our firm under the caption "Material United States Federal Income Tax Considerations," and to the inclusion of this opinion as an exhibit to the Registration Statement.


More Definitions of Material United States Federal

Material United States Federal. Income Tax Considerations" and "Underwriting," insofar as they purport to describe the material provisions of the laws and documents referred to therein, are accurate summaries in all material respects. (uu) Registration and Quotation of Common Stock. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or listing of the Common Stock on the Nasdaq SmallCap Market or Tier I of the Pacific Exchange, except as described in the Prospectus with respect to the application to list the Common Stock on the Tier I of the Pacific Exchange, nor has the Company received any notification that the Commission, the Nasdaq SmallCap Market or the Pacific Exchange is contemplating terminating such registration or quotation. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
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Material United States Federal. Income Tax Matters with Respect to the Preferred Trust Securities"] in the Prospectus.
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Material United States Federal. Income Tax Consequences" and under the headings "Risk Factors" and "Business -- Legal Proceedings" describing certain legal proceedings affecting the Company and its Subsidiaries, fairly summarize the matters therein described.
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Material United States Federal. Income Tax Consequences" and "ERISA Considerations", in each case to the extent that such statements constitute matters of Illinois, Delaware or federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such law or conclusions;
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Related to Material United States Federal

  • United States Forces Korea (USFK) means the subordinate unified command through which US forces would be sent to the Combined Forces Command fighting components.

  • Outside the United States means a location outside the geographic boundaries of the United States, Puerto Rico, the United States Virgin Islands, and any territory, insular possession, or other location subject to the jurisdiction of the United States.

  • Citizen of the United States has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

  • United States Citizen shall have the meaning set forth in Section 3.02.

  • United States shareholder means, with respect to any foreign corporation, a United States person who owns, or is considered as owning, 10 percent or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation.

  • United States Tax Person A citizen or resident of the United States, a corporation, partnership 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 from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • Qualified United States financial institution means an institution that:

  • United States Alien means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

  • United States and “U.S.” mean the United States of America.

  • United means United Airlines, Inc., a Delaware corporation, and its successors and assigns.

  • United States Bankruptcy Code means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law.

  • Appropriate Federal Banking Agency means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

  • Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Disqualified Non-United States Tax Person With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.

  • Governmental Plan and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

  • Local health department means the same as that term is defined in Section 26A-1-102.

  • Federal Government means the Federal Government of Islamic Republic of Pakistan.

  • Federal Health Care Program means a Federal health care program as defined in section 1128B(f) of the Social Security Act, and includes Medicare, Medicaid, and CHIP.