Parent Opinion definition

Parent Opinion means a tax opinion letter from Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”), or another nationally recognized law firm reasonably satisfactory to Parent (Xxxxx Xxxx or such other nationally recognized law firm, as applicable, “Parent Opinion Counsel”), addressed to Parent, dated the Closing Date, that sets forth Parent Opinion Counsel’s opinion that (i) the Merger will qualify, as of the Closing, as a reorganization within the meaning of Section 368(a)(1)(B) of the Code and (ii) each of the Company and Parent will be, as of the Closing, a “party to the reorganization” within the meaning of Section 368(b) of the Code.
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Parent Opinion shall have the meaning given that term in Section 7.2.4.
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Parent Opinion has the meaning set forth in Section 3.02(b)(iv).
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Examples of Parent Opinion in a sentence

  • The School values parent / carer input into its operations and curriculum offerings and seeks feedback through the Parent Opinion survey, and from parent representatives on School Council.

  • North Carolina Parent Opinion Survey of Public School Sexuality Education: An Update to the 2003 Survey.

  • NC Parent Opinion Survey of Public School Sexuality Education, $59,233 (n=1,201), Contracted with Adolescent Pregnancy Prevention Campaign of North Carolina, 9/15/08 – 2/15/09.

  • They develop when biomechanical demands repeatedly exceed the workers’ physical capacities, and, along with force exertion, awkward postures represent one of their major risk factors [1].

  • A correct and complete copy of the Parent Opinion will be delivered to the Company solely for informational purposes after receipt thereof by Parent.

  • You are required to distribute and collect Parent Opinion Questionnaires.

  • Seller shall have delivered the Parent Opinion and the Seller Opinion.

  • Parent Opinion and Consultation□ Yes □ No The parent/guardian participated in this discussion.

  • Teacher, Administrator, School Director, and Parent Opinion Re- garding Non-Instructional Responsibilities of Teachers in Selected Suburban Phila- delphia School Districts.

  • Xxxxxxxxx & Xxxxx (the "Parent ---------------------------- Financial Adviser") has delivered to the Board of Directors of Parent its opinion to the effect that, as of November 18, 1999, the Merger Consideration is fair, from a financial point of view, to Parent ("Opinion of Parent Financial Adviser").


More Definitions of Parent Opinion

Parent Opinion means one or more legal opinions of Parent's general corporate counsel, in a form and in substance satisfactory to Purchaser and its counsel, which shall contain the opinion of Parent's counsel that: (a) Parent is duly organized and existing with all requisite power and authority to enter into and perform the Parent Consent and Indemnification Agreement; (b) Parent has taken all corporate action necessary to enter into and perform the Parent Consent and Indemnification Agreement; (c) the Parent Consent and Indemnification Agreement does not conflict with or violate any law, rule, regulation, order, contract, covenant or agreement governing Parent; (d) the Parent Consent and Indemnification Agreement is enforceable; and (e) all necessary consents and approvals for the Parent Consent and Indemnification Agreement have been obtained.
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Related to Parent Opinion

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Unqualified Opinion means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required Purchasers in their reasonable discretion which opinion shall not include any qualifications or any going concern limitations other than customary qualifications related to negative profits and debt maturities within one year of applicable maturity date.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Actuarial opinion means the opinion of an appointed actuary regarding the adequacy of the reserves and related actuarial items based on an asset adequacy analysis in accordance with subrule 5.34(6) and with applicable actuarial standards.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Parent Recommendation has the meaning set forth in Section 5.2(b).

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • 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.