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 will be debt for United States federal income tax purposes.
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.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (i) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation, (ii) following such action the Trust will be disregarded as a separate entity from the Depositor, and (iii) such action will not affect the tax characterization as debt of Notes of any outstanding Class issued by the Trust for which an Opinion of Counsel has been provided that such Notes are debt.
Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Transactions shall have the meaning set forth in the recitals.
Internal Reorganization has the meaning set forth in the Separation Agreement.
Corporate Reorganization means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
IRS Ruling shall have the meaning set forth in the Recitals.
Transaction Taxes has the meaning set forth in Section 6.01.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Common Share Reorganization has the meaning set forth in Section 4.1;
Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
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.
Reorganization Plan means a plan of reorganization in any of the Cases.
Capital Reorganization shall have the meaning set forth in Section 4.3.
Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.
Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Internal Distribution has the meaning set forth in the recitals.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.