Post-Distribution Ruling definition

Post-Distribution Ruling has the meaning set forth in Section 5.4.

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Post-Distribution Ruling shall have the meaning set forth in Section 4.2(c).

Post-Distribution Ruling has the meaning set forth in Section 6.02(b).

Examples of Post-Distribution Ruling in a sentence

• The Company’s evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness or reasonableness of any underlying assumptions, representations and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion.

• SpinCo and RMT Partner shall provide a copy of the Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraph to the Company as soon as practicable prior to taking or failing to take any action set forth in the foregoing clauses (b) through (i).

• Notwithstanding the foregoing, Parent shall not be required to file or cooperate in the filing of any request for a Post-Distribution Ruling under this Section 6.03(b) unless SpinCo represents that (A) it has reviewed such request for a Post-Distribution Ruling, and (B) all statements, information and representations relating to any member of the SpinCo Group contained in such request for a Post-Distribution Ruling are (subject to any qualifications therein) true, correct and complete.

• SpinCo shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the Company for all reasonable out-of-pocket costs and expenses that the Company Group may incur in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

• For the avoidance of doubt, the presence of a Post-Distribution Ruling or Unqualified Tax Opinion shall not relieve SpinCo or RMT Partner from any indemnification obligations otherwise present under this Agreement.

More Definitions of Post-Distribution Ruling

Post-Distribution Ruling has the meaning set forth in Section 6.1 of this Agreement.

Post-Distribution Ruling shall have the meaning set forth in Section 7.01 of this Agreement.

Post-Distribution Ruling has the meaning set forth in Section 6.02(d)(i).

Post-Distribution Ruling means a favorable private letter ruling from a Taxing Authority (including the IRS) to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

Post-Distribution Ruling means a ruling from the IRS in form and substance satisfactory to Illumina in its reasonable discretion to the effect that a transaction will not adversely affect any Intended Tax Treatment.

Post-Distribution Ruling has the meaning given to such term in Section 4.2.

Post-Distribution Ruling has the meaning set forth in Section 3.01.