The S-4 filed on January 8, 1999 explained that the uncertainty about the tracking stock issue derived from lack of authority, but that counsel believe “it is unlikely that the IRS would prevail in a court of law on this issue.” Jasper Cummings, Jr., Reorganization Tax Opinions, 478 PLI/Tax 1181 (2000).
Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.
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.
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.
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
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.
Reorganization Plan means a plan of reorganization in any of the Cases.
Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.
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.
Transaction Taxes has the meaning set forth in Section 6.01.
Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.
Internal Reorganization has the meaning set forth in the Separation Agreement.
IRS Ruling shall have the meaning set forth in the Recitals.
Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.
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.
Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.
Reorganization Agreement has the meaning set forth in the recitals.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.
Internal Distribution has the meaning set forth in the recitals.
Reorganization Event has the meaning specified in Section 5.6(b).