Special Tax Opinion definition

Special Tax Opinion. An Opinion of Counsel that a proposed transaction or activity will not (a) affect adversely the status of any REMIC as a REMIC or of the Regular Interests as the “regular interests” therein under the REMIC Provisions, (b) affect the payment of interest or principal on the Regular Interests, or (c) result in the encumbrance of the Mortgage Loans by a tax lien.
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Special Tax Opinion means the legal opinion of Greenberg Traurig Hoffman Lipoff ▇▇▇▇▇ & Q▇▇▇▇▇▇ d▇▇▇▇▇▇▇d ▇▇ ▇▇e ▇▇▇▇ial ▇▇▇▇▇▇g Date confirming the opinions set forth in the Private Placement Memorandum under the heading "Certain Federal Income Tax Considerations."
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Examples of Special Tax Opinion in a sentence

  • Unless otherwise specified in the Pooling and Servicing Agreement, (a) the Pooling REMIC Regular Interests will be "regular interests" for purposes of the REMIC Provisions but will not constitute securities or certificates of interest in the Trust; and (b) the Trustee will be the owner of any such Regular Interests, which may not be transferred to any person other than a successor trustee appointed pursuant to Section 8.08 hereof unless the party desiring the transfer obtains a Special Tax Opinion.

  • Unless otherwise provided in the Trust Agreement, (i) the Subaccounts will be the Regular Interests in the Pooling REMIC but will not constitute securities or certificates of interest in the Trust and (ii) the Trustee will be the owner of the Subaccounts, which may not be transferred to any person other than a successor trustee appointed pursuant to Section 8.07 hereof unless the party desiring the transfer obtains a Special Tax Opinion.

  • Unless otherwise specified in the Trust Agreement, (a) the Regular Interests in a REMIC will be "regular interests" for purposes of the REMIC Provisions; (b) the Trustee will be the owner of the Regular Interests in the First Tier REMIC, which may not be transferred to any person other than a successor trustee appointed pursuant to Section 8.07 hereof unless the party desiring the transfer obtains a Special Tax Opinion; and (c) such Regular Interests will be represented by the respective Interests.

  • Notwithstanding the foregoing, no amendment under this subsection (b) may be made unless the Trustee shall have received a Special Tax Opinion to the effect that such amendment will not cause the REMIC Trust Fund to be disqualified as a REMIC, or subject the REMIC Trust Fund to "prohibited transaction" or "prohibited contribution" taxes.

  • Except with the consent of the Certificate Insurer, no Opinion of Counsel or Special Tax Opinion may be delivered by in-house counsel of the entity required to deliver such opinion.

  • Notwithstanding the foregoing, no amendment under this subsection (b) may be made unless the Trustee shall have received a Special Tax Opinion to the effect that such amendment will not cause the Trust to be disqualified as a REMIC, or subject the Trust to "prohibited transaction" or "prohibited contribution" taxes.

  • Unless otherwise specified in the Pooling and Servicing Agreement, (a) the Pooling REMIC Regular Interests will be “regular interests” for purposes of the REMIC Provisions but will not constitute securities or certificates of interest in the Trust; and (b) the Trustee will be the owner of any such Regular Interests, which may not be transferred to any person other than a successor trustee appointed pursuant to Section 8.08 hereof unless the party desiring the transfer obtains a Special Tax Opinion.

  • Except for Qualified Use Agreements (as defined in Exhibit B hereto), the City will not enter into any lease or contract with respect to the use, operation or management of the Arena without first obtaining a Special Tax Opinion (as defined in Exhibit B hereto).

  • While the Certificate Insurance Policies are in effect, each Opinion of Counsel and Special Tax Opinion rendered pursuant to the Agreement also shall be addressed and delivered to, and be acceptable to, the Certificate Insurer and be delivered by counsel acceptable to the Certificate Insurer.