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 Xxxxx & Qxxxxxx dxxxxxxxd xx xxe Xxxxial Xxxxxxg 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.

  • 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.

  • 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.

  • 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 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).

  • 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.

Related to Special Tax Opinion

  • 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.

  • 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 specified therein will be debt for United States federal income tax purposes.

  • 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.

  • Special Tax means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement.

  • Unqualified Tax Opinion means a “will” opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

  • 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.

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

  • Special Tax Requirement means that amount required in any Fiscal Year to: (i) pay debt service on all Outstanding Bonds; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement and rebate payments on the Bonds; (iii) pay Administrative Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds; (v) pay directly for the acquisition or construction of facilities authorized to be financed by IA No. 2 to the extent that inclusion of such amount does not increase the Special Tax levy on Undeveloped Property; and (vi) pay for reasonably anticipated Special Tax delinquencies based on the historical delinquency rate for IA No. 2 as determined by the CFD Administrator; less (vii) a credit for funds available to reduce the annual Special Tax levy, as determined by the CFD Administrator pursuant to the Indenture.

  • 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.

  • 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 Board, and whose fees and disbursements shall be paid by the Company.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Collateral Tax Event means at any time, as a result of the introduction of a new, or any change in, any home jurisdiction or foreign tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation (whether proposed, temporary or final), interest payments due from the Obligors of any Collateral Debt Obligations in relation to any Due Period becoming properly subject to the imposition of home jurisdiction or foreign withholding tax (other than where such withholding tax is compensated for by a “gross-up” provision in the terms of the Collateral Debt Obligation or such requirement to withhold is eliminated pursuant to a double taxation treaty so that the Issuer as holder thereof is held completely harmless from the full amount of such withholding tax on an after-tax basis) so that the aggregate amount of such withholding tax on all Collateral Debt Obligations in relation to such Due Period is equal to or in excess of 6% of the aggregate interest payments due (for the avoidance of doubt, excluding any additional interest arising as a result of the operation of any gross-up provision) on all Collateral Debt Obligations in relation to such Due Period.

  • Intended Tax Treatment has the meaning set forth in the Recitals.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

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

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • Maximum Special Tax means the maximum Special Tax, determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel.

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • 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.

  • Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

  • Agreement combined tax rate means the sum of the tax rates:

  • UK Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).