Supplemental Rulings definition

Supplemental Rulings means “Supplemental Rulings,” as such term is defined in the Merger Agreement.
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Supplemental Rulings shall have the meaning set forth in Section 6.06(c).
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Examples of Supplemental Rulings in a sentence

  • The transactions contemplated by this Agreement are not conditioned on the receipt of any additional rulings from the IRS, other than the Supplemental Rulings (defined below).

  • In connection with the Phase I Combination, Distributing and LP 1, LP 2, LP 3, LP 4, and LP 5 (collectively, the “LPs”) received the Supplemental Rulings.

  • Each of the Company and Parent shall cause their respective Israeli counsel, accountants and other advisors, to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling and the Supplemental Rulings.

  • Subject to the terms and conditions hereof, the Company shall cooperate as reasonably requested by Parent to promptly to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable.

  • The Company and Parent agree to use their commercially reasonable efforts to provide any appropriate information and additional representations necessary or appropriate in connection with the Supplemental Rulings.

  • In addition, Natco and American Eagle each have received supplemental rulings (the "Supplemental Rulings" and, together with the Original Rulings, the "Tax Rulings") pursuant to their joint request (the "Supplemental Ruling Request" and, together with the Original Ruling Request, the "Ruling Requests").

  • The Plan provides that as a condition precedent to the TCEH Effective Date in the event of a Spin-Off, the Private Letter Ruling obtained by the Debtors is in full force and effect and shall not have been revoked or withdrawn and that the requirements in the Merger Agreement with respect to the Supplemental Rulings shall have been satisfied.

  • MIPS and SGI agree to cooperate with each other in obtaining the Ruling, any Supplemental Rulings or any other rulings from the IRS or other taxing authority or any opinions of counsel.

  • Supplemental Rulings Based solely on the information and representations set forth herein, we rule as follows regarding the First Reorganization and regarding the Supplemental Proposed Transaction.

  • Our opinion is conditioned upon, among other things, the receipt of the Supplemental Rulings and the initial and continuing accuracy and completeness of such facts, information, representations, and covenants.

Related to Supplemental Rulings

  • 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.

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

  • 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.

  • 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.

  • Supplemental Report means a Supplemental Report delivered by the Issuer to Treasury pursuant to the Definitive Agreement.

  • Ruling Documents means the Ruling and the Ruling Request.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • 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.

  • Supplemental Retirement Plan means (i) the Company’s Amended and Restated Supplemental Executive Retirement Plan, (ii) the Company’s Supplemental Management Retirement Plan, (iii) the Company’s Amended and Restated Top Hat Restoration Plan, and (iv) the Company’s Defined Contribution Restoration Plan.

  • Supplemental Terms means the product specific supplemental terms and conditions which include additional or different terms and conditions to those in the Cloud GTCs for the provision of specific Cloud Services which are made available on http://www.sap.com/company/legal.

  • Supplemental Agreements means the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement.

  • 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.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Ruling Request means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement;

  • Resource Adequacy Rulings means CPUC Decisions 00-00-000, 00-00-000, 00-00-000, 06- 06-024, 00-00-000 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such CPUC decisions, rulings, laws, rules or regulations may be amended or modified from time to time during the Term.

  • IRS means the United States Internal Revenue Service.

  • 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.

  • Supplemental Plan means a written plan for a child outlining the agency's plan to locate a permanent placement for the child and which may be developed concurrently with the case plan.

  • Supplementary Agreement means the Supplementary Agreement, a copy of which is set out in Schedule 2;

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • advance ruling means a decision provided by the Authority or the Appellate Authority to an applicant on matters or on questions specified in sub-section (2) of section 97 or sub-section (1) of section 100, in relation to the supply of goods or services or both being undertaken or proposed to be undertaken by the applicant;

  • Post-Distribution Ruling has the meaning set forth in Section 7.02(c).

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Supplemental Resolution means any resolution or resolutions of the Trust amending, modifying or supplementing this Bond Resolution, authorizing the issuance of a Series of Refunding Bonds, or any other Supplemental Resolution adopted by the Trust pursuant to the provisions of this Bond Resolution.

  • Supplement(s) means any document which may add, delete, amend or replace the terms and benefits of this Policy. Supplement(s) shall include but is not limited to endorsement, rider, annex, schedule or table attached and issued with this Policy.