Tax Counsel No Adverse Effect Opinion definition

Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel substantially to the effect that the taking of the action specified therein will not, in and of itself, adversely affect any exclusion of interest on the Tax-Exempt Governmental Lender Note from gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel substantially to the effect that the taking of the action specified therein will not, in and of itself, adversely affect any exclusion of interest on the Governmental Lender Note from gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel substantially to the effect that the taking of the action specified therein will not, in and of itself, adversely affect any exclusion of interest on the Governmental Lender Note from gross income
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Examples of Tax Counsel No Adverse Effect Opinion in a sentence

  • Notwithstanding anything in this Funding Loan Agreement to the contrary, no additional amounts of the Funding Loan may be drawn down and funded hereunder after the third anniversary of the Closing Date; provided, however, that upon the delivery of a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Funding Lender such date may be changed to a later date as specified in such Tax Counsel No Adverse Effect Opinion.


More Definitions of Tax Counsel No Adverse Effect Opinion

Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel to the effect thatthe talking of the action specified therein wil I nct, in and of itself, adversely affect any exclusion of interest on the G avernmental Lender N ates from gross income for purposes of federal income taxation (subject to the inclusion of such customary excep:ions as are acceptalle to the reci pi ent thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel to the effect that the taking of the action specified therein wil not impair the exclusion of T-27388.001 /1127885.doc Council Agenda: 9-9-2014 Item No.: 3.5 interest on the Tax-Exempt Governmental Lender Notes from gross income of the owners thereof for purposes of federal income taxation, except no statement need be made with respect to any Tax-Exempt Governmental Lender Note during any period while such Tax-Exempt Governmental Lender Note is owned by a "substantial user" of the facilities financed by the Tax-Exempt Governmental Lender Notes or a "related person" within the meaning of section 147(a) of the Code (and in any event subject to the inclusion of such other customary exceptions as are acceptable to the recipient thereof).
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Related to Tax Counsel No Adverse Effect Opinion

  • Company Material Adverse Effect means any (x) termination of the Commercial Supply Agreement, dated as of October 9, 2013, by and between the Company and LTS Xxxxxxx Therapy Systems Corp. or the Interim Supply Agreement, dated as of October 9, 2013, by and between the Company, LTS Xxxxxxx Therapy Systems Corp. and LTS Xxxxxxx Therapy Systems Corp. or (y) change, effect, event, occurrence, state of facts or development which individually or in the aggregate (i) results in any change or effect that is materially adverse to the business, financial condition, properties, assets, liabilities (contingent or otherwise) or results of operations of the Company, taken as a whole, (ii) prevents or materially impedes, interferes with, hinders or delays the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, or (iii) results in the inability of the Company to manufacture at least 500,000 units of the Core Product per year; provided that none of the following shall be deemed, either alone or in combination, to constitute a Company Material Adverse Effect: (A) any change relating to the economy or securities markets in general, (B) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industry in which the Company participates, including any changes to reimbursement rates related to any Products, (C) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, that the underlying causes of such failure may be considered in determining whether a Company Material Adverse Effect has occurred), (D) the effect of any change in any applicable Law or GAAP or (E) any change, effect, event, occurrence, state of facts or development resulting from the execution, pendency or pursuit of the transactions contemplated hereby, including any Litigation resulting therefrom, or any action required pursuant to the terms of this Agreement; except, in the cases of clauses (A), (B) or (D) above, if such change, effect, event, occurrence, state of facts or development disproportionately affects the Company, in a material respect, as compared to other participants in the industry in which the Company participates.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Subscriber Material Adverse Effect means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.