Tax Materials shall have the meaning set forth in Section 4.1(a).
Tax Materials means the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion, and any other materials delivered or deliverable by Distributing, Splitco and others in connection with the rendering by Tax Counsel of the Tax Opinion.
Tax Materials means (a) the IRS Ruling, (b) the Distribution Tax Opinions, (c) each submission to the IRS in connection with the IRS Ruling, including the IRS Ruling Request, (d) the Company Distribution Tax Representations, (e) the Merger Partner Distribution Tax Representations, (f) the SpinCo Merger Tax Representations, and (g) the Merger Partner Merger Tax Representations.
Examples of Tax Materials in a sentence
HHH will not, and will not permit any other member of the HHH Group to, take or fail to take, as applicable, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials.
More Definitions of Tax Materials
Tax Materials shall have the meaning set forth in Section 3.01(a).
Tax Materials has the meaning set forth in Section 6.01(a).
Tax Materials means (A) the Private Letter Ruling, (B) the Tax Opinions, (C) the Ruling Request, (D) the Tax Certificates and (E) any other materials delivered or deliverable in connection with the issuance of the Private Letter Ruling or the rendering of the Tax Opinions.
Tax Materials means (a) the Private Letter Ruling, (b) any Opinion, (c) the IRS Submissions, (d) any representation letter from a Party or any Affiliate thereof supporting an Opinion, and (e) any other materials delivered or deliverable by a Party or any Affiliate thereof in connection with the rendering of an Opinion or the issuance by the IRS of the Private Letter Ruling.
Tax Materials means (a) the IRS Ruling, (b) the Opinions, (c) each submission to the IRS in connection with the IRS Ruling Request, (d) any tax representation letter addressed to Counsel supporting the Opinions, (e) any other materials delivered or deliverable by Starwood, Vistana or Iris, in connection with the rendering by Counsel of the Opinions and the issuance by the IRS of the IRS Ruling and (f) the representation letter from Vistana to the auditors who prepared the Vistana Financial Statements.
Tax Materials means (i) the IRS Ruling, (ii) the opinions listed on Exhibit C regarding the U.S. federal income tax consequences of the Mergers or the Transactions, (iii) each submission to the IRS in connection with the IRS Ruling, and (iv) any tax representation letter addressed to counsel and/or other tax advisor supporting the opinions described in clause (ii) above.
Tax Materials shall have the meaning set forth in Section 4.1(a) of this Agreement.