Tax Opinion definition

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.

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Tax Opinion means an opinion issued by Tax Counsel as one of the conditions to completing a Distribution addressing certain United States federal Income Tax consequences of a Distribution under section 355 of the Code.

Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for U.S. 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 Issuer to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) such action will not cause Issuer or Holding Trust to be treated as other than a “grantor trust” within the meaning of subtitle A, chapter 1, subchapter J, part I, subpart E of the Code and (d) except to the extent consented to by the applicable affected Noteholder(s), such action will not cause or constitute an event in which gain or loss would be recognized by any Noteholder.

Examples of Tax Opinion in a sentence

SpinCo shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall, as set forth in Section 4.3(b), reimburse Parent for all reasonable out-of-pocket expenses that Parent or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.
SpinCo shall reimburse Parent for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Parent personnel, incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo within 30 business days after receiving an invoice from Parent therefor.
Parent’s evaluation of a Post-Distribution Ruling or an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations and covenants made in connection with such ruling or opinion as well as any other factors, circumstances, considerations or concerns that Parent determines are relevant.
None of the obtaining of a Post-Distribution Ruling, the delivery of an Unqualified Tax Opinion or ▇▇▇▇▇▇’s waiver of SpinCo’s obligation to deliver a Post-Distribution Ruling or an Unqualified Tax Opinion shall limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

More Definitions of Tax Opinion

Tax Opinion means an Opinion of Counsel to the effect that an amendment or modification of the Indenture will not materially adversely affect the federal income tax characterization of any Note, or adversely affect the federal tax classification status of the Issuer.

Tax Opinion means any written opinion or memorandum of any law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Transactions.

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 adversely affect the tax characterization as debt of Notes of any outstanding Class or other outstanding Trust Financing with respect to which an Opinion of Counsel was delivered at the time of their issuance that such Notes or other Credit Extensions would be characterized as debt, (b) such action will not cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation, and (c) such action will not cause or constitute an event in which tax gain or loss would be recognized by any Creditor.

Tax Opinion has the meaning assigned in Section 6.1(f).

Tax Opinion shall have the meaning specified in the Indenture.

Tax Opinion means with respect to any action or event, an Opinion of Counsel to the effect that, for United States federal income tax purposes (x) in connection with the initial issuance of a Series of Notes, if so specified in the related Series Supplement, such Notes constitute debt and (y) (a) such action or event will not adversely affect the tax characterization of Notes of any outstanding Series or Class of Notes issued to investors as debt, (b) such action or event will not cause any Secured Party to recognize gain or loss and (c) such action or event will not cause the Issuer to be classified as an association or publicly traded partnership, in each case, taxable as a corporation.

Tax Opinion has the meaning set forth in the Tax Matters Agreement.