Transaction Opinion definition

Transaction Opinion means an opinion from a nationally recognized valuation or investment banking firm approved by each Parent in its reasonable discretion, addressed to each Parent opining that (i) the Purchase Price to be received by the selling ACS Affiliates as consideration for the Purchased Assets as set forth in Section 2.1 of this Agreement, as of the date of transfer of the Purchased Assets, represents at least reasonably equivalent value for the Purchased Assets and (ii) as set forth in Section 2.7 of this Agreement, and in accordance with the terms of the Operating Agreement, the membership interest in the Company to be received by ACS Member as consideration for transferring and delivering to the Company all of the ACS Assets (other than the Purchased Assets), as of the date of transfer of such ACS Assets, represents at least reasonably equivalent value for such assets.
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Transaction Opinion means an opinion from a nationally recognized valuation or investment banking firm approved by GCI Parent in its reasonable discretion, addressed to GCI Parent opining that the Purchase Price to be paid for the consideration for the ACS Assets and the ACS AWN Interest represents at least reasonably equivalent value for such assets, as of the Closing Date.
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Transaction Opinion means the opinion of Lavery as counsel for Campbell in regard to liabilit▇▇▇ ▇▇ the Transaction ▇▇▇▇▇▇▇ with respect to the 1991 Transaction; PAYMENT CURRENCY means the currency in which any payment is actually made;
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Examples of Transaction Opinion in a sentence

  • The tax representations letters described in clause (iii) above shall also be provided to CMFT, and for purposes of the opinion required by Section 8.2(f), CMFT may rely on the representation letter provided pursuant to this Section 7.10(c) in connection with making the representations in the tax representation letter provided to Transaction Opinion Counsel for the purposes of the opinion to be issued pursuant to Section 8.2(f).

  • Such efforts shall include entering into an engagement letter as soon as reasonably practicable with a nationally recognized investment banking or valuation firm, paying any applicable fees, providing all necessary information to such firm and requesting the Transaction Opinion from such firm.

  • CMFT shall have received a written opinion of Transaction Opinion Counsel, or other nationally recognized tax counsel to CMFT, dated as of the Closing Date, in form and substance reasonably acceptable to CMFT, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications.

  • GCI shall use reasonable best efforts to cause the Transaction Opinion to be issued so as not to delay the Closing.

  • GCI Parent shall use reasonable best efforts to cause the Transaction Opinion to be issued so as not to delay the Closing.

  • The tax representations letters described in clause (iii) above shall also be provided to CCPT V, and for purposes of the opinion required by Section 8.3(f), CCPT V may rely on the representation letter provided pursuant to this Section 7.10(b) in connection with making the representations in the tax representation letter provided to Transaction Opinion Counsel for the purposes of the opinion to be issued pursuant to Section 8.3(f).

  • The tax representations letters described in clause (iii) above shall also be provided to CCIT III, and for purposes of the opinion required by Section 8.3(f), CCIT III may rely on the representation letter provided pursuant to this Section 7.10(b) in connection with making the representations in the tax representation letter provided to Transaction Opinion Counsel for the purposes of the opinion to be issued pursuant to Section 8.3(f).

  • ACS shall take all commercially reasonable actions requested by GCI Parent to cooperate and provide information required in connection with issuance of the Transaction Opinion.

  • The tax representations letters described in clause (iii) above shall also be provided to CCIT II, and for purposes of the opinion required by Section 8.3(f), CCIT II may rely on the representation letter provided pursuant to this Section 7.10(b) in connection with making the representations in the tax representation letter provided to CCIT II Transaction Opinion Counsel for the purposes of the opinion to be issued pursuant to Section 8.3(f).

  • CMFT shall have received a written opinion of Transaction Opinion Counsel, or other tax counsel to CMFT, dated as of the Closing Date, in form and substance reasonably acceptable to CMFT, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications.