Favorable Ruling Sample Clauses

Favorable Ruling. The Foundation shall have received a copy of the Favorable Ruling obtained pursuant to Section 4.02(f) hereof, and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters for any reason (including but not limited to no request for a private letter ruling is made or, if made, the request is withdrawn in whole or in part, or the Internal Revenue Service refuses to rule with respect to any Favorable Ruling Matter), the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in the Favorable Ruling for purposes of satisfying this condition provided that the Foundation shall have received the opinions provided in Section 4.05(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to the Foundation; and
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Favorable Ruling. BCBSMo (or the appropriate party) shall have received a private letter ruling (the "Favorable Ruling") from the Internal Revenue Service that (i) gain or loss will not be recognized by BCBSMo, RIT, HALIC, New RIT, the Foundation or the public shareholders of both RIT and New RIT for federal income tax purposes pursuant to the Transfer and Assumption Transaction; (ii) the Charter Conversion Transaction will constitute a reorganization under Section 368(a) of the Code and will not result in the recognition of gain or loss by BCBSMo, New BCBSMo or the Foundation for federal income tax purposes, (iii) the Reincorporation Merger Transaction will qualify as a reorganization under Section 368(a)(1)(F) of the Code and no gain or loss will be recognized by New BCBSMo or New RIT for federal income tax purposes, (iv) the RIT/New RIT Merger Transaction will be both a liquidation under Sections 332 and 337 of the Code and a reorganization under Section 368(a)(1)(A) of the Code and no gain or loss will be recognized by RIT, New RIT, the shareholders of both RIT and New RIT, or the Foundation for federal income tax purposes, and (v) no gain will be recognized by BCBSMo, New BCBSMo, RIT, New RIT, the shareholders of any of the foregoing entities, or the Foundation under Section 337(b)(2) or (d) of the Code ((i)-(v), each a "Favorable Ruling Matter"), and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters for any reason (including but not limited to no request for a private letter ruling is made or, if made, the request is withdrawn in whole or in part, or the Internal Revenue Service refuses to rule with respect to any Favorable Ruling Matter), the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in a Favorable Ruling for purposes of satisfying this condition provided that BCBSMo shall have received the opinions provided in Section 4.02(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to BCBSMo;
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Favorable Ruling. RIT shall have received a copy of the Favorable Ruling obtained by BCBSMo, and the Favorable Ruling shall not have been revoked, withdrawn, amended or modified (in whole or in part) and there shall have been no change in applicable law (including, without limitation, the Code, judicial decisions, administrative regulations and published rulings) with regard to matters covered by the Favorable Ruling; provided, however, that in the event that the Internal Revenue Service shall fail to include in the Favorable Ruling any or all Favorable Ruling Matters other than as described in subparagraph (ii) of Section 4.02(f) hereof because such excluded Favorable Ruling Matter is a no ruling area or for any other reason, the Favorable Ruling Matter(s) not so included shall nonetheless be deemed to be included in the Favorable Ruling for purposes of satisfying this condition provided that RIT shall have received the opinions provided in Section 4.03(g) hereof on such excluded Favorable Ruling Matter(s) in form and substance reasonably acceptable to RIT;
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Favorable Ruling. 27 (g) Tax Opinions.......................................28 (h)
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Favorable Ruling. If the IRS Ruling received by Central City is favorable (a "Favorable Ruling"), as determined by Central City in its sole discretion, then, within thirty (30) days after the end of the IRS Ruling Month:
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Favorable Ruling. If a Favorable Ruling is received, then Central City shall be obligated to pay to XxXxx (a) all Accrued Earned Royalty Fees, such fees to be paid within ten (10) days of the date of the Favorable Ruling; and (b) all Earned Royalty Fees based on the production of Qualified Fuels after the IRS Ruling, such fees to be made in arrears within fifteen (15) days following the end of each such calendar quarter, based on production during such previous calendar quarter, until this Agreement is terminated pursuant to Article 6.
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Related to Favorable Ruling

  • Advance Rulings 1. Each Party shall provide for written advance rulings to be issued to an importer in its territory, or an exporter or producer in the territory of the other Party, concerning:

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

  • Tax Rulings Neither the Company nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.

  • Group Tax Exemption Ruling As of the Disaffiliation Date, Local Church shall cease to use, and also shall ensure that any Subsidiaries or affiliates of Local Church which have been included in the group tax exemption ruling shall cease to use, any and all documentation stating that Local Church is included in the denomination’s group tax exemption ruling administered by the General Council on Finance and Administration of The United Methodist Church. Local Church and any of its Subsidiaries and affiliates which have been included in the group tax exemption ruling will be removed as of the Disaffiliation Date.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the 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. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Proposal of Corrective Action Plan In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time-frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Private Letter Ruling or Change or Clarification of Law At Interconnection Customer’s request and expense, Transmission Owner shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid, or to be paid, by Interconnection Customer to Transmission Owner under this GIA are subject to federal income taxation. Interconnection Customer will prepare the initial draft of the request for a private letter ruling, and will certify under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection Customer’s knowledge. Transmission Owner and Interconnection Customer shall cooperate in good faith with respect to the submission of such request. Transmission Owner shall keep Interconnection Customer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection Customer to participate in all discussions with the IRS regarding such request for a private letter ruling. Transmission Owner shall allow Interconnection Customer to attend all meetings with IRS officials about the request and shall permit Interconnection Customer to prepare the initial drafts of any follow-up letters in connection with the request.

  • Rule 14d-10 Matters All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options and Restricted Stock in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

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