Impact on 2013 Private Letter Ruling Sample Clauses

Impact on 2013 Private Letter Ruling. In April 2013, EFH effected an internal restructuring (the “2013 Reorganization”) to eliminate an approximate $20 billion excess loss account (“ELA”) and an approximate $5 billion deferred intercompany gain (“DIG”) with respect to the stock of EFCH, which was a corporation at the time. The 2013 Reorganization was the subject of PLR 201326006. In PLR 201326006, the Service ruled, among other things, that as a result of a downstream merger, the ELA was eliminated without the recognition of gain under Treasury Regulations Section 1.1502-19(b)(2) and the DIG was redetermined to be excluded from income under Treasury Regulations Section 1.1502-13(c)(6)(ii)(C). At the time of the 2013 Reorganization, the nature of any debt restructuring of the EFH group was unknown. Specifically, it was not known (i) whether such a restructuring may have occurred in or out of a bankruptcy proceeding, (ii) whether TCEH assets or equity may be transferred to the TCEH Creditors, (iii) whether any EFH equity may be issued to any creditors of EFH and/or TCEH, or (iv) which entities may be included in any such restructuring. However, it was certain that the existence of the ELA and the DIG prevented any type of debt restructuring and the 2013 Reorganization was key to proceeding with a debt restructuring. The Reorganization should not adversely impact the conclusion of PLR 201326006.
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Related to Impact on 2013 Private Letter Ruling

  • Private Letter Ruling If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee.

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

  • Private Placement Memorandum The PPM, as of the date thereof and as of the dates of any amendment thereof, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Legal Opinion Cowen 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).

  • Lock-Up Letters The Placement Agent shall have received the written agreements, substantially in the form of Exhibit B hereto, of all of the executive officers and directors of the Company and their affiliates set forth on Schedule II.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • 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.

  • Ratings Letters The Depositor will have received ratings letters that assign the ratings to the Publicly Registered Notes specified in the Terms Annex.

  • Recognition of U.S. Special Resolution Regimes (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

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