Letter Ruling Sample Clauses
A Letter Ruling clause defines the process by which a party may seek a formal interpretation or clarification from a tax authority regarding the tax treatment of a specific transaction or arrangement. Typically, this clause outlines the circumstances under which a party can request such a ruling, who bears the costs, and how the outcome of the ruling will affect the parties’ obligations under the agreement. Its core function is to provide certainty and reduce the risk of unexpected tax consequences by allowing parties to obtain authoritative guidance before proceeding.
Letter Ruling. MFW shall have obtained a private letter ruling (the “IRS Ruling”) from the IRS concluding that: (1) the Settlement Trust will qualify as a qualified settlement fund (a “QSF”) under Treasury Regulations § 1.468B-1; (2) no net income or gain will be recognized by MFW or MFW Sub when Pneumo Abex is transferred to the Settlement Trust; (3) no net income or gain will be recognized by MFW or MFW Sub when ▇▇▇▇▇▇ makes payments to the Settlement Trust; (4) no net income or gain will be recognized by MFW or MFW Sub upon payment by the Settlement Trust or Pneumo Abex of amounts payable in respect of Pneumo Abex Asbestos Claims or other claims arising out of the transactions contemplated by this Agreement or the other Transaction Documents; (5) MFW may deduct the payments to Pneumo Abex in the taxable year of the related cash transfers to the Settlement Trust and Pneumo Abex under Sections 162(a), 461(a), and 461(h)(1) of the United States Internal Revenue Code of 1986, as amended (the “I.R.C.”), and Treasury Regulations § 1.468B-3(c)(1); (6) none of the Note Payments will be treated as imputed interest; and (7) the payments by ▇▇▇▇▇▇ and MFW to the Settlement Trust will be excluded from the Settlement Trust’s modified gross income under Treasury Regulations § 1.468B-2(b)(1).
Letter Ruling. 8.12(e) LG&E Companies....................................................
Letter Ruling. Sellers shall use their commercially reasonable efforts to obtain the Letter Ruling. Sellers agree to keep the Purchaser apprised of all matters relating to seeking and obtaining the Letter Ruling.
Letter Ruling. ▇▇▇▇▇▇▇▇, RTI, MFCI, and MHCI acknowledge that ------------- ▇▇▇▇▇▇▇▇ has submitted a request for ruling to the IRS as to the tax consequences of the Distribution and that, as of the date of this Agreement, such request is still under consideration by the IRS. In connection with such request, ▇▇▇▇▇▇▇▇, RTI, MFCI, and/or MHCI will be called upon to make certain representations and covenants, as a condition to the receipt of the Letter Ruling, in addition to those set forth in this Article II. ▇▇▇▇▇▇▇▇, RTI, MFCI, and MHCI, acknowledge and agree that, notwithstanding the provisions of Section 9.2, the representations and covenants set forth in Sections 2.1, 2.2, and/or 2.3, as the case may be, shall be supplemented, and such supplement shall be considered as if it were a part of this original Amended and Restated Tax Allocation and Indemnification Agreement, by including those representations and covenants required to be made in connection with the Letter Ruling.