Opinion of Special Tax Counsel. The City and the Trustee may deviate from the provisions of this Tax Agreement if furnished with an Opinion of Special Tax Counsel addressed to each of them to the effect that the proposed deviation will not adversely affect the exclusion of the Interest Portion of the Basic Rent Payments represented by the Certificates from gross income for federal income tax purposes. The City and the Trustee will comply with any further or different instructions provided in an Opinion of Special Tax Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Certificates or the exclusion from gross income of the Interest Portion of the Basic Rent Payments.
Opinion of Special Tax Counsel. The Parent Board shall have received an opinion of its special tax counsel at Hunton & Xxxxxxxx LLP in a form satisfactory to Parent that the Distribution will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355(a) of the Code, and such opinion shall not have been revoked or modified in any material respect.
Opinion of Special Tax Counsel. The requirements of these Arbitrage Instructions may be modified or amended in whole or in part upon receipt of an opinion of Xxxxxxx & Xxxx, P.C. or other nationally recognized bond counsel acceptable to Lessor, to the effect that such modifications and amendments will not adversely affect the exclusion from federal gross income of the Rental Payments.
Opinion of Special Tax Counsel. These Arbitrage Instructions may be modified or amended in whole or in part upon receipt of an opinion of Special Tax Counsel to the effect that such modifications and amendments will not adversely affect the exclusion from federal gross income of the interest components of the Lease Payments. * * * B-3 LESSEE COUNSEL OPINION [To be Placed on Attorney Letterhead.] [Dated Date] Siemens Public, Inc. 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxx, Suite 100 Wilmington, DE 19810 Ladies and Gentlemen: As counsel for Carpinteria Valley Water District (the "Lessee"), I have examined a duly executed original of
Opinion of Special Tax Counsel. These Arbitrage Investment Instructions may be modified or amended in whole or in part upon receipt of an opinion of Special Tax Counsel to the effect that such modifications and amendments will not adversely affect the exclusion from federal gross income of the interest components of the Base Rental Payments. NOTICE AND ACKNOWLEDGMENT OF AND CONSENT TO ASSIGNMENT DATED AS OF: ASSIGNOR/ LESSOR: ASSIGNEE: LESSEE: MASTER LEASE AGREEMENT: MASTER LEASE AGREEMENT SUPPLEMENT: May Public Funding Corporation 0000 X Xxxxxx, Xxxxx 000 Sacramento, CA 95814 Imperial Bank, Equipment Leasing Division 0000 X. Xxxx., Xxxxx Xxxxxxxxx, XX 00000 County of Santa Cruz, California 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Master Lease Agreement dated as of March between Lessor and Lessee Master Lease Agreement Supplement No. 10 dated as of May 3, 2001, between Lessor and Lessee Lessor/Assignor, hereby gives notice of an Assignment and Paying Agent Agreement (the “Assignment Agreement”) between Lessor/Assignor and Assignee pursuant to which, among other things, Lessor/Assignor assigned to Assignee without recourse, and, except as herein expressly set forth, without warranty or representation, all of its rights in and to the Base Rental Payments and other amounts due under the Master Lease Agreement Supplement (the Master Lease Agreement Supplement and the Master Lease Agreement as it relates thereto together are referred to herein as the “Lease Agreement”). Lessor/Assignor hereby requests, and instructs Lessee, that all Base Rental Payments and other amounts coming due pursuant to the Lease Agreement on and the date hereof are payable to and should be remitted to the Paying Agent for the benefit of Assignee at the following address unless and until otherwise advised in writing by Assignee: Xxxxx Fargo Bank, National Association 000 Xxxxxxxx Xxxx., 00xx Floor MAC: Los Angeles, CA 900 17 Attention: Corporate Trust Department Xxxxxx agrees that as of the date hereof, all payments remain due and owing under the Lease Agreement. Lessee hereby acknowledges the effect of and consents to the Assignment Agreement and absolutely and unconditionally agrees to deliver all Base Rental Payments and other amounts coming due under the Lease Agreement in accordance with the terms thereof on or the date of the notice to the Paying Agent for the benefit of Assignee at the address set forth above. Xxxxxx acknowledges that Assignee owns the rights of Lessor under the Lease Agreement and wil...
Opinion of Special Tax Counsel. The City may deviate from the provisions of this Tax Certificate if furnished with an Opinion of Special Tax Counsel addressed to each of them to the effect that the proposed deviation will not adversely affect the exclusion of the interest portion of the Rental Payments on the Certificates from gross income for federal income tax purposes. The City will comply with any further or different instructions provided in an Opinion of Special Tax Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Certificates or the exclusion from gross income of the interest portion of the Rental Payments on the Certificates.
Opinion of Special Tax Counsel. Prior to taking any action requested by the Compliance Officer for the purpose of carrying out the Post-Issuance Tax Requirements, Lessee is entitled to seek and receive advice or an Opinion of Special Tax Counsel.
Opinion of Special Tax Counsel. The City and the Trustee may deviate from the provisions of this Tax Agreement if furnished with an Opinion of Special Tax Counsel, addressed to each of them, to the effect that the proposed deviation will not adversely affect the exclusion of the Interest Portion from gross income for federal income tax purposes. The City and the Trustee will comply with any further or different instructions provided in an Opinion of Special Tax Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Certificates or the exclusion of the Interest Portion from gross income for federal income tax purposes.
Opinion of Special Tax Counsel for the Trust and the Company. At the Closing Time, the Company, the Trust and Underwriters shall have received an opinion, dated as of the Closing Time, of Ballxxx Xxxxx Xxxxxxx & Xngexxxxx, XXP, special tax counsel to the Trust and the Company, that (i) the Debt Securities will be classified for United States federal income tax purposes as indebtedness of the Company, (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (iii) although the discussion set forth in the Prospectus under the heading "Certain U.S. Federal Income Tax Consequences" does not purport to discuss all possible United States federal
Opinion of Special Tax Counsel for the Company and the Trust. The favorable opinion of Dickxxxxx Xxxgxx XXXC, special tax counsel to the Company and the Trust, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof.
