Common use of Opinion of Tax Counsel Clause in Contracts

Opinion of Tax Counsel. The Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Bonds will not result in gross income to the Seller; and (iii) in the case of a subsequent issuance of Bonds only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any then outstanding Bonds as obligations of the Issuer's sole owner. The opinion of outside tax counsel described above shall in each case be subject to the customary exceptions, qualifications and assumptions contained therein, and may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings.

Opinion of Tax Counsel. The Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) Trustee an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Rate Stabilization Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; (iib) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Rate Stabilization Bonds will not result in gross income to the Seller; and (iiic) in the case of a subsequent issuance of Rate Stabilization Bonds only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any then outstanding Rate Stabilization Bonds as obligations of the Issuer's sole owner. The opinion of outside tax counsel described above shall in each case be subject to the customary exceptions, qualifications and assumptions contained therein, and may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters letter rulings and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings.

Opinion of Tax Counsel. The Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) Trustee an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's ’s sole owner for United States federal income tax purposes; (iib) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (iiic) in the case of a subsequent issuance of Transition Bonds only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's ’s sole owner. The opinion of outside tax counsel described above shall in each case be subject to the customary exceptions, qualifications and assumptions contained therein, and may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings.

Opinion of Tax Counsel. The Seller shall have received and delivered to the Note Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that the Note Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Bonds Notes will be treated as debt of the Note Issuer's sole owner for United States federal income tax purposes; (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Bonds Notes will not result in gross income to the Seller; and (iii) in the case of a subsequent issuance of Bonds Notes only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any then outstanding Bonds Notes as obligations of the Note Issuer's sole owner. The opinion of outside tax counsel described above shall in each case be subject to the customary exceptions, qualifications and assumptions contained therein, and may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings.

Opinion of Tax Counsel. The Seller shall have received and delivered to the Note Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that the Note Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Bonds Notes will be treated as debt of the Note Issuer's sole owner for United States federal income tax purposes; (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Bonds Notes will not result in gross income to the Seller; and (iii) in the case of a subsequent issuance of Bonds Notes only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that such issuance will not adversely affect the characterization of any then outstanding Bonds Notes as obligations of the Note Issuer's sole owner. The opinion of outside tax counsel described above shall in each case be subject to the customary exceptions, qualifications and assumptions contained therein, and clause (i) may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on assume the truthfulness, correctness and completeness of all representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings.