Special Tax Opinion Sample Clauses

Special Tax Opinion. An Opinion of Counsel that a proposed transaction or activity will not (a) affect adversely the status of the Trust REMIC as a REMIC or the Class A Certificates as the regular interests therein, (b) affect the timing or amount of distributions of interest or principal on the Class A Certificates, (c) result in the encumbrance of the Underlying Certificates by a tax lien, or (d) result in the imposition of a tax on the Trust REMIC.
Sample 1
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Special Tax Opinion. An Opinion of Counsel that a proposed transaction or activity will not (a) affect adversely the status of any REMIC as a REMIC or of the Regular Interests as the “regular interests” therein under the REMIC Provisions, (b) affect the payment of interest or principal on the Regular Interests, or (c) result in the encumbrance of the Mortgage Loans by a tax lien. Specified Overcollateralized Amount: Prior to the Stepdown Date, an amount equal to 0.550% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. On or after the Stepdown Date but prior to the Distribution Date in May 2013, provided a Trigger Event is not in effect, an amount equal to the greater of (x) 1.375% of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date and (y) the Overcollateralization Floor. On or after the Stepdown Date and on and after the Distribution Date in May 2013, provided a Trigger Event is not in effect, an amount equal to the greater of (x) 1.100% of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date and (y) the Overcollateralization Floor. On or after the Stepdown Date if a Trigger Event is in effect, the Specified Overcollateralized Amount will remain the same as the prior period’s Specified Overcollateralized Amount until the Distribution Date on which a Trigger Event is no longer occurring. When the Class Principal Balance of each Class of Offered Certificates has been reduced to zero, the Specified Overcollateralized Amount shall thereafter equal zero. Standard & Poor’s or S&P: Standard & Poor’s Ratings Services, a division of The MxXxxx-Xxxx Companies, Inc. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05(b) hereof the address for notices to Standard & Poor’s shall be Standard & Poor’s, 50 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance Group - GSR Mortgage Loan Trust 2007-OA1, or such other address as Standard & Poor’s may hereafter furnish to the Depositor and the Servicer.
Sample 1
Special Tax Opinion. An Opinion of Counsel, delivered by counsel ------------------- independent of the Seller and the Master Servicer, that a proposed transaction or activity will not (i) affect adversely the status of the Trust as a REMIC or of the Class A Certificates as the "regular interests" therein, or (ii) result in the encumbrance of the Home Equity Loans by a tax lien.
Sample 1
Special Tax Opinion. An Opinion of Counsel that a proposed transaction or activity will not (a) affect adversely the status of any REMIC as a REMIC or of the Regular Interests as the “regular interests” therein under the REMIC Provisions, (b) affect the payment of interest or principal on the Regular Interests, or (c) result in the encumbrance of the Mortgage Loans by a tax lien. Standard & Poor’s or S&P: Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05(b) hereof the address for notices to Standard & Poor’s shall be Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance Group - GSR Mortgage Loan Trust 2007-OA2, or such other address as Standard & Poor’s may hereafter furnish to the Depositor and the Master Servicer.
Sample 1

Related to Special Tax Opinion

  • Federal Tax Opinion FNB shall have received the written opinion of its tax counsel, Xxxx Xxxxx LLP, in form and substance reasonably satisfactory to FNB, dated the Closing Date, to the effect that, on the basis of 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 such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of HBI and FNB.

  • Tax Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special tax counsel to the Depositor, will have furnished to the Representatives their written opinion, dated as of the Closing Date, in form and in substance satisfactory to the Representatives in their reasonable judgment, to the effect that:

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Tax Opinions (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.

  • 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.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • 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.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, 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 its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

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