Tax Ruling Clause Samples

Tax Ruling. The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

Tax Ruling. As soon as practicable following the execution of this Agreement, the Company shall file, or shall have filed, with the ITA in full coordination with the Buyers and the Buyers’ Israeli counsel (and the Buyers shall have had an opportunity to review, comment on and approve any such applications or other documents prior to their being filed with the ITA, which approval should not be unreasonably withheld, conditioned or delayed), an application for a ruling that provides, in effect, inter alia, (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Unvested Company Options as contemplated by Section 2.2 will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance and that the issuance of the Substitute RSUs shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (C) each of the Buyers and anyone acting on behalf of either of them, including the Paying Agent, the Escrow Agent, the Deferred Consideration Trustee (if relevant), the 104H Trustee and the Representative, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company Options; and (D) that the Escrow Fund and the Representative Expense Fund distributions in respect of Company 102 Shares and Company Options shall not be subject to Israeli Tax until actually received by the applicable Company Securityholder (the “Israeli 102 Tax Ruling”). As a condition to receive any consideration under this Agreement, each Israeli holder of Company Options (wheth...

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Tax Ruling. The Assuming Institution shall not at any time, without the Corporation’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits Module 1 - Whole Bank w/ Loss Share - P&A Version 2.09A August 17, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ associated with any payments made by the Corporation pursuant to the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement.

Tax Ruling. As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israel Tax Authority an application in form and substance reasonably acceptable to Parent for a ruling, in coordination with Parent and its advisors, that (i) with respect to non-Israeli residents (as defined in the Israeli Tax Ordinance or as will be determined by the Israel Tax Authority), (A) exempting Parent, the Paying Agent, the Surviving Company and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Per Share Merger Consideration, or clarifying that no such obligation exists, or (B) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents on how such withholding at the source is to be executed, and in particular, with respect to the classes or categories from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to Israeli residents (as defined in the Israeli Tax Ordinance or as will be determined by the Israel Tax Authority) (other than Section 102 Shares) (x) exempting Parent, the Paying Agent, the Surviving Company and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Per Share Merger Consideration, or clarifying that no such obligation exists, or (y) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents on how such withholding at the source is to be executed, and in particular, with respect to the classes or categories from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the “Withholding Tax Ruling”). Each of the Company and Parent shall cause its respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submission that may be necessary, proper or advisable to obtain the Withholding Tax Ruling. To the extent that prior to the Closing an interim Withholding Tax Ruling shall have been obtained, then all ...

Tax Ruling. The Assuming Bank shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement. Module 1 Modified Whole Bank w/ Loss Share – P&A ▇▇▇▇▇ Union, FSB Version 1.08 Columbus, IN July 24, 2009

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Tax Ruling. Notwithstanding anything herein to the contrary, neither ------------ Energizer nor any of its Subsidiaries shall engage in any transaction (i) described in Section 8.01(b) of the Reorganization Agreement for the time periods specified therein unless Energizer or such Subsidiary shall have obtained and/or delivered such documentation as may be required by Section 8.01(a) thereof, or (ii) that would otherwise adversely affect the Tax Ruling.

Tax Ruling. Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer stating that it has received (i) an opinion of FST’s certified public accountants that the Spin-Off should not result in taxable income accruing to FST or its shareholders and (ii) an opinion of FST’s certified public accountants that the contribution of Borrower, Wiser I and Wiser II to Parent by FST should not result in capital gains tax being owed in Canada on such contribution.