Closing Tax Opinion definition

Closing Tax Opinion has the meaning specified in Section 9.03(g).
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Closing Tax Opinion means an opinion of Tax Counsel dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Merger will qualify as a Reorganization.
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Closing Tax Opinion has the meaning set forth in Section 3.05(f) hereof.
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Examples of Closing Tax Opinion in a sentence

  • The Company shall have received (i) the Company Closing Tax Opinion and (ii) a copy of the Parent Closing Tax Opinion.

  • Parent shall have received (i) the Parent Closing Tax Opinion and (ii) a copy of the Company Closing Tax Opinion.

  • Each party hereto shall cooperate and keep the other parties reasonably apprised with regard to all issues and considerations arising out of the Second Merger Opt-Out Condition, including, without limitation, whether each such party anticipates receiving a Closing Tax Opinion that would satisfy such condition reasonably in advance of the Closing.

  • Hurricane shall have received the opinion of Tax Counsel, as of the Closing Date, to the effect that the Merger should qualify for the Intended Tax Treatment (the "Closing Tax Opinion").

  • None of the parties or their respective Affiliates shall take or cause to be taken, or knowingly fail to take or knowingly cause to be failed to be taken, any action that would reasonably be expected to prevent the Transactions from qualifying for such Intended Tax Treatment or the Company from obtaining the Closing Tax Opinion.

  • In rendering the Closing Tax Opinion, CUNB Tax Counsel may require and rely upon the Tax Certificates.

  • Except to the extent the Company does not receive the Closing Tax Opinion, Parent and the Company agree to report, for U.S. federal income tax purposes, the First Merger and the Second Merger, taken together as an integrated transaction, as qualifying for the Intended Tax Treatment.

  • In rendering the Closing Tax Opinion, FENB Tax Counsel may require and rely upon the Tax Certificates.

  • Part III.D.2 and 3 (Additional Considerations – Timing; Closing Tax Opinion as a Waivable Condition).

  • In the event that Xxxxxx Godward LLP is unable to render the Closing Tax Opinion, the condition in this Section 6.15 relating to the delivery of the Closing Tax Opinion to Parent shall be deemed satisfied if Xxxxxxx XxXxxxxxx LLP renders the Closing Tax Opinion to Parent.


More Definitions of Closing Tax Opinion

Closing Tax Opinion has the meaning set forth in Error! Reference source not found.. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
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Closing Tax Opinion has the meaning set forth in Section 21.13.
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Related to Closing Tax Opinion

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Closing time means the date and hour specified in the bidding documents for the receipt of bids.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Additional Insolvency Opinion shall have the meaning set forth in Section 4.1.30(c) hereof.