IRS Ruling Letter definition

IRS Ruling Letter shall have the meaning provided in the Distribution Agreement.
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IRS Ruling Letter means an affirmative private letter ruling by the IRS regarding the tax-free nature of the Spin-Off Transaction.
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IRS Ruling Letter has the meaning set forth in SECTION 7.1(G) hereof. "JOINT PROXY STATEMENT" has the meaning set forth in SECTION 6.7 hereof. "LAW" means any constitutional provision, statute, law, ordinance, rule, regulation, permit, decree, injunction, judgment, order, decree, ruling, determination, finding or writ of any Governmental Authority. "LAZARD" means Lazard Freres & Co. LLC. "MAJOR SUBSIDIARIES" means the following subsidiaries of Tenneco after giving effect to the Spinoffs: JURISDICTION NAME OF ORGANIZATION ---- --------------- Tennessee Gas Pipeline Company Delaware Tenneco Energy Resources Corporation Delaware Tenneco Gas Australia, Inc. Delaware Tenneco Corporation Delaware Tenneco Ventures Corporation Delaware Midwestern Gas Transmission Company Delaware East Tennessee Natural Gas Company Tennessee
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Examples of IRS Ruling Letter in a sentence

  • To the extent there is a Tax Item relating to the Transactions which is not covered by the IRS Ruling Letter, the Companies shall agree on the tax treatment of any such Tax Item reported on any Tax Return.

  • The tax treatment reported on any Tax Return of Tax Items relating to the Transactions shall be consistent with the treatment of such item in the IRS Ruling Letter.

  • To the extent there is a Tax Item relating to the Transactions which is not covered by the IRS Ruling Letter or the Tax Opinion, the Companies shall agree on the tax treatment of any such Tax Item reported on any Tax Return.

  • The tax treatment reported on any Tax Return of Tax Items relating to the Transactions shall be consistent with the treatment of such item in the IRS Ruling Letter (as defined in the Merger Agreement) and the Tax Opinion (unless such treatment is not permissible under the Code).

  • The condition set forth in this SECTION 7.1(I) shall be deemed satisfied to the extent the matters referred to as to be covered by the tax opinion are instead covered by the IRS Ruling Letter.

  • Each Tax Return described in this Section 2 shall be consistent with the rulings obtained in the IRS Ruling Letter and, to the extent not inconsistent with such rulings, with the Acquisition Agreement and the Distribution Agreement.

  • The Spinoff has been accomplished substantially simultaneously with the making of the initial advance hereunder consistent with the factual representations and assumptions presented to the IRS by the Borrower in its request for the IRS Ruling Letter.

  • Domestic Company shall have received rulings from the Internal Revenue Service (the "IRS Ruling Letter") reasonably acceptable to Domestic Company, which rulings shall be in full force and effect as of the Distribution Date, to the effect that the Distribution as contemplated hereunder will be tax-free for federal income tax purposes under Sections 355(a) and/or 355(c)(1) and 361(c)(1) of the Code.

  • The Distribution Agreement shall have been duly executed and delivered by all the parties thereto promptly after Acquiror receives the IRS Ruling Letter and shall be in full force and effect.

  • The tax treatment reported on any Tax Return of Tax Items relating to the Transactions shall be consistent with the treatment of such item in the IRS Ruling Letter (as such term is defined in the Distribution Agreement) (unless such treatment is not permissible under the Code).


More Definitions of IRS Ruling Letter

IRS Ruling Letter means the private letter ruling dated November 5, 1996, from the Internal Revenue Service to Corning.
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IRS Ruling Letter has the meaning ascribed to such term in Section 4.01(d).
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IRS Ruling Letter has the meaning therefor provided in SECTION 7.1(a)(xxi).
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IRS Ruling Letter has the meaning specified in Section 7.1(a)(v).
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IRS Ruling Letter has the meaning provided therefor in SECTION 6.1(a)(xix).
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IRS Ruling Letter means the IRS ruling letter and/or tax opinions concerning the tax free nature of the Spin-offs and the Merger. 16 11
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Related to IRS Ruling Letter

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

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.

  • 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.

  • Ruling Request means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

  • 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.

  • Ruling Documents means the Ruling and the Ruling Request.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • IRS means the United States Internal Revenue Service.

  • Tax Regulatory Agreement means the Tax Regulatory Agreement dated as of the date hereof by and among the Company, the Issuer and the Trustee.

  • 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.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • 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.

  • Resource Adequacy Rulings means CPUC Decisions 00-00-000, 00-00-000, 00-00-000, 06- 06-024, 00-00-000 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such CPUC decisions, rulings, laws, rules or regulations may be amended or modified from time to time during the Term.

  • 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.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Regulatory Agreement means the regulatory agreement between HPD and the Owner establishing certain controls upon the operation of the Exemption Area during the term of the Exemption.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

  • Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • CFIUS means the Committee on Foreign Investment in the United States.

  • Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.