ITC Tax Counsel has the meaning set forth in Section 20.7(j).
Tax Counsel shall have the meaning set forth in Section 6.2 hereof.
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.
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.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
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.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
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 will be debt for United States federal income tax purposes.
Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.
Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (i) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation, (ii) following such action the Trust will be disregarded as a separate entity from the Depositor, and (iii) such action will not affect the tax characterization as debt of Notes of any outstanding Class issued by the Trust for which an Opinion of Counsel has been provided that such Notes are debt.
council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;
Independent Accounting Firm has the meaning set forth in Section 2.05(c).
Quebec Counsel means Siskinds Desmeules s.e.n.c.r.l.
IRS Ruling shall have the meaning set forth in the Recitals.
Qualifying exigency means a situation where the eligible employee seeks leave for one or more of the following reasons:
Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.
Unqualified Tax Opinion means an unqualified reasoned “will” opinion of Qualified Tax Counsel, which opinion is reasonably acceptable to each of the Parties and upon which each of the Parties may rely to confirm that a transaction (or transactions) will not result in Distribution Taxes. For purposes of this definition, an opinion is reasoned if it describes the reasons for the conclusions, including the facts and analysis supporting the conclusions.
Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.
Excise Tax Act means the Excise Tax Act (Canada);
Tax Advisor means a United States tax counsel or accountant of recognized national standing.
Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.
Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.
Liaison Counsel means the law firm of Xxxxx X. Xxxxxxxxx & Associates L.C.
Special Counsel means an "independent legal counsel" as defined in Reg. §270.0-1(a)(6) promulgated under the 1940 Act, and such counsel shall be selected by a majority of the Independent Non-Party Directors.
Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Accounting Firm has the meaning set forth in Section 2.3(c).