Qualified Supplemental Tax Opinion definition

Qualified Supplemental Tax Opinion means a written opinion, no less favorable than a “qualified will” level opinion of Shearman & Sterling LLP, as counsel to B/E, on which KLX can rely that is dated on or shortly prior to the date of execution of the Rockwell Merger Agreement, to the effect that, on the basis of the facts, representations, assumptions, qualifications and exclusions set forth or referred to in such opinion, the B/E Rockwell Merger will not cause the External Spin-Off to fail to qualify for the Tax-Free Status. Any such opinion shall assume that the Contribution, the Debt Repayment and the Distribution would have qualified for the Tax-Free Status if the B/E Rockwell Merger did not occur and may assume the accuracy of and rely upon certificates delivered to Shearman & Sterling LLP prior to and in connection with the delivery of such opinion.

Examples of Qualified Supplemental Tax Opinion in a sentence

• KLX hereby acknowledges that it has received a tax opinion of Shearman & Sterling LLP that is substantially the same as the form of opinion in Exhibit C of this Amendment and the opinion KLX received is a Qualified Supplemental Tax Opinion in form and substance reasonably satisfactory to KLX in its discretion.

• Coghlin (Resolution #376-2017) RESOLVED THAT Report No. C-021-17, of the Clerk/Cemetery Manager, dated June 12, 2017, concerning the revised assessment schedule for the Wye Creek Drain 1978 (DT#903), be received for information;AND THAT the revised assessment schedule, as prepared by the Drainage Superintendent and attached to Report No. C-021-17, relating to the Wye Creek Drain 1978 (DT#903), be accepted, noting that the affected property owner, 1634386 Ontario Limited (S.