Spin-Off Tax Opinion definition

Spin-Off Tax Opinion means the opinion to be issued by Spin-Off Tax Counsel, as one of the conditions to completing the Spin-Off, addressing certain United States federal Income Tax consequences of the Spin-Off under section 355 of the Code.
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Spin-Off Tax Opinion shall have the meaning set forth in Section 7.20(e).
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Spin-Off Tax Opinion means the opinion received by Parent pursuant to Section 7.1(c) of this Agreement.
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Examples of Spin-Off Tax Opinion in a sentence

  • UTC shall (and shall cause Otis SpinCo and Carrier SpinCo to) deliver to UTC Tax Counsel for purposes of the External Spin-Off Tax Opinion customary representations, assumptions and undertakings, reasonably satisfactory in form and substance to UTC Tax Counsel (the “External Spin-Off Tax Representation Letters”).

  • UTC will promptly notify Raytheon if, before the Effective Time, it knows or has reason to believe that UTC is no longer able to obtain the External Spin-Off Tax Opinion or if the terms of this Agreement (including the Separation Principles) would need to be amended in order to facilitate receipt of such opinion.

  • UTC shall have received the External Spin-Off Tax Opinion, and such opinion shall not have been withdrawn or adversely modified.

  • Spectra Energy and Duke Energy agree that, at the request of the other Party, the Parties shall cooperate fully to seek to obtain, as expeditiously as possible, the Spin-Off Tax Opinion, any Supplemental Spin-Off Tax Opinion, any Supplemental Tax Opinion, the IRS Ruling, and/or any Supplemental Ruling.

  • Computer Sciences GS shall have received the executed Spin-Off Tax Opinion and the executed representation letter furnished in connection therewith.

  • All communications of the IWG will be directed to the GRB heads of delegations and the GRB secretary.

  • The IRS Rulings and the Spin-Off Tax Opinion may be based upon customary factual statements, representations and covenants by the Parties, their Subsidiaries and their stockholders.

  • Tax Allocation Policy, (3) the Spin-Off Tax Opinion, (4) any Supplemental Spin-Off Tax Opinion, (5) any Supplemental Tax Opinion, (6) the IRS Ruling Documents, and (7) any Supplemental Ruling Documents.

  • Guaranty, Guaranty’s Affiliates, and the respective directors, officers and employees have made covenants, provided information and made representations related to tax matters in this Agreement, the Officer’s Certificate, Spin-Off Tax Opinion, IRS Ruling Documents and other opinions as to the tax effect of an aspect of the Plan of Separation.

  • The Parties agree that, at the request of the other Party, the Parties shall cooperate fully to seek to obtain, as expeditiously as possible, the Spin-Off Tax Opinion, any Supplemental Spin-Off Tax Opinion, any Supplemental Tax Opinion, the IRS Ruling, and/or any Supplemental Ruling.


More Definitions of Spin-Off Tax Opinion

Spin-Off Tax Opinion means the written opinion of XxXxxxxxx Will & Xxxxx LLP, counsel to Trident, dated as of the Closing Date, in form and substance reasonably satisfactory to Trident, confirming that (x) the Distribution and (y) the disposition of one hundred percent (100%) of Trident’s North American residential and small business security business to Trident’s shareholders will qualify as tax-free under Sections 355 and/or 361 of the Code, except for cash received in lieu of fractional shares.
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Spin-Off Tax Opinion has the meaning set forth in the Merger Agreement.
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Spin-Off Tax Opinion means the opinion received by Parent pursuant to Section 7.1(c) of this Agreement. 3
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Spin-Off Tax Opinion means a legal opinion from Xxxxx Xxxxx L.L.P., which opinion shall be to the effect that (i) certain contributions by Xxxxxxxx-Xxxxx to the Borrower, together with the Distribution, will qualify as a “reorganization” under Sections 368(a)(1)(D) and 355 of the Code and (ii) Xxxxxxxx-Xxxxx, the Borrower and Xxxxxxxx-Xxxxx’x shareholders will not be subject to United States federal income tax in respect of such contributions or the Distribution, other than with respect to certain exceptions as stated therein.
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Related to Spin-Off 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • 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.

  • 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.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • 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.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

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

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • casual taxable person means a person who occasionally undertakes transactions involving supply of goods or services or both in the course or furtherance of business, whether as principal, agent or in any other capacity, in the taxable territory where he has no fixed place of business;

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

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

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • 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.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

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

  • MUNICIPAL TAXABLE INCOME means the following:

  • U.S. Tax Person means a Person that is a “United States person” as defined in Section 7701(a)(30) of the Code, generally including:

  • Tax Law Change means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the United Kingdom is a party, or any change in the application of official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted position in relation to similar transactions, which change or amendment becomes, or would become, effective on or after the Issue Date;

  • Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.