Tax Materials definition

Tax Materials shall have the meaning set forth in Section 4.1(a).

Tax Materials means the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion, and any other materials delivered or deliverable by Distributing, Splitco and others in connection with the rendering by Tax Counsel of the Tax Opinion.

Tax Materials means (i) the Ruling and each Supplemental Ruling issued by the IRS in connection with the Distribution, (ii) each IRS Submission and Supplemental IRS Submission, (iii) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion, and (iv) any other materials delivered or deliverable by Distributing, Controlled and others in connection with the rendering by Tax Counsel of the Tax Opinion or the issuance by the IRS of the Ruling and any Supplemental Ruling.

Examples of Tax Materials in a sentence

• In the page that appears scroll to the grey scale heading "Sales and Use Tax Materials" and click on "Sales & Use Tax Publications for Specific Industries." In the list that appears click on "Oil Conventional Natural Gas and Coal Bed Sales of school annuals W.

• In the page that appears scroll to the grey scale heading "Sales and Use Tax Materials" and click on "Sales & Use Tax Publications for Specific Industries." In the list that appears click on "Oil, Conventional Natural Gas and Coal Bed Methane Tax Publication." Sales of school annuals W.

• Upon receipt of any draft Tax Materials after the date hereof, UWWH shall (i) promptly examine such draft Tax Materials, and (ii) promptly propose any changes needed to make all facts presented and representations made relating to UWWH, its Subsidiaries and its shareholders in such draft Tax Materials true, correct and complete and (to the knowledge of UWWH) all other facts presented and representations made in such draft Tax Materials true, correct and complete.

• Xxxxxxx, on behalf of itself and all other members of the Xxxxxxx Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Xxxxxxx or any member of the Xxxxxxx Group or the Xxxxxxx Retained Business.

• Without limiting the provisions of Section 6.01(a) hereof, following the Distribution, neither Distributing nor Splitco shall, and shall cause the members of its Group and its Affiliates not to, take any action that, or fail to take any action the failure of which, would be inconsistent with, or would cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Split-Off Tax Materials or the PR Spin-Off Tax Materials.

More Definitions of Tax Materials

Tax Materials shall have the meaning set forth in Section 3.01(a).

Tax Materials has the meaning set forth in Section 6.01(a).

Tax Materials means (A) the Private Letter Ruling, (B) the Tax Opinions, (C) the Ruling Request, (D) the Tax Certificates and (E) any other materials delivered or deliverable in connection with the issuance of the Private Letter Ruling or the rendering of the Tax Opinions.

Tax Materials means (a) the Private Letter Ruling, (b) any Opinion, (c) the IRS Submissions, (d) any representation letter from a Party or any Affiliate thereof supporting an Opinion, and (e) any other materials delivered or deliverable by a Party or any Affiliate thereof in connection with the rendering of an Opinion or the issuance by the IRS of the Private Letter Ruling.

Tax Materials means (i) the IRS Ruling, (ii) the opinions listed on Exhibit C regarding the U.S. federal income tax consequences of the Mergers or the Transactions, (iii) each submission to the IRS in connection with the IRS Ruling, and (iv) any tax representation letter addressed to counsel and/or other tax advisor supporting the opinions described in clause (ii) above.

Tax Materials shall have the meaning set forth in Section 4.1(a) of this Agreement.

Tax Materials means (a) the IRS Ruling, (b) the Opinions, (c) each submission to the IRS in connection with the IRS Ruling Request, (d) any tax representation letter addressed to Counsel supporting the Opinions, (e) any other materials delivered or deliverable by Starwood, Vistana or Iris, in connection with the rendering by Counsel of the Opinions and the issuance by the IRS of the IRS Ruling and (f) the representation letter from Vistana to the auditors who prepared the Vistana Financial Statements.