Tax Opinion definition

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.

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Tax Opinion means an opinion issued by Tax Counsel as one of the conditions to completing a Distribution addressing certain United States federal Income Tax consequences of a Distribution under section 355 of the Code.

Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for U.S. 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 Issuer to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) such action will not cause Issuer or Holding Trust to be treated as other than a “grantor trust” within the meaning of subtitle A, chapter 1, subchapter J, part I, subpart E of the Code and (d) except to the extent consented to by the applicable affected Noteholder(s), such action will not cause or constitute an event in which gain or loss would be recognized by any Noteholder.

Examples of Tax Opinion in a sentence

Notwithstanding anything to the contrary in this Agreement, the Tax Opinion by Cove Kaz Counsel and SKBL Counsel will not be a condition precedent to the Closing.
In connection therewith, the Parties shall deliver to Cove Kaz Counsel and SKBL Counsel customary Tax representation letters reasonably satisfactory to Cove Kaz Counsel and SKBL Counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC or such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of the Tax Opinion.
The Company shall, at the sole cost and expense of the CD&R Shareholder Parties, reasonably cooperate with the CD&R Shareholder Parties, and shall provide any information reasonably necessary in connection with obtaining any such Unqualified Tax Opinion.

More Definitions of Tax Opinion

Tax Opinion means an Opinion of Counsel to the effect that an amendment or modification of the Indenture will not materially adversely affect the federal income tax characterization of any Note, or adversely affect the federal tax classification status of the Issuer.

Tax Opinion means any written opinion of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or any other Law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Transactions.

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 adversely affect the tax characterization as debt of Notes of any outstanding Class or other outstanding Trust Financing with respect to which an Opinion of Counsel was delivered at the time of their issuance that such Notes or other Credit Extensions would be characterized as debt, (b) such action will not cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation, and (c) such action will not cause or constitute an event in which tax gain or loss would be recognized by any Creditor.

Tax Opinion means any written opinion or memorandum of any law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Transactions.

Tax Opinion has the meaning set forth in the Tax Matters Agreement.

Tax Opinion has the meaning assigned in Section 6.1(f).

Tax Opinion shall have the meaning specified in the Indenture.