Definition of Tax Opinions

  1. Tax Opinions means the written opinions of Cravath, Swaine & Moore LLP and KPMG LLP, in each case issued to B&N and BNED, to the effect that each step of the Transactions will qualify for its Intended Tax Treatment.
  2. Tax Opinions means the FCPT Opinion and the Darden Opinions.

Examples of Tax Opinions in a sentence

  1. All Tax Returns filed under this Section 2.1 shall be filed in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions.
  2. IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency.
  3. Post-Distribution Rulings or Unqualified Tax Opinions at Parents Request.

Definition of Tax Opinions in Tax Matters Agreement

Tax Opinions means the written opinions of Cravath, Swaine & Moore LLP and KPMG LLP, in each case issued to B&N and BNED, to the effect that each step of the Transactions will qualify for its Intended Tax Treatment.


Definition of Tax Opinions in Tax Sharing Agreement

Tax Opinions means the respective opinions of Wachtell, Lipton, Rosen & Katz and McDermott Will & Emery LLP that each of the exchange of SABMiller Shares for Initial Shares and the exchange of Initial Shares for Restricted Shares will qualify as tax-free reorganizations for U.S. Federal income Tax purposes;


Definition of Tax Opinions in Exchange Agreement

Tax Opinions means the opinions to be delivered by Tax Counsel to LMC and LEI in connection with the Distribution to the effect that (i) the Contribution and the Distribution will qualify as a tax-free transaction described under Sections 368(a) and 355 of the Code to LMC and the holders of Liberty Entertainment Common Stock (except, in the case of the holders of Liberty Entertainment Common Stock, with respect to cash received in lieu of fractional shares), and (ii) the Distribution will not affect the tax-free treatment under Sections 368(a) and/or 355 of the Code of, and will not cause Section 355(e) of the Code to apply to, any of the News Distributions.