Tax Opinions/Rulings definition

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.

Tax Opinions/Rulings means each opinion of a Tax Advisor or ruling by the IRS or another Tax Authority delivered or issued to Parent or any of its subsidiaries in connection with, and regarding the tax treatment of the Contribution and Distribution, any Internal Distribution, Internal Contribution or any Non-U.S. Separation Transaction.

Tax Opinions/Rulings means (i) the opinions of Wachtell, Lipton, Xxxxx & Xxxx and of Xxxxx & XxXxxxxx deliverable to Grace pertaining to or in connection with, and regarding the Federal Income Tax treatment of, the Contribution, the Internal Distribution, the Distribution and/or any Foreign Spin-Off and (ii) any Rulings.

Examples of Tax Opinions/Rulings in a sentence

• The Tax treatment reported on any Tax Return of the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment.

• The Tax treatment reported on any Tax Return relating to the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment.

• Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings.

• Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment, the Tax Opinions/Rulings or the covenants set forth in this Agreement.

• The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment.

More Definitions of Tax Opinions/Rulings

Tax Opinions/Rulings means the opinions of Tax Counsel and/or the rulings by the IRS or other Tax Authorities delivered to Parent in connection with the Spin-Off, or otherwise with respect to the Separation Transactions.

Tax Opinions/Rulings shall have the meaning given to such term in the Tax Matters Agreement.

Tax Opinions/Rulings has the meaning set forth in the TMA.

Tax Opinions/Rulings means (x) the formal written opinions or similar memoranda of a Tax Advisor regarding the Intended Tax Treatment or any intended tax treatment of a Separation Transaction that is described on Exhibit B attached hereto and/or (y) the rulings by the IRS or other Tax Authority received in respect of a Ruling Request delivered to Remainco (and made available to Spinco or, if prior to the Effective Time, RMT Partner), in each case, in connection with the Contribution, the Spinco Special Cash Payment, the Spinco Distribution, the Merger or the Second Merger or otherwise with respect to the Separation Transactions, including, for the avoidance of doubt, the Remainco Tax Opinion (as defined in the Merger Agreement).

Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Spin-Off, including the Cravath Tax Opinion and any opinion issued to allow a party to take actions otherwise prohibited under Section 4.04(a) of this Agreement.

Tax Opinions/Rulings means (x) the formal written opinions or similar memoranda of a Tax Advisor regarding the Tax-Free Status or any intended tax treatment of a Separation Transaction that is described on Schedule 2 attached hereto and/or (y) the rulings by the IRS or other Tax Authority received in respect of a Ruling Request delivered to Houston (and made available to Seattle or, if prior to the Effective Time, Miami), in each case, in connection with the Contribution, the Distribution or the Merger or otherwise with respect to the Separation Transactions, including, for the avoidance of doubt, the Houston Tax Opinion.

Tax Opinions/Rulings means any opinions of Tax Advisors deliverable to Parent in connection with the Transactions regarding the Federal Income Tax treatment of all or any part of the Transactions and any Rulings.