U.S. Tax Opinion definition

U.S. Tax Opinion means an opinion of Xxxx, Gotshal & Xxxxxx LLP to be dated at or prior to the Effective Date, addressed to the Corporation Board and the Manager Board and otherwise in a form acceptable to the Corporation Board, confirming the U.S. federal tax consequences of certain transactions pursuant to the Pre-Arrangement Reorganization and the Arrangement.
U.S. Tax Opinion has the meaning set forth in Subsection 5.1(o)(vii);
U.S. Tax Opinion means an opinion of PricewaterhouseCoopers LLP to be dated at or prior to the Effective Date, addressed to the board of directors of each of FirstService and New FSV and otherwise in a form acceptable to the board of directors of FirstService, confirming, based on the provisions of the IRC, Treasury Regulations, published rulings of the Internal Revenue Service, published administrative positions of the Internal Revenue Service, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended, and U.S. court decisions that are applicable and, in each case, as in effect and available, the U.S. federal income tax consequences of certain aspects of the Arrangement and the Pre-Arrangement Transactions.

Examples of U.S. Tax Opinion in a sentence

  • Unless otherwise required by applicable law, the parties hereby agree (i) to prepare and file all Tax Returns for any Pre-Distribution Taxable Period in a manner consistent with past practice regarding such preparation and filing, and (ii) to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with this Agreement, the U.S. Officer’s Certificate, the Canadian Officer’s Certificate, the U.S. Tax Opinion , the Canadian Tax Opinion, and the Private Letter Ruling Request.

  • Each of Forest and Lone Pine represents that, as of the date of this Agreement, it knows of no fact (after due inquiry) that may cause the Tax treatment of the Contribution or the Distribution to be other than that contemplated in the Separation and Distribution Agreement, the U.S. Tax Opinion, and the Canadian Tax Opinion.

  • The US Tax Opinion is based on certain representations made by the Company and on certain assumptions, and any inaccuracy in the representations made by the Company or the assumptions could invalidate the US Tax Opinion.

  • With respect to each Specified Action, this includes taking any action or, during the Restriction Period or Extended Restriction Period, negotiating, arranging, or formulating any plan to take any such action after the lapse of the Restriction Period or Extended Restriction Period, that would be inconsistent with a Specified Action and/or the information, representations and conclusions set forth in the U.S. Tax Opinion.


More Definitions of U.S. Tax Opinion

U.S. Tax Opinion means the opinion letter to be issued by Forest’s outside tax advisors addressing certain U.S. federal Income Tax consequences of the Recapitalization, the Contribution, and the Distribution.
U.S. Tax Opinion means an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, or such other law or accounting firm as determined by Parent, to be dated at or prior to the Distribution Date, addressed to Parent and otherwise in a form acceptable to Parent, with respect to certain U.S. federal income tax consequences of the Distribution, if effected.
U.S. Tax Opinion means an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, or such other law or accounting firm as determined by Parent, to be dated at or prior to the Effective Date, addressed to Parent and otherwise in a form acceptable to Parent, regarding the Intended U.S. Tax Treatment. Terms Sections Agreement Preamble Amalgamations Recitals Arbitration Request 8.3 Arrangement Recitals Assumption and Allocation Agreement 2.3(a)(viii) CEO Negotiation Request 8.2 Copyrights Article I Delayed Parent Asset 2.5(h) Delayed Parent Liability 2.5(h) Delayed SpinCo Asset 2.5(c) Delayed SpinCo Liability 2.5(c) Director Negotiation Request 8.2 Dispute 8.1 Distribution Recitals Distribution Date 4.1(a) Indemnifying Party 5.4(a) Indemnitee 5.4(a) Indemnity Payment 5.4(a) Insurance Termination Time 6.7(b) Intended U.S. Tax Treatment Recitals Internet Properties Article I Inventory 2.2(a)(vii) IPO Recitals JAMS Rules 8.3(a) Joint Legal Materials 7.5 Legal Materials 7.5 Linked 2.10(a) Litigation Hold 7.4(a) Officer Negotiation Request 8.1 Parent Preamble Parent Accounts 2.10(a) Parent Annual Statements 6.2(b) Parent Assets 2.2(b) Parent Auditors 6.2(c) Parent Board Recitals Parent Indemnitees 5.2 Parent Liabilities 2.3(b) Parent Public Filings 6.1(i) Patents Article I Plan of Arrangement Recitals Plan of Reorganization 2.1(a) Separation Recitals Separation Date 2.4 Shared Contract 2.9(a) Specified Ancillary Agreement 11.19 SpinCo Preamble SpinCo Accounts 2.10(a) SpinCo Assets 2.2(a) SpinCo Auditors 6.1(i) SpinCo Board Recitals SpinCo Financing Arrangements 2.14(a) SpinCo Indemnitees 5.3 SpinCo Inventory 2.2(a)(vii) SpinCo Leases Article I SpinCo Liabilities 2.3(a) SpinCo Policies 6.7(c) SpinCo Tangible Personal Property 2.2(a)(xvi) Straddle Period 6.3 Third-Party Claim 5.5(a) Trade Secrets Article I Trademarks Article I Transactions Recitals Transfer Documents 2.1(b) Transition Committee 2.12 Unreleased Parent Liability 2.6(b)(ii) Unreleased SpinCo Liability 2.6(a)(ii)
U.S. Tax Opinion means an opinion of Weil, Gotshal & Manges LLP to be dated at or prior to the Effective Date, addressed to the Corporation Board and the Board and otherwise in a form acceptable to the Corporation Board, confirming the U.S. federal tax consequences of certain transactions pursuant to the Pre-Arrangement Reorganization and the Arrangement.
U.S. Tax Opinion means an opinion of PricewaterhouseCoopers LLP to be dated at or prior to the Effective Date, addressed to the Board and the board of directors of New FSV and otherwise in a form acceptable to the Board, confirming, based on the provisions of the IRC, Treasury Regulations, published rulings of the Internal Revenue Service, published administrative positions of the Internal Revenue Service, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended, and U.S. court decisions that are applicable and, in each case, as in effect and available, the U.S. federal income tax consequences of certain aspects of the Arrangement and the Pre-Arrangement Transactions.
U.S. Tax Opinion means an opinion of Davis Polk & Wardwell LLP, or such other law or accounting firm as determined by Parent, to be dated at or prior to the Effective Date, addressed to Parent and otherwise in a form acceptable to Parent, regarding the Intended U.S. Tax Treatment.

Related to U.S. 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.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • 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.

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • 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.

  • 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.

  • 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.

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

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

  • 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:

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • No Recognition Opinion means an opinion of a nationally recognized independent tax counsel (reasonably acceptable to the Issuer Trustees) experienced in such matters, which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Securities will not recognize any income, gain or loss for United States Federal income tax purposes as a result of the liquidation of the Trust and the distribution of the Securities to the holders of the Preferred Securities.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

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

  • 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.

  • UK Tax Confirmation means a confirmation by a Lender that the Person beneficially entitled to interest payable to that Lender in respect of an Advance to the UK Borrower under a Loan Document is either:

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Affected States means all states or local air pollution control agencies whose areas of jurisdiction are:

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.