IRS Ruling Request Sample Clauses

IRS Ruling Request. The Parties shall use their reasonable best efforts to seek the IRS Ruling as promptly as practicable; provided that the Datatel Entities and their Representatives shall have the primary responsibility for preparing IRS Submissions (as defined below), subject to the SunGard Entities’ right to review and comment thereon. The SunGard Entities and the Datatel Entities shall, and shall cause their respective Affiliates, officers, agents, representatives and employees to reasonably cooperate with each other in connection with the preparation and filing of the request for the IRS Ruling (the “IRS Submissions”), including (i) providing each other reasonable access to information and Persons of the SunGard Entities and the Datatel Entities and their respective Affiliates necessary to effectively prepare and file any IRS Submissions, (ii) executing powers of attorney such that the Datatel Entities, the SunGard Entities and their Representatives can communicate with the IRS in respect of the IRS Submissions, (iii) providing the IRS such information and representations as the IRS shall request from the SunGard Entities or the Datatel Entities directly, (iv) as required, executing and delivering any IRS Submissions and (v) jointly communicating with the IRS with respect to the matters addressed in the IRS Ruling; provided that neither any SunGard Entity nor any Company Entity shall be required to provide any access to information to the Datatel Entities or any information to the IRS if, in the good faith determination of SunGard Data, it would have a materially adverse effect on any SunGard Entity or any Company Entity. The Datatel Entities shall provide SunGard Capital with a draft of the IRS Submissions (excluding any information that is to be provided by any SunGard Entity or any Company Entity) promptly after the date of this Agreement for SunGard Capital’s review and comment. SunGard Capital shall provide any such comments no later than seven (7) days after receipt of the draft of the IRS Submissions, and the Parties shall use their reasonable best efforts to cause the IRS Submissions to be filed no later than five (5) Business Days after SunGard Capital’s comments, if any, have been provided. Notwithstanding the foregoing, SunGard Capital may redact from any IRS Submissions any information about any SunGard Entity or the Company that SunGard Capital determines, in its reasonable discretion, not to be publicly available information (including any legal analysis o...
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IRS Ruling Request. At Newco's request and sole expense, Newco and the Company shall jointly seek a private letter ruling from the IRS regarding the proper party to claim the post-Distribution Date Tax deductions in respect of Newco Options.
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Related to IRS Ruling Request

  • Private Letter Ruling If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee.

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

  • IRS IRS shall mean the Internal Revenue Service.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Tax Opinions (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.

  • Tax Rulings Neither the Company nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.

  • Procedures Regarding Opinions and Rulings (a) If SpinCo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “Notified Action”), Parent and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

  • Federal Tax Opinion FNB shall have received the written opinion of its tax counsel, Xxxx Xxxxx LLP, in form and substance reasonably satisfactory to FNB, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of HBI and FNB.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

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