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.
Tax Ruling. The Assuming Bank 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.
Tax Ruling. Following the date of this Agreement, the Company shall continue its discussions and negotiations with the Israel Tax Authority in order to obtain the final ruling that will provide, among other things (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as pro...
Tax Ruling. 14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Tax Ruling. Tenneco shall have received rulings from the Internal Revenue Service reasonably acceptable to Tenneco and Packaging, which rulings shall be in full force and effect as of the Distribution Date, to the effect that:
Tax Ruling. 22 Taxes.........................................................................................................................21
Tax Ruling. Notwithstanding anything herein to the contrary, neither ------------ Energizer nor any of its Subsidiaries shall engage in any transaction (i) described in Section 8.01(b) of the Reorganization Agreement for the time periods specified therein unless Energizer or such Subsidiary shall have obtained and/or delivered such documentation as may be required by Section 8.01(a) thereof, or (ii) that would otherwise adversely affect the Tax Ruling.
Tax Ruling. The Assuming Institution shall not at any time, without the Corporation’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 Corporation pursuant to the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement. 125 Crescent Bank and Trust Company Jasper, Georgia
Tax Ruling. Seller and Purchaser shall reasonably cooperate to obtain a ruling from the Dutch tax authority regarding the structure described in Section 2.09(a), or such alternative rulings as Seller and Purchaser may jointly agree, to the effect that any payment made under this Agreement by Purchaser or on behalf of Purchaser to Seller or on behalf of Seller for any Assumed Liabilities will be treated as an additional installment of the Purchase Price as referred to in article 13 para 1, Corporate Income Tax Act, and accordingly that any such payment will not constitute a taxable profit item for Seller.
Tax Ruling. Tinsel Lux shall have obtained (i) a binding written confirmation from the tax authorities of its country of residence to the effect that the Tinsel Participacoes Shares have, for Tinsel Lux income tax purposes, a value that is equal to their fair market value as of Closing, and (ii) confirmation from the tax authorities of its country of residence that the acquisition of the Tinsel Participacoes Shares is not subject to capital duty in such country.
