Private Letter Rulings definition

Private Letter Rulings means, collectively, the Tax-Free Split-Off Ruling, the Tax-Free Reorganization Ruling, the Tax-Free Debt Exchange Ruling and the Section 355(d) Ruling.
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Private Letter Rulings has the meaning set forth in Section 5.22.
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Private Letter Rulings means the private letter rulings obtained in the name of certain Members and former members from the IRS dated on or about August 13, 2014 in accordance with Section 7.5 of each Purchase Agreement. "Producer Suspension Event" has the meaning given such term in the Refined Coal Sale Agreement. "Producer Suspension Event Notice" has the meaning given such term in the Refined Coal Sale Agreement. "Producer Suspension Remedial Actions" has the meaning set forth in Section 8.2(b). "Proiect Documents" means (a) the Refined Coal Sale Agreement, (b) the Coal Yard Services Agreement, (c) the Feedstock Coal Purchase Agreement, (d) the Site License 11
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Examples of Private Letter Rulings in a sentence

  • In CC-2002-043 and CC-2003-014, the Service's National Office announced that the Service would not take positions in litigation, Technical Advice Memoranda, Private Letter Rulings, advisory opinions, and similar items, inconsistent with published guidance or proposed regulations.

  • See, e.g., Private Letter Rulings 9534022 (May 31, 1995) and 9621032 (Feb.

  • The IRS has issued favorable Private Letter Rulings to REITs in this regard.

  • The IRS Private Letter Rulings addressed to RVI and DSW with respect to the Merger, including any supplements thereto (“IRS Rulings”) shall continue to remain in full force and effect.

  • Each of WIN and the WCAS Subs shall have the right to participate fully in the process of obtaining the Private Letter Rulings, including attending meetings and participating in conference calls with the IRS.

  • WIN and Holdings shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS in connection with obtaining the Private Letter Rulings; provided that the WCAS Subs shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS that relate principally to those portions of the Private Letter Rulings that pertain principally to the WCAS Subs.

  • WIN shall, and WIN shall cause Holdings and the Division Subsidiaries to, and the WCAS Subs shall, use their respective reasonable best efforts to obtain the Private Letter Rulings, substantially on the terms set forth in, and otherwise in accordance with, the Tax Sharing Agreement, as soon as practicable after the date of this Agreement.

  • Ashland and Marathon shall have received the private letter rulings from the Internal Revenue Service, in form and substance reasonably satisfactory to the Ashland Board and the Marathon Board, and the Tax opinions, dated as of the Closing Date, set forth in Exhibit D (such private letter rulings, the “Private Letter Rulings”, and such Tax opinions, the “Tax Opinions”) with respect to the Transactions, and the Private Letter Rulings shall be in effect as of the Closing Date.

  • Each of Hilton and Company shall use its reasonable best efforts and cooperate with the other party and to obtain from the Service or tax counsel, as the case may be, the Private Letter Rulings or tax opinions, as the case may be, contemplated by Section 8.1(d) and 8.1(e) of this Agreement.

  • Within five business days of Ashland’s receipt of the Private Letter Rulings, Ashland shall provide to Marathon a schedule setting forth the Ashland Debt Obligation Amount for each such assumed Closing Date after the date of such schedule.

Related to Private Letter Rulings

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

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

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Side Letter means any side letter executed by an Investor with any Borrower or the Investment Adviser with respect to such Investor’s rights and/or obligations under its Subscription Agreement and any other applicable Operative Document.

  • Enterprise Agreement means an agreement certified under the Workplace Relations Act 1996 (Cth) or approved under the Industrial Relations Act 1996 (NSW).

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Private Key means the key of a key pair used to create a digital signature;

  • 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.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • 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.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Technology Transfer Agreement has the meaning given in Section 2.2(a).