Tax Counsel No Adverse Effect Opinion definition

Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel substantially to the effect that the taking of the action specified therein will not, in and of itself, adversely affect any exclusion of interest on the Governmental Lender Note from gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel to the effect that the taking of the action specified therein will not impair the exclusion of interest on the Governmental Lender Note from gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel substantially to the effect that the taking of the action specified therein will not, in and of itself, adversely affect any exclusion of interest on the Governmental Lender Note from gross income
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Examples of Tax Counsel No Adverse Effect Opinion in a sentence

  • Notwithstanding anything in this Funding Loan Agreement to the contrary, no additional amounts of the Funding Loan may be drawn down and funded hereunder after March 1, 2019; provided, however, that upon the delivery of a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Funding Lender such date may be changed to a later date as specified in such Tax Counsel No Adverse Effect Opinion.


More Definitions of Tax Counsel No Adverse Effect Opinion

Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel to the effect thatthe talking of the action specified therein wil I nct, in and of itself, adversely affect any exclusion of interest on the G avernmental Lender N ates from gross income for purposes of federal income taxation (subject to the inclusion of such customary excep:ions as are acceptalle to the reci pi ent thereof).
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Tax Counsel No Adverse Effect Opinion means an opinion of Tax Counsel to the effect that the taking of the action specified therein wil not impair the exclusion of T-27388.001 /1127885.doc Council Agenda: 9-9-2014 Item No.: 3.5 interest on the Tax-Exempt Governmental Lender Notes from gross income of the owners thereof for purposes of federal income taxation, except no statement need be made with respect to any Tax-Exempt Governmental Lender Note during any period while such Tax-Exempt Governmental Lender Note is owned by a "substantial user" of the facilities financed by the Tax-Exempt Governmental Lender Notes or a "related person" within the meaning of section 147(a) of the Code (and in any event subject to the inclusion of such other customary exceptions as are acceptable to the recipient thereof).
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Related to Tax Counsel No Adverse Effect Opinion

  • Company Material Adverse Effect means any change, occurrence or development that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations or financial condition of the Company and the Company Subsidiaries, taken as a whole; provided, however, that changes, occurrences or developments that are to the extent attributable to any of the following shall not be deemed, either alone or in combination, to constitute, and shall not be taken into account in determining whether there is, or would reasonably likely to be, a Company Material Adverse Effect: (A) general political, economic or market conditions or general changes or developments in the industry in which the Company and the Company Subsidiaries operate, except to the extent that the Company and the Company Subsidiaries are adversely affected disproportionately relative to other participants in such industry, (B) any act of terrorism, war (whether declared or not), national or international calamity or any other similar event, except to the extent that the Company and the Company Subsidiaries are adversely affected disproportionately relative to other participants in such industry, (C) the announcement or pendency of the Transactions, including any reduction in xxxxxxxx or revenue or any negative impact on relationships with employees of the Company or the Company Subsidiaries or disruption in (or loss of) customer, supplier, distributor, landlord, partner or similar relationships to the extent attributable to the announcement or performance of the Transactions (other than for purposes of any representation or warranty contained in Section 3.3, but subject to disclosures in Section 3.3 of the Company Disclosure Letter), (D) changes in Law or any applicable accounting regulations or principles or the interpretations thereof after the date hereof, except to the extent that the Company and the Company Subsidiaries are adversely affected disproportionately relative to other participants in such industry, (E) changes in the price or trading volume of the Company’s stock, but not the underlying cause of such change, (F) any failure by the Company to meet public or internal revenue, earnings or other projections, but not the underlying cause of such failure (G) any change resulting or arising from the identity of, or any facts or circumstances relating to, Parent, Purchaser or any of their respective Affiliates, (H) any event, circumstance, change or effect arising directly or indirectly from or otherwise relating to fluctuations in the value of any currency, (I) any adverse effect arising directly from the taking of any action required by this Agreement, expressly approved or permitted in writing by Parent, or the failure to take any action prohibited by this Agreement, or (J) any class action litigation with respect to alleged breach of fiduciary duties of the board of directors of Company in connection with the Transactions.

  • Buyer Material Adverse Effect means any event, fact, condition, occurrence, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements.

  • Parent Material Adverse Effect means any event, occurrence, fact, condition, change, development or effect that would (i) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or (ii) otherwise materially adversely affect the ability of Parent or Merger Sub to perform their respective obligations hereunder.

  • Seller Material Adverse Effect means any event, change or occurrence that materially impairs or delays the ability of any of the Selling Parties to perform its obligations or to consummate the transactions under the Basic Documents or that otherwise materially threatens or materially impedes the consummation of the transactions under the Basic Documents.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.