Tax Ruling Request definition

Tax Ruling Request has the meaning set forth in Section 3.11(d).
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Tax Ruling Request as used in this Agreement, shall mean a request for a written ruling of a Taxing authority relating to Taxes. "Closing Agreement," as used in this Agreement, shall mean a material written and legally binding agreement with the IRS relating to Taxes.
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Tax Ruling Request means the private letter ruling request that will be filed with the IRS by Ashland and Marathon with respect to the Transactions, together with all exhibits, appendices, and supplements to that filing.
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Examples of Tax Ruling Request in a sentence

  • Group, respectively, to take or omit to take, any action that will, or would reasonably be expected to, cause any written representation contained in the Tax Ruling Request, Tax Ruling, a Tax Certificate or the Tax Opinion to be incorrect.

  • Except as provided in this Section 3.04, Section 5.01(b) and Section 7.03, and except as otherwise required by a Final Determination, all Tax Returns, and amendments thereto, shall be prepared and filed in a manner consistent with the provisions of this TMA, the Tax Ruling Request, the Tax Ruling, and the Tax Opinion.


More Definitions of Tax Ruling Request

Tax Ruling Request as used in this Agreement, shall mean a request for a written ruling of a Taxing authority relating to Taxes. "Closing Agreement," as used in this Agreement, shall mean a material written and legally binding agreement with the IRS relating to Taxes. (e) Neither the Company nor any Broadcasting Subsidiary has, with regard to any assets or property held or acquired by any of them, filed a consent to the application of Section 341(f)(2) of the Code, or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by the Company or any Broadcasting Subsidiary. 3.12.
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Tax Ruling Request has the meaning set forth in Section 3.11(d). "Temporary Waiver" has the meaning set forth in Section 6.14(d). "Termination Date" has the meaning set forth in Section 8.01(b). "Transaction Agreement" has the meaning set forth in Section 3.01. "Transactions" means (i) the Contribution, (ii) the Distribution, (iii) the Company Charter Amendment, (iv) the Newco Charter Amendment, (v) the borrowing by the Company of the New Company Debt, (vi) and any other transactions contemplated by this Agreement (including the Merger) and the Transaction Agreements. "Transfer Agent" means First Chicago Trust Company of New York. "Transferee DB Plan" has the meaning set forth in Section 6.11(d). "Transferee DC Plan" has the meaning set forth in Section 6.11(c). "Transferred Employees" has the meaning set forth in Section 6.11(b). "Working Capital Amount" means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24). 10.02.
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Related to Tax Ruling Request

  • Ruling Request means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

  • 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.

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

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

  • 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.

  • IRS means the United States Internal Revenue Service.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • 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 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.

  • Funding Request shall have the meaning set forth in Section 5.3(a).

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

  • Tax Regulatory Agreement means the Tax Regulatory Agreement dated as of the date hereof by and among the Company, the Issuer and the Trustee.

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

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

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

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

  • Notice of Final Distribution The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

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

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • 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.

  • 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.

  • Tax Authority means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

  • Ruling Documents means the Ruling and the Ruling Request.