OPINION MATTERS. (a) Parent and the Company acknowledge and agree that the Merger Agreement and the transactions contemplated by the Offer and the Merger constitute Proposed Acquisition Transactions. (b) Parent acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Parent Signing Representation Letter”). (c) The Company acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Company Signing Representation Letter” and together with the Parent Signing Representation Letter, the “Signing Representation Letters”). (d) Immediately prior to the consummation of the Offer (the “Offer Closing”), Parent shall execute and deliver a representation letter (the “Parent Closing Representation Letter”) to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP substantially in the form of the Parent Signing Representation Letter, with such changes as are necessary to reflect any changes in facts prior to the Offer Closing. (e) Immediately prior to the Offer Closing, the Company shall execute and deliver a representation letter (the “Company Closing Representation Letter” and, together with the Parent Closing Representation Letter, the “Closing Representation Letters”) to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP substantially in the form of the Company Signing Representation Letter, with such changes as are necessary to reflect any changes in facts prior to the Offer Closing. (f) As of the date immediately prior to the Merger Signing Date, Parent knows of no reason why it would not be able to deliver the Parent Closing Representation Letter. (g) The Company shall use its reasonable best efforts to cause Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to deliver the Company Closing Opinion (as defined below) immediately prior to the Offer Closing, such that the condition set forth below in Section 1(h) is satisfied. As of the date immediately prior to the Merger Signing Date, the Company knows of no reason why (i) it would not be able to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion. (h) The requirement in Section 7.01(c) of the Tax Matters Agreement that Bioverativ deliver Biogen an Unqualified Tax Opinion prior to the Offer Closing and/or the consummation of the Merger shall be satisfied if a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, substantially the same in form and substance as the Company Signing Opinion (concluding that the Offer, the Offer Closing and the consummation of the Merger will not result in Distribution Taxes), is furnished to the Company, Biogen and Parent, immediately prior to the Offer Closing (the “Company Closing Opinion”), which Company Closing Opinion may rely on the Closing Representation Letters and the assumptions set forth in such Company Closing Opinion. (i) Prior to the earlier of (i) the closing of the Merger and (ii) the termination of the Merger Agreement, each of Parent, the Company, and Biogen shall cooperate in good faith with the reasonable requests of the other parties in connection with matters related to the opinions referred to in this Section 1. Upon the Company’s reasonable request, Biogen shall use reasonable best efforts to cause any person who is at the time of such request an executive officer of such party to assist the Company in confirming such facts as are within the knowledge of such executive officer. Each party shall make any such requests for cooperation with reasonable advance notice and under reasonable circumstances so as to minimize any disruption to or impairment of the applicable party’s business. (j) Biogen acknowledges and agrees that it has received a copy of a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which has been furnished to the Company on the date hereof and relies on the Signing Representation Letters (the “Company Signing Opinion”), and that Section 7.01(c) of the Tax Matters Agreement has been satisfied with respect to the execution and delivery of the Merger Agreement. (k) Parent acknowledges and agrees that it has received a copy of the Company Signing Opinion.
Appears in 3 contracts
Samples: Letter Agreement (Sanofi), Letter Agreement (Bioverativ Inc.), Letter Agreement
OPINION MATTERS. (a) Parent and the Company acknowledge and agree that the Merger Agreement and the transactions contemplated by the Offer and the Merger constitute Proposed Acquisition Transactions.
(b) Parent acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Parent Signing Representation Letter”).
(c) The Company acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Company Signing Representation Letter” and together with the Parent Signing Representation Letter, the “Signing Representation Letters”).
(d) Immediately prior to the consummation closing of the Offer Merger (the “Offer Merger Closing”), Parent Baxter shall execute and deliver a representation letter letters (the “Parent Baxter Closing Representation LetterLetters”) to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Parent representation letters (the “Baxter Signing Representation Letter, Letters”) executed and delivered by Baxter on the date immediately prior to the date that the Merger Agreement is entered into by Parent and Baxalta (the “Merger Signing Date”) with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(eb) Immediately prior to the Offer Merger Closing, the Company Parent shall execute and deliver a representation letter letters (the “Company Closing Representation Letter” and, together with the Parent Closing Representation Letter, the “Closing Representation Letters”) to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Company representation letters (the “Parent Signing Representation Letter, Letters”) executed and delivered by Parent on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(c) Immediately prior to the Merger Closing, Baxalta shall execute and deliver representation letters (the “Baxalta Closing Representation Letters” and, together with the Baxter Closing Representation Letters and the Parent Closing Representation Letters, the “Closing Representation Letters”) to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (together with the Baxter Signing Representation Letters and Parent Signing Representation Letters, the “Signing Representation Letters” and together with the Closing Representation Letters, the “Representation Letters”) executed and delivered by Baxalta on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Merger Closing.
(d) Baxter hereby represents and warrants that the Baxter Signing Opinion (as defined below) has been furnished to Baxter, such that the condition set forth in Section 2(g)(ii)(A) is satisfied. Baxter shall (i) use its reasonable best efforts to cause KPMG LLP to deliver the Baxter Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(ii)(B) is satisfied and (ii) certify in writing to Parent and Baxalta immediately upon receipt of such opinion that such opinion has been furnished. As of the date immediately prior to the Merger Signing Date, Baxter knows of no reason (x) why it would not be able to deliver the Baxter Closing Representation Letters, or (y) why it would not be able to obtain the Baxter Closing Opinion.
(e) Parent shall use its reasonable best efforts to cause Cravath, Swaine & Xxxxx LLP to deliver the Parent Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(i)(B) is satisfied. As of the date immediately prior to the Merger Signing Date, Parent knows of no reason (i) why it would not be able to deliver the Parent Closing Representation Letters or (ii) why it would not be able to obtain the Parent Closing Opinion.
(f) As of the date immediately prior to the Merger Signing Date, Parent Baxalta knows of no reason why it would not be able to deliver the Parent Baxalta Closing Representation LetterLetters.
(g) The Company Section 4.02(c) of the Tax Matters Agreement shall use its reasonable best efforts to cause Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to deliver the Company Closing Opinion (as defined below) immediately prior be waived with respect to the Offer ClosingMerger Closing if:
(i) (A) A tax opinion of Cravath, Swaine & Xxxxx LLP is furnished to Parent, and a true, correct and complete copy of such that the condition set forth below in Section 1(h) opinion is satisfied. As of provided to Baxter and Baxalta, on the date immediately prior to the Merger Signing Date, the Company knows of no reason why and (iB) it would not be able Cravath, Swaine & Xxxxx LLP furnishes a tax opinion to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.
(h) The requirement in Section 7.01(c) of the Tax Matters Agreement that Bioverativ deliver Biogen an Unqualified Tax Opinion Parent immediately prior to the Offer Merger Closing and/or the consummation of the Merger shall be satisfied if that is a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, substantially the same in form and substance as the Company Signing Opinion opinion referenced in clause (concluding that the Offer, the Offer Closing and the consummation of the Merger will not result in Distribution Taxes), is furnished to the Company, Biogen and Parent, immediately prior to the Offer Closing i)(A) (the “Company Parent Closing Opinion”), a true, correct and complete copy of which Company Closing Opinion shall be provided by Parent to Baxter and Baxalta. In each case, such opinion may rely on the Closing applicable Representation Letters and the assumptions set forth in such Company Closing OpinionLetters.
(iii) (A) A tax opinion of KPMG LLP is furnished to Baxter on the date immediately prior to the Merger Signing Date (the “Baxter Signing Opinion”), and (B) KPMG LLP furnishes a tax opinion to Baxter immediately prior to the Merger Closing that is a tax opinion substantially the same in form and substance as the opinion referenced in clause (ii)(A) above (the “Baxter Closing Opinion”). In each case, such opinion may rely on the applicable Representation Letters. Neither Baxalta nor Parent shall (in writing or otherwise) publicly refer to or describe non-public information regarding the Baxter Signing Opinion or the Baxter Closing Opinion without the prior written consent of KPMG LLP or Baxter, except that the parties may disclose this Letter Agreement and describe its terms in any Form 8-K, registration statement, proxy statement or circular relating to the Merger Agreement or the Merger.
(h) Prior to the earlier of (i) the closing of the Merger Closing and (ii) the termination of the Merger Agreement, each of Parent, the CompanyBaxalta, and Biogen Baxter shall cooperate in good faith with the reasonable requests of the other parties in connection with matters related to the opinions referred to in this Section 2 (including the preparation of materials by Parent, Baxalta, Baxter and their respective agents documenting diligence and other matters related to the Retained Shares Transactions). From and after the execution of this Letter Agreement, at such time or times as may be reasonably requested by Baxter, each of Baxalta and Parent shall use its reasonable best efforts to execute certificates reasonably requested by Baxter containing appropriate representations that Baxalta or Parent, as applicable, is, in good faith, able to make at such time, in connection with KPMG LLP’s delivery to Baxter of a tax opinion or opinions rendered in connection with the initial distribution of Baxalta Common Stock on July 1, 2015, one or more Debt-for-Equity Exchanges, one or more Exchange Offers (as defined in the Registration Rights Agreement), one or more contributions of Retained Shares to Xxxxxx’x U.S. pension fund or any dividend of Retained Shares to Xxxxxx’x shareholders. Upon the Company’s Xxxxxx’x reasonable request, Biogen Baxalta (or, after the Merger Closing, Parent) shall use reasonable best efforts to cause any person who is at the time of such request an executive officer of such party and who was an executive officer of Baxter prior to the initial distribution of Baxalta Common Stock on July 1, 2015 to assist the Company Baxter in confirming such facts as are within the knowledge of such executive officer. Each party shall make any such requests for cooperation with reasonable advance notice and under reasonable circumstances so as to minimize any disruption to or impairment of the applicable party’s business.
(ji) Biogen Baxter acknowledges and agrees that it has received a copy of a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which has been furnished to the Company on the date hereof and relies on the Signing Representation Letters (the “Company Signing Opinion”), and that Section 7.01(c4.02(c) of the Tax Matters Agreement has been satisfied waived with respect to the execution and delivery of the Merger Agreement.
(k) Parent acknowledges and agrees that it has received a copy of the Company Signing Opinion.
Appears in 2 contracts
Samples: Tax Matters Agreement (Baxter International Inc), Tax Matters Agreement (Baxalta Inc)
OPINION MATTERS. (a) Parent and the Company acknowledge and agree that the Merger Agreement and the transactions contemplated by the Offer and the Merger constitute Proposed Acquisition Transactions.
(b) Parent acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Parent Signing Representation Letter”).
(c) The Company acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Company Signing Representation Letter” and together with the Parent Signing Representation Letter, the “Signing Representation Letters”).
(d) Immediately prior to the consummation closing of the Offer Merger (the “Offer "Merger Closing”"), Parent Baxter shall execute and deliver a representation letter letters (the “Parent "Baxter Closing Representation Letter”Letters") to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Parent representation letters (the "Baxter Signing Representation Letter, Letters") executed and delivered by Baxter on the date immediately prior to the date that the Merger Agreement is entered into by Parent and Baxalta (the "Merger Signing Date") with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(eb) Immediately prior to the Offer Merger Closing, the Company Parent shall execute and deliver a representation letter letters (the “Company Closing Representation Letter” and, together with the "Parent Closing Representation Letter, the “Closing Representation Letters”") to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Company representation letters (the "Parent Signing Representation Letter, Letters") executed and delivered by Parent on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(c) Immediately prior to the Merger Closing, Baxalta shall execute and deliver representation letters (the "Baxalta Closing Representation Letters" and, together with the Baxter Closing Representation Letters and the Parent Closing Representation Letters, the "Closing Representation Letters") to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (together with the Baxter Signing Representation Letters and Parent Signing Representation Letters, the "Signing Representation Letters" and together with the Closing Representation Letters, the "Representation Letters") executed and delivered by Baxalta on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Merger Closing.
(d) Baxter hereby represents and warrants that the Baxter Signing Opinion (as defined below) has been furnished to Baxter, such that the condition set forth in Section 2(g)(ii)(A) is satisfied. Baxter shall (i) use its reasonable best efforts to cause KPMG LLP to deliver the Baxter Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(ii)(B) is satisfied and (ii) certify in writing to Parent and Baxalta immediately upon receipt of such opinion that such opinion has been furnished. As of the date immediately prior to the Merger Signing Date, Baxter knows of no reason (x) why it would not be able to deliver the Baxter Closing Representation Letters, or (y) why it would not be able to obtain the Baxter Closing Opinion.
(e) Parent shall use its reasonable best efforts to cause Cravath, Swaine & Xxxxx LLP to deliver the Parent Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(i)(B) is satisfied. As of the date immediately prior to the Merger Signing Date, Parent knows of no reason (i) why it would not be able to deliver the Parent Closing Representation Letters or (ii) why it would not be able to obtain the Parent Closing Opinion.
(f) As of the date immediately prior to the Merger Signing Date, Parent Baxalta knows of no reason why it would not be able to deliver the Parent Baxalta Closing Representation LetterLetters.
(g) The Company Section 4.02(c) of the Tax Matters Agreement shall use its reasonable best efforts to cause Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to deliver the Company Closing Opinion (as defined below) immediately prior be waived with respect to the Offer ClosingMerger Closing if:
(i) (A) A tax opinion of Cravath, Swaine & Xxxxx LLP is furnished to Parent, and a true, correct and complete copy of such that the condition set forth below in Section 1(h) opinion is satisfied. As of provided to Baxter and Baxalta, on the date immediately prior to the Merger Signing Date, the Company knows of no reason why and (iB) it would not be able Cravath, Swaine & Xxxxx LLP furnishes a tax opinion to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.
(h) The requirement in Section 7.01(c) of the Tax Matters Agreement that Bioverativ deliver Biogen an Unqualified Tax Opinion Parent immediately prior to the Offer Merger Closing and/or the consummation of the Merger shall be satisfied if that is a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, substantially the same in form and substance as the Company Signing Opinion opinion referenced in clause (concluding that i)(A) (the Offer, the Offer "Parent Closing and the consummation of the Merger will not result in Distribution TaxesOpinion"), a true, correct and complete copy of which shall be provided by Parent to Baxter and Baxalta. In each case, such opinion may rely on the applicable Representation Letters.
(ii) (A) A tax opinion of KPMG LLP is furnished to Baxter on the Company, Biogen and Parent, date immediately prior to the Offer Closing Merger Signing Date (the “Company "Baxter Signing Opinion"), and (B) KPMG LLP furnishes a tax opinion to Baxter immediately prior to the Merger Closing that is a tax opinion substantially the same in form and substance as the opinion referenced in clause (ii)(A) above (the "Baxter Closing Opinion”"). In each case, which Company Closing Opinion such opinion may rely on the applicable Representation Letters. Neither Baxalta nor Parent shall (in writing or otherwise) publicly refer to or describe non-public information regarding the Baxter Signing Opinion or the Baxter Closing Representation Letters Opinion without the prior written consent of KPMG LLP or Baxter, except that the parties may disclose this Letter Agreement and describe its terms in any Form 8-K, registration statement, proxy statement or circular relating to the assumptions set forth in such Company Closing OpinionMerger Agreement or the Merger.
(ih) Prior to the earlier of (i) the closing of the Merger Closing and (ii) the termination of the Merger Agreement, each of Parent, the CompanyBaxalta, and Biogen Baxter shall cooperate in good faith with the reasonable requests of the other parties in connection with matters related to the opinions referred to in this Section 2 (including the preparation of materials by Parent, Baxalta, Baxter and their respective agents documenting diligence and other matters related to the Retained Shares Transactions). From and after the execution of this Letter Agreement, at such time or times as may be reasonably requested by Baxter, each of Baxalta and Parent shall use its reasonable best efforts to execute certificates reasonably requested by Baxter containing appropriate representations that Baxalta or Parent, as applicable, is, in good faith, able to make at such time, in connection with KPMG LLP's delivery to Baxter of a tax opinion or opinions rendered in connection with the initial distribution of Baxalta Common Stock on July 1, 2015, one or more Debt-for-Equity Exchanges, one or more Exchange Offers (as defined in the Registration Rights Agreement), one or more contributions of Retained Shares to Xxxxxx'x U.S. pension fund or any dividend of Retained Shares to Xxxxxx'x shareholders. Upon the Company’s Xxxxxx'x reasonable request, Biogen Baxalta (or, after the Merger Closing, Parent) shall use reasonable best efforts to cause any person who is at the time of such request an executive officer of such party and who was an executive officer of Baxter prior to the initial distribution of Baxalta Common Stock on July 1, 2015 to assist the Company Baxter in confirming such facts as are within the knowledge of such executive officer. Each party shall make any such requests for cooperation with reasonable advance notice and under reasonable circumstances so as to minimize any disruption to or impairment of the applicable party’s 's business.
(ji) Biogen Baxter acknowledges and agrees that it has received a copy of a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which has been furnished to the Company on the date hereof and relies on the Signing Representation Letters (the “Company Signing Opinion”), and that Section 7.01(c4.02(c) of the Tax Matters Agreement has been satisfied waived with respect to the execution and delivery of the Merger Agreement.
(k) Parent acknowledges and agrees that it has received a copy of the Company Signing Opinion.
Appears in 1 contract
Samples: Letter Agreement (Shire PLC)
OPINION MATTERS. (a) Parent and the Company acknowledge and agree that the Merger Agreement and the transactions contemplated by the Offer and the Merger constitute Proposed Acquisition Transactions.
(b) Parent acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Parent Signing Representation Letter”).
(c) The Company acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Company Signing Representation Letter” and together with the Parent Signing Representation Letter, the “Signing Representation Letters”).
(d) Immediately prior to the consummation closing of the Offer Merger (the “Offer Merger Closing”), Parent Baxter shall execute and deliver a representation letter letters (the “Parent Baxter Closing Representation LetterLetters”) to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Parent representation letters (the “Baxter Signing Representation Letter, Letters”) executed and delivered by Baxter on the date immediately prior to the date that the Merger Agreement is entered into by Parent and Baxalta (the “Merger Signing Date”) with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(eb) Immediately prior to the Offer Merger Closing, the Company Parent shall execute and deliver a representation letter letters (the “Company Closing Representation Letter” and, together with the Parent Closing Representation Letter, the “Closing Representation Letters”) to XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP substantially in the form of the Company representation letters (the “Parent Signing Representation Letter, Letters”) executed and delivered by Parent on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Offer Merger Closing.
(c) Immediately prior to the Merger Closing, Baxalta shall execute and deliver representation letters (the “Baxalta Closing Representation Letters” and, together with the Baxter Closing Representation Letters and the Parent Closing Representation Letters, the “Closing Representation Letters”) to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (together with the Baxter Signing Representation Letters and Parent Signing Representation Letters, the “Signing Representation Letters” and together with the Closing Representation Letters, the “Representation Letters”) executed and delivered by Baxalta on the date immediately prior to the Merger Signing Date with such changes as are necessary to reflect any changes in facts prior to the Merger Closing.
(d) Baxter hereby represents and warrants that the Baxter Signing Opinion (as defined below) has been furnished to Baxter, such that the condition set forth in Section 2(g)(ii)(A) is satisfied. Baxter shall (i) use its reasonable best efforts to cause KPMG LLP to deliver the Baxter Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(ii)(B) is satisfied and (ii) certify in writing to Parent and Baxalta immediately upon receipt of such opinion that such opinion has been furnished. As of the date immediately prior to the Merger Signing Date, Baxter knows of no reason (x) why it would not be able to deliver the Baxter Closing Representation Letters, or (y) why it would not be able to obtain the Baxter Closing Opinion.
(e) Parent shall use its reasonable best efforts to cause Cravath, Swaine & Xxxxx LLP to deliver the Parent Closing Opinion (as defined below) immediately prior to the Merger Closing, such that the condition set forth below in Section 2(g)(i)(B) is satisfied. As of the date immediately prior to the Merger Signing Date, Parent knows of no reason (i) why it would not be able to deliver the Parent Closing Representation Letters or (ii) why it would not be able to obtain the Parent Closing Opinion.
(f) As of the date immediately prior to the Merger Signing Date, Parent Baxalta knows of no reason why it would not be able to deliver the Parent Baxalta Closing Representation LetterLetters.
(g) The Company Section 4.02(c) of the Tax Matters Agreement shall use its reasonable best efforts to cause Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to deliver the Company Closing Opinion (as defined below) immediately prior be waived with respect to the Offer ClosingMerger Closing if:
(i) (A) A tax opinion of Cravath, Swaine & Xxxxx LLP is furnished to Parent, and a true, correct and complete copy of such that the condition set forth below in Section 1(h) opinion is satisfied. As of provided to Baxter and Baxalta, on the date immediately prior to the Merger Signing Date, the Company knows of no reason why and (iB) it would not be able Cravath, Swaine & Xxxxx LLP furnishes a tax opinion to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.
(h) The requirement in Section 7.01(c) of the Tax Matters Agreement that Bioverativ deliver Biogen an Unqualified Tax Opinion Parent immediately prior to the Offer Merger Closing and/or the consummation of the Merger shall be satisfied if that is a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, substantially the same in form and substance as the Company Signing Opinion opinion referenced in clause (concluding that the Offer, the Offer Closing and the consummation of the Merger will not result in Distribution Taxes), is furnished to the Company, Biogen and Parent, immediately prior to the Offer Closing i)(A) (the “Company Parent Closing Opinion”), a true, correct and complete copy of which Company Closing Opinion shall be provided by Parent to Baxter and Baxalta. In each case, such opinion may rely on the Closing applicable Representation Letters and the assumptions set forth in such Company Closing OpinionLetters.
(iii) (A) A tax opinion of KPMG LLP is furnished to Baxter on the date immediately prior to the Merger Signing Date (the “Baxter Signing Opinion”), and (B) KPMG LLP furnishes a tax opinion to Baxter immediately prior to the Merger Closing that is a tax opinion substantially the same in form and substance as the opinion referenced in clause (ii)(A) above (the “Baxter Closing Opinion”). In each case, such opinion may rely on the applicable Representation Letters. Neither Baxalta nor Parent shall (in writing or otherwise) publicly refer to or describe non-public information regarding the Baxter Signing Opinion or the Baxter Closing Opinion without the prior written consent of KPMG LLP or Baxter, except that the parties may disclose this Letter Agreement and describe its terms in any Form 8-K, registration statement, proxy statement or circular relating to the Merger Agreement or the Merger.
(h) Prior to the earlier of (i) the closing of the Merger Closing and (ii) the termination of the Merger Agreement, each of Parent, the CompanyBaxalta, and Biogen Baxter shall cooperate in good faith with the reasonable requests of the other parties in connection with matters related to the opinions referred to in this Section 2 (including the preparation of materials by Parent, Baxalta, Baxter and their respective agents documenting diligence and other matters related to the Retained Shares Transactions). From and after the execution of this Letter Agreement, at such time or times as may be reasonably requested by Baxter, each of Baxalta and Parent shall use its reasonable best efforts to execute certificates reasonably requested by Baxter containing appropriate representations that Baxalta or Parent, as applicable, is, in good faith, able to make at such time, in connection with KPMG LLP’s delivery to Baxter of a tax opinion or opinions rendered in connection with the initial distribution of Baxalta Common Stock on July 1, 2015, one or more Debt-for-Equity Exchanges, one or more Exchange Offers (as defined in the Registration Rights Agreement), one or more contributions of Retained Shares to Xxxxxx'x U.S. pension fund or any dividend of Retained Shares to Xxxxxx'x shareholders. Upon the Company’s Xxxxxx’x reasonable request, Biogen Baxalta (or, after the Merger Closing, Parent) shall use reasonable best efforts to cause any person who is at the time of such request an executive officer of such party and who was an executive officer of Baxter prior to the initial distribution of Baxalta Common Stock on July 1, 2015 to assist the Company Baxter in confirming such facts as are within the knowledge of such executive officer. Each party shall make any such requests for cooperation with reasonable advance notice and under reasonable circumstances so as to minimize any disruption to or impairment of the applicable party’s business.
(ji) Biogen Baxter acknowledges and agrees that it has received a copy of a tax opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which has been furnished to the Company on the date hereof and relies on the Signing Representation Letters (the “Company Signing Opinion”), and that Section 7.01(c4.02(c) of the Tax Matters Agreement has been satisfied waived with respect to the execution and delivery of the Merger Agreement.
(k) Parent acknowledges and agrees that it has received a copy of the Company Signing Opinion.
Appears in 1 contract
Samples: Letter Agreement
