Common use of OPINION MATTERS Clause in Contracts

OPINION MATTERS. (a) Immediately prior to the closing of the Merger (the “Merger Closing”), Baxter shall execute and deliver representation letters (the “Baxter Closing Representation Letters”) to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (the “Baxter Signing Representation 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 Merger Closing.

OPINION MATTERS. (a) Immediately prior to the closing of the Merger (the “"Merger Closing”"), Baxter shall execute and deliver representation letters (the “"Baxter Closing Representation Letters”") to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (the “"Baxter Signing Representation 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 Merger Closing.