Opinion of Tax Counsel. CEC shall have received an opinion of Xxxx Xxxxx LLP, tax counsel to CEC, dated the Closing Date and based on facts, representations and assumptions set forth or described in such opinion, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxx Xxxxx LLP will be entitled to receive and rely upon the Tax Representation Letters.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
