Common use of Tax Materials Clause in Contracts

Tax Materials. Upon receipt of any draft Tax Materials after the date hereof, UWWH shall (i) promptly examine such draft Tax Materials, and (ii) promptly propose any changes needed to make all facts presented and representations made relating to UWWH, its Subsidiaries and its shareholders in such draft Tax Materials true, correct and complete and (to the knowledge of UWWH) all other facts presented and representations made in such draft Tax Materials true, correct and complete. UWWH shall notify IP within five (5) days of the receipt of such draft Tax Materials (or such shorter time as may be necessary to comply with deadlines imposed by any Taxing Authority) if UWWH believes that any facts presented or representations made in such draft Tax Materials are not true, correct or complete, it being understood that if UWWH fails to notify IP within such period and IP notifies UWWH of such failure pursuant to Section 8.18, then UWWH shall be deemed to have represented and warranted that all such facts presented and representations made relating to UWWH, its Subsidiaries and its shareholders in such draft Tax Materials are true, correct and complete and (to the knowledge of UWWH) all other facts presented and representations made in such draft Tax Materials are true, correct and complete, unless UWWH notifies IP within two (2) days of the receipt of notice of such failure.

Tax Materials. Upon receipt of any draft Tax Materials after the date hereof, UWWH Voyager shall (i) promptly examine such draft Tax Materials, and (ii) promptly propose any changes needed to make all facts presented and representations made relating to UWWHVoyager, its Subsidiaries and its shareholders in such draft Tax Materials true, correct and complete and (to the knowledge of UWWHVoyager) all other facts presented and representations made in such draft Tax Materials true, correct and complete. UWWH Voyager shall notify IP Harbor within five (5) days Business Days of the receipt of such draft Tax Materials (or such shorter time as may be necessary to comply with deadlines imposed by any Taxing Authority) if UWWH Voyager believes that any facts presented or representations made in such draft Tax Materials are not true, correct or complete, it being understood that if UWWH Voyager fails to notify IP Harbor within such period and IP Harbor notifies UWWH Voyager of such failure pursuant to Section 8.18[●], then UWWH Voyager shall be deemed to have represented and warranted that all such facts presented and representations made relating to UWWHVoyager, its Subsidiaries and its shareholders in such draft Tax Materials are true, correct and complete and (to the knowledge of UWWHVoyager) all other facts presented and representations made in such draft Tax Materials are true, correct and complete, unless UWWH Voyager notifies IP Harbor within two five (25) days Business Days of the receipt of notice of such failure. Voyager agrees to provide such supplemental representations and warranties as are reasonably requested by Harbor or Spinco in connection with Xxxxx Xxxxxx and Spinco obtaining the Opinions.