Tax Opinions/Rulings and Representation Letters. (a) Each of GCP and Grace hereby represents and agrees that (A) it has read or will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete.
(b) If any Representation Letters have not yet been submitted, GCP and Grace shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the same as soon as possible and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Grace shall deem necessary or desirable. GCP and Grace shall take such other commercially reasonable actions as may be necessary or desirable, to obtain any Tax Opinions/Rulings that have not yet been obtained.
(c) GCP hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the date hereof, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters, or any of the Ancillary Agreements to be untrue.
(d) GCP hereby represents and warrants that, during the period beginning two years before the date of the consummation of the Internal Distribution and ending on the Distribution Date (and, in the case of each Foreign Spin-Off, during the two-year period ending on the relevant Foreign Spin-Off Distribution Date), there was no “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the GCP Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition, directly or indirectly, of all or a significant portion of either the GCP Capital Stock (or any predecessor) or the stock of any Foreign Subsidiary (or any predecessor) involved in a Foreign-Spin-Off; provided, however, that no representation is made regarding any “agreement, understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulation...
Tax Opinions/Rulings and Representation Letters. Each of SpinCo and Distributing hereby represents and agrees that (A) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (B) subject to any qualifications therein, all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group is and, to the extent such information relates to future events or circumstances, will be, true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of Freescale and MINC hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any Affiliate of such Company will be true, correct and complete.
(b) Freescale and MINC acknowledge that the Tax Opinions/Rulings and the Representation Letters have not yet been obtained or submitted and may not be obtained or submitted until after the IPO. Freescale and MINC shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters for the Distribution as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as MINC shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions/Rulings in order to confirm the Tax-Free Status.
Tax Opinions/Rulings and Representation Letters. (a) Each of Corner Store and Valero hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.
(b) To the extent that any Tax Opinions/Rulings or Representation Letters have not yet been obtained or submitted as of the date hereof, Corner Store and Valero shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters for the Distribution as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Valero shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions/Rulings in order to confirm the Tax-Free Status.
Tax Opinions/Rulings and Representation Letters. Each of Keysight and Agilent hereby represents and agrees that (A) it has examined the Tax Opinions/Rulings and the Representation Letters prior to the date hereof and (B) subject to any qualifications therein, all facts contained in such Tax Opinions/Rulings or Representation Letters that concern or relate to such Company or any member of its Group is and, to the extent such facts relate to future events or circumstances, will be, true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of Xxxxxxxx 66 and ConocoPhillips hereby represents and agrees that (i) it has or will read the Representation Letters deliverable to Wachtell, Lipton, Xxxxx & Xxxx in connection with the rendering of the Tax Opinion prior to the date submitted and has or will read the Representation Letters (including the Ruling Request) delivered to the IRS in connection with obtaining the Ruling prior to the date of this Agreement and (ii) subject to any qualifications therein, all information contained in such Representation Letters and Rulings that concerns or relates to such Company or any member of its Group will be true, correct and complete.
(b) Xxxxxxxx 66, Xxxxxxxx 66 Company, ConocoPhillips, and ConocoPhillips Company acknowledge that the Tax Opinions/Rulings and the Representation Letters may not yet have been obtained or submitted. Xxxxxxxx 66, Xxxxxxxx 66 Company, ConocoPhillips, and ConocoPhillips Company shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters for the Distribution as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as ConocoPhillips shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions/Rulings in order to confirm the Tax-Free Status.
Tax Opinions/Rulings and Representation Letters. Each of Post and Ralcorp hereby represents and agrees that (a) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (b) subject to any qualifications therein, all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group are and will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of SpinCo and Motorola hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.
(b) SpinCo, Mobility and Motorola acknowledge that the Tax Opinions/Rulings and the Representation Letters have not yet been obtained or submitted (except that the Section 59(e) Ruling Request has been submitted and the Section 59(e) Ruling has been obtained). SpinCo, Mobility and Motorola shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters for the Distribution as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Motorola shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions/Rulings in order to confirm the Tax-Free Status.
Tax Opinions/Rulings and Representation Letters. Each of Teradata and NCR hereby represents and agrees that (A) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (B) all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. Each of Merck and Organon hereby represents and agrees that: (i) it has or will read the Representation Letters deliverable to the applicable Tax Advisors in connection with the rendering of the Tax Opinions prior to the date submitted and has or will read any Representation Letter (including any Ruling Request) delivered to any Tax Authority in connection with obtaining any Tax Ruling prior to the date of this Agreement, and (ii) subject to any qualifications therein, all information contained in such Representation Letters and Ruling Requests that concerns or relates to such Party or its Affiliates will be true, correct, and complete.
