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 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.
Tax Opinions/Rulings and Representation Letters. (a) Each of SpinCo and Parent hereby represents and agrees that (A) it has carefully reviewed or will carefully review 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.
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.
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.
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 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.
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 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.
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.
