Tax Representation Letter. If the Merger were to become effective as ------------------------- of the date hereof, the Company could execute a Tax Representation Letter substantially in the form of Exhibit F.
Tax Representation Letter. Set forth on Exhibit 5.9 is a copy of the tax representation letter to be addressed by the Parent to DB&S in connection with the issuance of a tax opinion by DB&S.
Tax Representation Letter. The Company shall have executed and ------------------------- delivered to Parent a Tax Representation Letter in substantially the form attached as Exhibit L. ---------
Tax Representation Letter. 29 ARTICLE V -- REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO..................................29 5.1 Corporate Organization and Qualification............................................29 5.2 Capitalization......................................................................30 5.3 Authority Relative to This Agreement................................................30 5.4 Consents and Approvals; No Violation................................................31 5.5 SEC Reports; Financial Statements...................................................32 5.6 Absence of Certain Changes or Events................................................32 5.7 Litigation..........................................................................32 5.8 Insurance...........................................................................32 5.9 Taxes...............................................................................33 5.10 Employee Benefit Plans; Labor Matters...............................................33 5.11 Environmental Laws and Regulations..................................................35 5.12 Compliance with Laws and Orders.....................................................36 5.13 [Intentionally Deleted.............................................................36 5.14
Tax Representation Letter. If the Merger were to become effective as ------------------------- of the date hereof, Parent could execute a Tax Representation Letter substantially in the form of Exhibit G.
Tax Representation Letter. 38 ARTICLE VI -- ADDITIONAL COVENANTS AND AGREEMENTS.................................................38 6.1 Conduct of Business of the Company..................................................38 6.2 Conduct of Business of Parent.......................................................40 6.3
Tax Representation Letter. 43 5.10 FULL DISCLOSURE..............................................................43 5.11
Tax Representation Letter. As soon as practicable after the execution of this Agreement, the Company shall deliver to Coolxx Xxxward LLP and Palmxx & Xodge LLP, tax representation letters in customary form (which will be used and relied upon in connection with the legal opinions contemplated by Section 7.9 and Section 8.9) and the Company shall use its best efforts to obtain and deliver to Parent, Continuity of Interest Certificates signed by each shareholder of the Company, each of which shall be in such customary form as is reasonably required by each of Coolxx Xxxward LLP and Palmxx & Xodge LLP.
Tax Representation Letter. Northern Orion shall use its commercially reasonable best efforts to provide U.S. tax counsel to Northern Orion such customary representation letters, certificates and other documents that such firm shall reasonably request in connection with preparing a discussion of U.S. federal income tax consequences to U.S. shareholders of Northern Orion to be included in the Northern Orion Proxy Circular.
Tax Representation Letter. The Company shall deliver to Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (or other counsel to the Company) a tax representation letter, dated as of the Closing Date and signed by an officer of the Company, in form and substance reasonably acceptable to such counsel, containing representations of the Company for purposes of rendering the opinion described in Section 8.2(e).
