Tax Representation Letters Sample Clauses
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Tax Representation Letters. (a) Company shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii) deliver to ▇▇▇▇▇▇▇ Procter LLP, counsel to Company, and ▇▇▇▇▇ Lovells US LLP, counsel to Parent, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the Closing Date, signed by an officer of Company, and in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ Procter LLP or other counsel described in Section 8.2(e) and to Parent (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent prior to the date of this Agreement is and will be in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ Procter LLP and to Parent subject to reasonable changes to take into account changes in fact or law), containing representations of Company for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e), and (iii) deliver to ▇▇▇▇▇ Lovells US LLP, counsel to Parent, and ▇▇▇▇▇▇▇ Procter LLP, counsel to Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of Company, in form and substance reasonably acceptable to such counsel, containing representations of Company as shall be necessary or appropriate to enable ▇▇▇▇▇ Lovells US LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 8.2(f), respectively, and ▇▇▇▇▇▇▇ Procter LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 8.3(f), respectively.
(b) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel referred to in Section 8.2(f) and Section 8.3(e), (ii) deliver to ▇▇▇▇▇ Lovells US LLP, counsel to Parent, or other counsel described in Section 8.3(e), tax representation letters, dated as of the Closing Date, signed by an officer of Company, and in form and substance reasonably satisfactory to ▇▇▇▇▇ Lovells US LLP or other counsel described in Section 8.2(f) and to Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent prior to the date of this Agreement is and will be in form and substance reasonably satisfactory ...
Tax Representation Letters. Officers of Purchaser and Company shall execute and deliver to Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, tax counsel to Purchaser, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, tax counsel to Company, “Tax Representation Letters” substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Form S-4 have been filed with the SEC and at the Effective Time, in connection with such tax counsels’ delivery of opinions pursuant to Section 7.2(d) and Section 7.3(c).
Tax Representation Letters. Parent shall use its reasonable best efforts to deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Parent (collectively “Parent’s Counsel”), and ▇▇▇▇▇▇▇ & Holland LLP and ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to the Company (collectively the “Company’s Counsel”), a “Tax Representation Letter,” dated as of the Closing Date (and, if requested, dated as of the date the Form S-4 shall have been declared effective by the SEC) and signed by an officer of Parent and Merger Sub, containing representations of Parent and Merger Sub, and the Company shall use its reasonable best efforts to deliver to Parent’s Counsel and the Company’s Counsel a “Tax Representation Letter,” dated as of the Closing Date (and, if requested, dated as of the date the Form S-4 shall have been declared effective by the SEC) and signed by an officer of the Company, containing representations of the Company, in each case (notwithstanding Section 3.24 and Section 4.23) as shall be reasonably necessary or appropriate to enable the Company’s Counsel to render the opinions described in Section 6.2(f) and Parent’s Counsel to render the opinions described in Section 6.2(e).
Tax Representation Letters. (a) Officers of FNB and HBI shall execute and deliver to ▇▇▇▇ ▇▇▇▇▇ LLP, tax counsel to FNB, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough, LLP, tax counsel to HBI, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
(b) FNB and HBI shall each use its respective reasonable best efforts to cause the Merger to qualify for the Intended Tax Treatment, including (i) not taking any action that such party knows would reasonably be likely to prevent such qualification and (ii) considering and negotiating in good faith such amendments to this Agreement as may be reasonably required in order to obtain such qualification (it being understood that no party will be required to agree to any such amendment). For U.S. federal income tax purposes, FNB and HBI shall each report the Merger in a manner consistent with such qualification.
(c) FNB and HBI shall each use its reasonable best efforts to obtain the Tax opinions described in Sections 7.2(d) and 7.3(d), including by causing its officers to execute and deliver Tax Representation Letters to the law firms delivering such Tax opinions at such time or times as may reasonably be requested by such law firms. FNB and HBI shall each use its reasonable best efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations included in the certificates described in this Section 6.13.
Tax Representation Letters. (a) The Company shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii) deliver to ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Parent, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of the Company, and in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ Procter LLP or other counsel described in Section 8.2(e) and to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other counsel described in Section 8.3(e), containing customary representations of the Company for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) and (iii) deliver to Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel to Parent, and ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), and signed by an officer of the Company, in form and substance reasonably acceptable to such counsel, containing customary representations of the Company as shall be reasonably necessary or appropriate to enable ▇▇▇▇▇▇▇▇, Lipton, ▇▇▇▇▇ & ▇▇▇▇ to render an opinion on the Closing Date, as described in Section 8.2(f) (and, if required, as of the effective date of the Form S-4) and ▇▇▇▇▇▇▇ Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-4).
(b) Parent shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.3(e) and Section 8.2(f), (ii) deliver to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Parent, or other counsel described in Section 8.3(e), tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, and in form and substance reasonably satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other counsel described in Section 8.3(e) and to the Company, containing customary representations of Parent for purposes of rendering the opinion described in Section 8.3(e) and (iii) deliver to ▇▇▇▇▇▇▇▇, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel to Parent, and ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), resp...
Tax Representation Letters. Prior to the Effective Time (or at such other times as requested by counsel), each of FSIC and CCT shall execute and deliver to Dechert LLP tax representation letters (which will be used in connection with the tax opinions contemplated by Sections 8.2(e) and 8.3(e)) in form and substance as set forth in Exhibits A and B.
Tax Representation Letters. (a) Parent shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 7.2(d), and (ii) deliver to ▇▇▇▇▇▇ & Bird LLP, counsel to Parent, and ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to Company, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of Parent, in form and substance reasonably acceptable to such counsel, containing representations of Parent as shall be reasonably necessary or appropriate to enable ▇▇▇▇▇▇ & Bird LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 7.2(d), respectively, and ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 7.3(d), respectively.
(b) Company shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 7.3(d), and (ii) deliver to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to Company, and ▇▇▇▇▇▇ & Bird LLP, counsel to Parent, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of Company, in form and substance reasonably acceptable to such counsel, containing representations of Company as shall be reasonably necessary or appropriate to enable ▇▇▇▇▇▇ & Bird LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 7.2(d), respectively, and ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 7.3(d), respectively.
Tax Representation Letters. Prior to the Effective Time (or at such other times as requested by counsel), each of the Acquiror and the Company shall execute and deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP tax representation letters (which will be used in connection with the tax opinions contemplated by Sections 8.2(e) and 8.3(e)).
Tax Representation Letters. Company shall use its reasonable best efforts to deliver to M▇▇▇▇▇, M▇▇▇▇▇▇ & M▇▇▇▇▇ LLP and to P▇▇▇ W▇▇▇▇▇▇▇ B▇▇▇▇ G▇▇ & L▇▇▇▇▇▇▇ a "Tax Representation Letter," dated as of the Closing Date and signed by an officer of Company, containing representations of Company, and Parent shall use its reasonable best efforts to deliver to M▇▇▇▇▇, M▇▇▇▇▇▇ & M▇▇▇▇▇ LLP and to P▇▇▇ W▇▇▇▇▇▇▇ B▇▇▇▇ G▇▇ & L▇▇▇▇▇▇▇ a "Tax Representation Letter," dated as of the Closing Date and signed by an officer of Parent, containing representations of Parent, in each case as shall be reasonably necessary or appropriate to enable M▇▇▇▇▇, M▇▇▇▇▇▇ & M▇▇▇▇▇ LLP to render the opinion described in Section 6.3(d) of this Agreement and P▇▇▇ W▇▇▇▇▇▇▇ B▇▇▇▇ G▇▇ & L▇▇▇▇▇▇▇ to render the opinion described in Section 6.2(e) of this Agreement.
Tax Representation Letters. Officers of CEC and CAC shall execute and deliver to ▇▇▇▇ ▇▇▇▇▇ LLP, tax counsel to CEC, and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel to CAC, tax representation letters or certificates of such officers (“Tax Representation Letters”) substantially in the form agreed to by the Parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Joint Proxy Statement/Prospectus is declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Sections 6.2(c) and 6.3(c) of this Agreement.