Common use of Tax Representation Letters Clause in Contracts

Tax Representation Letters. (a) The Company Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d) and Section 8.3(e), (ii) deliver to Bxxxx & MxXxxxxx LLP, counsel to the Company, and Lxxxxx & Wxxxxxx LLP, counsel to Parent, respectively, a tax representation letter, 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 Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx LLP, counsel to Parent, and Bxxxx & MxXxxxxx LLP, counsel to the Company, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Post Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d) Post 368 Opinion and Section 8.3(e)the Post REIT Opinions, (ii) (A) deliver to Bxxxx King & MxXxxxxx Spalding LLP, counsel to Post, or other counsel described in Section 8.2(e), a tax representation letter, dated as of the Companyeffective date of the Form S-4 (as relevant) and the Closing Date and signed by an officer of Post and Post LP, in form and substance as set forth in Exhibit C-1, containing representations of the Post Parties for purposes of rendering the Post REIT Opinions (and any similar opinion dated as of the effective date of the Form S-4), and Lxxxxx (B) deliver to Bass, Xxxxx & Wxxxxxx LLPXxxx PLC, counsel to ParentMAA, respectivelyor other counsel described in Section 8.3(e), a tax representation letter, 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 PartiesPost and Post LP, in form and substance as set forth on Exhibit C-2, containing customary representations of the Company Post Parties for purposes of rendering the MAA REIT Opinion, which such representations in Exhibits C-1 and C-2 shall be subject to such changes or modifications from the language set forth on such exhibit as may be deemed necessary or appropriate by King & Spalding LLP (or such Post counsel rendering such opinion) or Bass, Xxxxx & Xxxx PLC (or such other MAA counsel rendering such opinion) and shall be reasonably necessary acceptable to and approved by MAA, in the case of Exhibit C-1, and Post, in the case of Exhibit C-2 (in either case, which approval shall not be unreasonably conditioned, withheld or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(ddelayed), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx Xxxxxxx Procter LLP, counsel to ParentMAA, and Bxxxx King & MxXxxxxx Spalding LLP, counsel to the CompanyPost, 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 date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company PartiesPost and Post LP, in form and substance as shall be mutually agreeable to Post and MAA, containing customary representations of the Company Post Parties as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx Xxxxxxx Procter LLP to render an opinion the MAA 368 Opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.2(e), and Bxxxx King & MxXxxxxx Spalding LLP to render an opinion the Post 368 Opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Colonial Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d8.2(e) and Section 8.3(e8.3(f), (ii) deliver to Bxxxx & MxXxxxxx Xxxxx Lovells US LLP, counsel to the CompanyColonial, and Lxxxxx Baker, Donelson, Bearman, Xxxxxxxx & Wxxxxxx LLPXxxxxxxxx, PC, counsel to ParentMAA, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the effective date of the Form S-4 (as relevant) and the Closing Date and signed by an officer of Colonial and Colonial LP, in form and substance as set forth in Exhibit F, which such representations shall be subject to such changes or modifications from the language set forth on such exhibit as may be deemed necessary or appropriate by Xxxxx Lovells US LLP (andor such Colonial counsel rendering such opinion) or Baker, if requiredDonelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC (or such other MAA counsel rendering such opinion) and shall be reasonably acceptable to and approved by MAA or Colonial, respectively (in either case, which approval shall not be unreasonably conditioned, withheld or delayed), containing representations of the Colonial Parties for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) (and any similar opinion dated as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx Xxxxxxx Procter LLP, counsel to ParentMAA, and Bxxxx & MxXxxxxx Xxxxx Lovells US LLP, counsel to the CompanyColonial, 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 date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company PartiesColonial and Colonial LP, in form and substance as shall be mutually agreeable to Colonial and MAA, containing customary representations of the Company Colonial Parties as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx Xxxxxxx Procter LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectivelyClosing Date, as described in Section 8.2(e8.2(f), respectively, and Bxxxx & MxXxxxxx Xxxxx Lovells US, LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectivelyClosing Date, as described in Section 8.3(e8.3(f), respectively.

Tax Representation Letters. (a) The Company ARPI Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d8.2(e) and Section 8.3(e8.3(f), (ii) deliver to Bxxxx Hunton & MxXxxxxx Xxxxxxxx LLP, counsel to the CompanyARPI, and Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentAMH, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the effective date of the Form S-4 (as relevant) and the Closing Date and signed by an officer of ARPI for itself and for ARP GP, as general partner of ARP OP, in form and substance as set forth in Exhibit B, which representations shall be subject to such changes or modifications from the language set forth on such exhibit as may be deemed necessary or appropriate by Hunton & Xxxxxxxx LLP or Xxxxx Lovells US LLP and shall be reasonably acceptable to and approved by AMH (andwhich approval shall not be unreasonably conditioned, if requiredwithheld or delayed), containing representations of the ARPI Parties for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) (and any similar opinion dated as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentAMH, and Bxxxx Hunton & MxXxxxxx Xxxxxxxx LLP, counsel to the CompanyARPI, or other counsel described in Section 8.3(f), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company PartiesARPI for itself and for ARP GP, as general partner of ARP OP, in form and substance as shall be mutually agreeable to ARPI and AMH, containing customary representations of the Company ARPI Parties as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectivelyClosing Date, as described in Section 8.2(e8.2(f), respectively, and Bxxxx Hunton & MxXxxxxx Xxxxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectivelyClosing Date, as described in Section 8.3(e8.3(f), respectively.

Tax Representation Letters. (a) The Company Parties shall (i) use their commercially reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d8.2(c) and Section 8.3(e), (ii) deliver to Bxxxx & MxXxxxxx Gxxxxxx Procter LLP, counsel to the Company, and Lxxxxx Mxxxxxxx & Wxxxxxx Fxxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(c) and Section 8.3(d), respectively, a tax representation letter, 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 Partiesand the Partnership, containing customary in form and substance as previously provided by such counsel and reasonably acceptable to such counsel, which such representations of the Company Parties as shall be reasonably subject to such changes and modifications from the language previously provided as may be deemed necessary or appropriate to enable Bxxxx by Gxxxxxx Procter LLP or Mxxxxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx Fxxxxxxx LLP, respectively, to render the opinions or such other counsel described in Section 8.2(d8.2(c) and Section 8.3(d), respectivelyand shall be reasonably acceptable to and approved by Parent and the Company, on the date respectively (in either case, which approval shall not be unreasonably conditioned, withheld or delayed), containing representations of the Company Merger Effective Time (andParties for purposes of rendering the opinions described in Section 8.2(c) and Section 8.3(d), if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx Mxxxxxxx & Wxxxxxx Fxxxxxxx LLP, counsel to Parent, and Bxxxx & MxXxxxxx Gxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company Partiesand the Partnership, in form and substance as shall be mutually agreeable to the Company and Parent, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Lxxxxx Mxxxxxxx & Wxxxxxx Fxxxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx Gxxxxxx Procter LLP to render an opinion on the effective date of the Form S-4 S‑4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use their its reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions opinion of counsel referred to in Section 8.2(d) and Section 8.3(e8.2(e), (ii) deliver to Bxxxx & MxXxxxxx LLPPolsinelli PC, counsel to the Company, and Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentPark, 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) and signed by an officer of each of the Company, the Company PartiesOP, RP Holdings Trust, and CHSP DC Holding Trust in form and substance as previously provided by such counsel and reasonably acceptable to such counsel, which such representations shall be subject to such changes and modifications from the language previously provided as may be deemed necessary or appropriate by Polsinelli PC or Xxxxx Lovells US LLP, or such other counsel described in Section 8.2(e) and Section 8.3(e), and shall be reasonably acceptable to and approved by Park and the Company, respectively (in either case, which approval shall not be unreasonably conditioned, withheld or delayed), containing customary representations of the Company Parties as shall be reasonably necessary and the Company OP or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render purposes of rendering the opinions described in Section 8.2(d8.2(e) and Section 8.3(d8.3(e), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentPark, and Bxxxx & MxXxxxxx LLPXxxxxxxxxx PC, counsel to the Company, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company Partiesand the Company OP, in form and substance as shall be mutually agreeable to the Company and Park, containing customary representations of the Company Parties and the Company OP as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx LLP Xxxxxxxxxx PC, or other counsel described in Section 8.2(e), to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Parties Starwood Waypoint shall (i) use their its reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to described in Section 8.2(d7.2(e) and Section 8.3(e7.3(f), (ii) deliver to Bxxxx & MxXxxxxx Sidley Austin LLP, or such other counsel to the Companyas applicable, and Lxxxxx & Wxxxxxx LLP, counsel to Parent, respectively, a tax representation letteran officer’s certificate, 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 PartiesStarwood Waypoint, containing customary representations of the Company Parties Starwood Waypoint as shall be reasonably necessary or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx Sidley Austin LLP, respectivelyor such other counsel, as applicable, to render the opinions opinion described in Section 8.2(d7.2(e) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time Closing Date (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx LLP, counsel to Parent, and Bxxxx & MxXxxxxx LLP, counsel to the Company, respectively, tax representation letters, dated as of the effective date of the Form S-4 S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (each, a “Starwood Waypoint REIT Tax Representation Letter”), and (iii) deliver to Sidley Austin LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, or such other counsel, as applicable, officer’s certificates, dated as of the Closing Date (and, if required, as of the effective date of the Company Merger Effective TimeForm S-4), respectivelysubstantially in the form set forth in Section 6.16(a) of the Starwood Waypoint Disclosure Letter, and signed by an officer of the Company PartiesStarwood Waypoint (each, a “Starwood Waypoint Reorganization Tax Representation Letter”), containing customary representations of the Company Parties Starwood Waypoint as shall be reasonably necessary or appropriate to enable Lxxxxx Sidley Austin LLP and Xxxxxxx Xxxxxxx & Wxxxxxx LLP Xxxxxxxx LLP, or such other counsel, as applicable, to render an opinion the opinions described in Section 7.3(f) and Section 7.2(f), respectively, on the Closing Date (and if required, as of the effective date of the Form S-4 and on S-4, satisfying the date requirements of Item 601 of Regulation S-K under the Company Merger Effective Time, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(eSecurities Act).

Tax Representation Letters. (a) The Company Parties shall (i) use their commercially reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d8.2(c) and Section 8.3(e), (ii) deliver to Bxxxx & MxXxxxxx Xxxxxxx Procter LLP, counsel to the Company, and Lxxxxx Xxxxxxxx & Wxxxxxx Xxxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(c) and Section 8.3(d), respectively, a tax representation letter, 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 Partiesand the Partnership, containing customary in form and substance as previously provided by such counsel and reasonably acceptable to such counsel, which such representations of the Company Parties as shall be reasonably subject to such changes and modifications from the language previously provided as may be deemed necessary or appropriate to enable Bxxxx by Xxxxxxx Procter LLP or Xxxxxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx Xxxxxxxx LLP, respectively, to render the opinions or such other counsel described in Section 8.2(d8.2(c) and Section 8.3(d), respectivelyand shall be reasonably acceptable to and approved by Parent and the Company, on the date respectively (in either case, which approval shall not be unreasonably conditioned, withheld or delayed), containing representations of the Company Merger Effective Time (andParties for purposes of rendering the opinions described in Section 8.2(c) and Section 8.3(d), if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx Xxxxxxxx & Wxxxxxx Xxxxxxxx LLP, counsel to Parent, and Bxxxx & MxXxxxxx Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company Partiesand the Partnership, in form and substance as shall be mutually agreeable to the Company and Parent containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Lxxxxx Xxxxxxxx & Wxxxxxx Xxxxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx Xxxxxxx Procter LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use their its reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions opinion of counsel referred to in Section 8.2(d) and Section 8.3(e8.2(e), (ii) deliver to Bxxxx & MxXxxxxx LLPXxxxxxxxxx PC, counsel to the Company, and Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentPark, 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) and signed by an officer of each of the Company, the Company PartiesOP, RP Holdings Trust, and CHSP DC Holding Trust in form and substance as previously provided by such counsel and reasonably acceptable to such counsel, which such representations shall be subject to such changes and modifications from the language previously provided as may be deemed necessary or appropriate by Xxxxxxxxxx PC or Xxxxx Lovells US LLP, or such other counsel described in Section 8.2(e) and Section 8.3(e), and shall be reasonably acceptable to and approved by Park and the Company, respectively (in either case, which approval shall not be unreasonably conditioned, withheld or delayed), containing customary representations of the Company Parties as shall be reasonably necessary and the Company OP or appropriate to enable Bxxxx & MxXxxxxx LLP and Lxxxxx & Wxxxxxx LLP, respectively, to render purposes of rendering the opinions described in Section 8.2(d8.2(e) and Section 8.3(d8.3(e), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Lxxxxx & Wxxxxxx Xxxxx Lovells US LLP, counsel to ParentPark, and Bxxxx & MxXxxxxx LLPPolsinelli PC, counsel to the Company, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective TimeClosing Date, respectively, and signed by an officer of the Company Partiesand the Company OP, in form and substance as shall be mutually agreeable to the Company and Park, containing customary representations of the Company Parties and the Company OP as shall be reasonably necessary or appropriate to enable Lxxxxx & Wxxxxxx LLP Polsinelli PC, or other counsel described in Section 8.2(e), to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective TimeClosing Date, respectively, as described in Section 8.2(e), and Bxxxx & MxXxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e).