Common use of Tax Representation Letters Clause in Contracts

Tax Representation Letters. Parent shall use its reasonable best efforts to deliver to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Parent (“Parent’s Counsel”), and Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Company (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 Sections 3.26 and 4.26) as shall be reasonably necessary or appropriate to enable the Company’s Counsel to render the opinion described in Section 6.2(d) and Parent’s Counsel to render the opinion described in Section 6.3(d).

Tax Representation Letters. Parent shall use its reasonable best efforts to deliver to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Parent (“Parent’s Counsel”), and Wachtell, Lipton, Xxxxxxxx & Xxxxx & XxxxLLP, counsel to the Company (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 . 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 Sections 3.26 4.29 and 4.265.28) as shall be reasonably necessary or appropriate to enable the Company’s Counsel to render the opinion described in Section 6.2(d7.2(e) and Parent’s Counsel to render the opinion described in Section 6.3(d7.3(e).