Common use of Tax Representation Letters Clause in Contracts

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 Xxxxxxx Procter LLP, counsel to the Company, and Xxxxxx & Xxxxxxx 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 Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx 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, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx 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 Xxxxxxxx, Lipton, Xxxxx & Xxxx 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 Xxxxxxx 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).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter Xxxxxxxx Xxxxx LLP, counsel to the Company, and Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e)Company Parties, containing customary representations of the Company for purposes of rendering Parties as shall be reasonably necessary or appropriate to enable Xxxxxxxx Xxxxx LLP and Xxxxxx & Xxxxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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 Wachtell, Lipton, Xxxxx Xxxxxx & XxxxXxxxxxx LLP, counsel to Parent, and Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company, in form and substance reasonably acceptable to such counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxXxxxxx & Xxxxxxx LLP, Liptonor other counsel described in Section 8.2(e), Xxxxx & Xxxx to render an opinion on the Closing Dateeffective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Xxxxx Lovells US LLP, as of or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Datedate of the Company Merger Effective Time, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter LLPKing & Spalding LLP (“Company Counsel”), counsel to the Company, and Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLPXxxx LLP (“Parent Counsel”), counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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 CompanyCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Company counsel or Parent Counsel (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in form Section 8.2(c) and substance reasonably satisfactory 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 Xxxxxxx Procter LLP Company Counsel, Parent Counsel or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx 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, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx 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 date of the Company Merger Effective Time (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 counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxCompany Counsel, Liptonor other counsel described in Section 8.2(e), Xxxxx & Xxxx 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 Xxxxxxx Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) Company Merger Effective Time (and, if required, as of the effective date of the Form S-4), , as described in Section 8.2(e), and Parent Counsel, or other counsel described in Section 8.3(e), to render an opinion on the date of the Company Merger Effective Time (and, if required, as of the effective date of the Form S-4), as described in Section 8.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use its their commercially reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter LLP, counsel to the Company, and Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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 CompanyCompany Parties, and in form and substance as previously provided by such counsel and reasonably satisfactory 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 Xxxxxxx Procter LLP or Xxxxx Xxxxx LLP, or such other counsel described in Section 8.2(e8.2(c) and Section 8.3(d), and shall be reasonably acceptable to Xxxxxx & Xxxxxxx LLP and approved by Parent and the Company, respectively (in either case, which approval shall not be unreasonably conditioned, withheld or other counsel described in Section 8.3(edelayed), containing customary representations of the Company Parties for purposes of rendering the opinions described in Section 8.2(e8.2(c) and Section 8.3(e) 8.3(d), and (iii) deliver to Wachtell, Lipton, Xxxxx & XxxxXxxxx LLP, counsel to Parent, and Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the Closing Date, respectively, and signed by an officer of the CompanyCompany Parties, in form and substance reasonably acceptable as shall be mutually agreeable to such counselthe Company and Parent, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxXxxxx Xxxxx LLP, Liptonor other counsel described in Section 8.2(e), Xxxxx & Xxxx to render an opinion on the effective date of the Form S-4 and on the Closing Date, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Xxxxxxx Procter LLP, as of or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Date, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter LLPCozen O’Xxxxxx P.C., counsel to the Company, and Xxxxxx & Xxxxxxx Mxxxx Xxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e)Company Parties, containing customary representations of the Company for purposes of rendering Parties as shall be reasonably necessary or appropriate to enable Cozen O’Xxxxxx P.C. or Mxxxx Xxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(e8.2(c) and Section 8.3(e8.3(d), respectively, on the date of the Topco Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, counsel to Parent, and Xxxxxxx Procter Mxxxxx, Xxxxx & Bockius LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the date of the Topco Merger Effective Time, respectively, and signed by an officer of the Company, in form and substance reasonably acceptable to such counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxWachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx, or other counsel described in Section 8.2(e), to render an opinion on the Closing Dateeffective date of the Form S-4 and on the date of the Topco Merger Effective Time, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Mxxxxx, as of Xxxxx & Bockius LLP, or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Datedate of the Topco Merger Effective Time, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company shall (i1) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii2) deliver to Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, and Xxxxxx Xxxxx & Xxxxxxx 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 Xxxxxxx Procter Xxxxx Lovells US LLP or other counsel described in Section 8.2(e) and to Xxxxxx Parent, containing representations of Company as shall be reasonably necessary or appropriate to enable Xxxxx Lovells US LLP and Xxxxx & Xxxxxxx LLP (or such 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), respectively) to render the opinion described in Section 8.2(e) and Section 8.3(e), respectively, and (iii3) deliver to Wachtell, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, a tax representation lettersletter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) 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 XxxxxxxxWachtell, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) Date (and, if required, as of on the effective date of the Form S-4) ), as described in Section 8.2(f), and Xxxxxxx Procter Hogan Lovells US LLP to render an opinion on the Closing Date, as described in Section 8.3(f) Date (and, if required, as of on the effective date of the Form S-4), as described in Section 8.3(f).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter Axxxxx & Bird LLP, counsel to the Company, and Xxxxxx & Xxxxxxx Mxxxx Xxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e)Company Parties, containing customary representations of the Company for purposes of rendering Parties as shall be reasonably necessary or appropriate to enable Axxxxx & Bird LLP or Mxxxx Xxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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 Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, counsel to Parent, and Xxxxxxx Procter Hxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company, in form and substance reasonably acceptable to such counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxWachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx, or other counsel described in Section 8.2(e), to render an opinion on the Closing Dateeffective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Hxxxx Lovells US LLP, as of or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Datedate of the Company Merger Effective Time, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter Xxxxxx & Bird LLP, counsel to the Company, and Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e)Company Parties, containing customary representations of the Company for purposes of rendering Parties as shall be reasonably necessary or appropriate to enable Xxxxxx & Bird LLP or Xxxxx Xxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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 Wachtell, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company, in form and substance reasonably acceptable to such counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxWachtell, Lipton, Xxxxx & Xxxx Xxxx, or other counsel described in Section 8.2(e), to render an opinion on the Closing Dateeffective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Xxxxx Lovells US LLP, as of or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Datedate of the Company Merger Effective Time, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company Parties shall (i) use its their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinion opinions of counsel referred to in Section 8.2(e8.2(c) and Section 8.3(f8.3(e), (ii) deliver to Xxxxxxx Procter LLPCozen X’Xxxxxx P.C., counsel to the Company, and Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e8.2(c) and Section 8.3(e8.3(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, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e)Company Parties, containing customary representations of the Company for purposes of rendering Parties as shall be reasonably necessary or appropriate to enable Cozen X’Xxxxxx P.C. or Xxxxx Xxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(e8.2(c) and Section 8.3(e8.3(d), respectively, on the date of the Topco Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Wachtell, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter Xxxxxx, Xxxxx & Bockius LLP, counsel to the Company, or other counsel described in Section 8.2(f8.2(e) and Section 8.3(f8.3(e), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4)S-4 and the date of the Topco Merger Effective Time, respectively, and signed by an officer of the Company, in form and substance reasonably acceptable to such counselCompany Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable XxxxxxxxWachtell, Lipton, Xxxxx & Xxxx Xxxx, or other counsel described in Section 8.2(e), to render an opinion on the Closing Dateeffective date of the Form S-4 and on the date of the Topco Merger Effective Time, respectively, as described in Section 8.2(f) (and8.2(e), if requiredand Xxxxxx, as of Xxxxx & Bockius LLP, or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4) S-4 and Xxxxxxx Procter LLP to render an opinion on the Closing Datedate of the Topco Merger Effective Time, respectively, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-48.3(e).

Tax Representation Letters. (a) The Company shall (i1) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii2) deliver to Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, and Xxxxxx Xxxxx & Xxxxxxx 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 Xxxxxxx Procter Xxxxx Lovells US LLP or other counsel described in Section 8.2(e) and to Xxxxxx Parent, containing representations of Company as shall be reasonably necessary or appropriate to enable Hogan Lovells US LLP and Xxxxx & Xxxxxxx LLP (or such 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), respectively) to render the opinion described in Section 8.2(e) and Section 8.3(e), respectively, and (iii3) deliver to WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter Xxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, a tax representation lettersletter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) 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 Xxxxxxxx, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) Date (and, if required, as of on the effective date of the Form S-4) ), as described in Section 8.2(f), and Xxxxxxx Procter Xxxxx Lovells US LLP to render an opinion on the Closing Date, as described in Section 8.3(f) Date (and, if required, as of on the effective date of the Form S-4), as described in Section 8.3(f).