Common use of Tax Representation Letters Clause in Contracts

Tax Representation Letters. The Company shall use its reasonable best efforts to deliver to Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP a “Tax Representation Letter,” dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company, and Parent shall use its reasonable best efforts to deliver to Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP 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 Wachtell, Lipton, Xxxxx & Xxxx to render the opinion described in Section 6.3(d) of this Agreement and Xxxxxx & Xxxxxxx LLP to render the opinion described in Section 6.2(d) of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Washington Group International Inc)

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Tax Representation Letters. The Company shall use its reasonable best efforts to deliver to WachtellXxxxxx, Lipton, Xxxxxxx & Xxxxxx LLP and to Xxxx Xxxxxxxx Xxxxx Xxx & Xxxx and Xxxxxx & Xxxxxxx LLP Xxxxxxxx a "Tax Representation Letter," dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company, and Parent shall use its reasonable best efforts to deliver to WachtellXxxxxx, Lipton, Xxxxxxx & Xxxxxx LLP and to Xxxx Xxxxxxxx Xxxxx Xxx & Xxxx and Xxxxxx & Xxxxxxx LLP Xxxxxxxx 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 WachtellXxxxxx, Lipton, Xxxxx Xxxxxxx & Xxxx Xxxxxx LLP to render the opinion described in Section 6.3(d) of this Agreement and Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxx & Xxxxxxx LLP Xxxxxxxx to render the opinion described in Section 6.2(d6.2(e) of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internap Network Services Corp)

Tax Representation Letters. The Company shall use its reasonable best efforts to deliver to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP a "Tax Representation Letter," dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company, and Parent shall use its reasonable best efforts to deliver to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx to render the opinion described in Section 6.3(d) of this Agreement and Wachtell, Lipton, Xxxxx & Xxxx to render the opinion described in Section 6.3(d) of this Agreement and Xxxxxx & Xxxxxxx LLP to render the opinion described in Section 6.2(d) of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Knight Ridder Inc)

Tax Representation Letters. The Company shall use its reasonable best efforts to deliver to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP a “Tax Representation Letter,” dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company, and Parent shall use its reasonable best efforts to deliver to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx LLP 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx to render the opinion described in Section 6.3(d) of this Agreement and Wachtell, Lipton, Xxxxx & Xxxx to render the opinion described in Section 6.3(d) of this Agreement and Xxxxxx & Xxxxxxx LLP to render the opinion described in Section 6.2(d) of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McClatchy Co)

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Tax Representation Letters. The Company shall use its reasonable best efforts to deliver to Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx and Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP a “Tax Representation Letter,” dated as of the Closing Date and signed by an officer of the Company, containing representations of the Company, and Parent shall use its reasonable best efforts to deliver to Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx and Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP 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 Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx to render the opinion described in Section 6.3(d) of this Agreement and Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP to render the opinion described in Section 6.2(d) of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Urs Corp /New/)

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