Tax Representation Letters. Officers of CEC and CAC shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to CEC, and Skadden, Arps, Slate, Xxxxxxx & Xxxx 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Tax Representation Letters. Officers of CEC and CAC shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to CEC, and Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 Information 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
