Acquiror Closing Tax Certificate definition

Acquiror Closing Tax Certificate means the tax representation letter in substantially the form set forth on Exhibit I and dated as of the date of the Closing Tax Opinion.
Sample 1Sample 2
Acquiror Closing Tax Certificate means the tax representation letter in substantially the form set forth onExhibit I and dated as of the date of the Closing Tax Opinion.
Sample 1

Examples of Acquiror Closing Tax Certificate in a sentence

  • In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Acquiror, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such legal counsel, including the Acquiror Closing Tax Certificate and the Company Closing Tax Certificate.

  • In rendering such opinion, legal counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of Acquiror, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such legal counsel, including the Acquiror Closing Tax Certificate and the Company Closing Tax Certificate.

Related to Acquiror Closing Tax Certificate

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • First Closing has the meaning set forth in Section 2.1(a).