Company Closing Tax Certificate definition

Company Closing Tax Certificate means the Company Base Structure Closing Tax Certificate or in the event the Parties choose to consummate the Second Merger as set forth in Section 7.19, the Company Alternative Structure Closing Tax Certificate.
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Company 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
Company 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 Company 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 Company Closing Tax Certificate

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

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

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

  • 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.

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

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

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

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

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

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

  • 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.

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

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

  • 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.

  • Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).

  • Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.

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

  • 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.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

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

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

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

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

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