Company Tax Representation Letter definition

Company Tax Representation Letter means a tax representation letter in the form to be agreed upon by the Company and Parent and executed by the Company in connection with a request pursuant to ‎Section 8.12(a).
Company Tax Representation Letter means a tax representation letter in the form to be agreed upon by the Company and Parent and executed by the Company in connection with a request pursuant to Section 8.12(a).

Examples of Company Tax Representation Letter in a sentence

  • Neither the Company nor any Company Subsidiary is aware of the existence of any fact, or has taken or agreed to take any action, that would reasonably be expected to (i) prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or (ii) prevent or preclude the Company from delivering the Company Tax Representation Letter to Parent Counsel and Company Counsel in accordance with S ection 6.14(b).

  • As of the date of this Agreement, the Company believes that it will be able to provide the Company Tax Representation Letter at the Closing.

  • In rendering such opinion, Cravath, Swaine & Moore LLP (or, if applicable, another nationally recognized law firm reasonably satisfactory to the Company) may rely upon the Company Tax Representation Letter and the Parent Tax Representation Letter.

  • Neither the Company nor any Company Subsidiary is aware of the existence of any fact, or has taken or agreed to take any action, that would reasonably be expected to (i) prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or (ii) prevent or preclude the Company from delivering the Company Tax Representation Letter to Parent Counsel and Company Counsel in accordance with Section 6.14(b).

  • In rendering such opinion, Proskauer Rose LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter.

  • In rendering such opinion, Wachtell, Lipton, Rosen & Katz may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter.

  • In rendering such opinion, counsel may rely upon the Company Tax Representation Letter, Parent Tax Representation Letter and Merger Sub Tax Representation Letter.

Related to Company Tax Representation Letter

  • Tax Representation Letters has the meaning assigned in Section 5.16(a).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Investment Representation Letter As defined in Section 5.02(b).

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • 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.

  • Tax Representative has the meaning set forth in Section 11.4.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

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

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Accession Letter means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

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

  • Tax Compliance Agreement means the Federal Tax Certificate, Tax Compliance Agreement, Arbitrage Agreement, or other written certification or agreement of the Issuer setting out representations and covenants for satisfying the post-issuance tax compliance requirements for the Tax-Exempt Bonds.

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by the Bank from time to time to confirm the tax status of the Customer or of a Connected Person.

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Tax Regulatory Agreement means the Tax Regulatory Agreement dated as of the date hereof by and among the Company, the Issuer and the Trustee.

  • Termination Letter has the meaning specified in Section 2.17(b).

  • Blanket Issuer Letter of Representations means the Blanket Issuer Letter of Representations between the City, the Registrar and DTC.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Additional Representation has the meaning specified in Section 3.

  • Designation Letter has the meaning specified in Section 2.17(a).

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).