Examples of Parent Tax Counsel in a sentence
The tax representations letters described in clause (iii) and (iv) above shall also be provided to Parent, and for purposes of the opinion required by Section 7.2(f), Parent may rely on the representation letter provided pursuant to clause (iii) above in connection with making the representations in the tax representation letter provided to Parent Tax Counsel for purposes of the opinion to be issued pursuant to Section 7.2(f).
Parent shall have received a written opinion from Parent Tax Counsel, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
In rendering the opinion described in this Section 7.2(d), Parent Tax Counsel shall be entitled to rely upon the Parent Tax Certificate and the Company Tax Certificate and such other information as Parent Tax Counsel reasonably deems relevant.
Each of the Company, Parent, and Merger Sub shall deliver to Company Tax Counsel and Parent Tax Counsel for purposes of the Tax Opinions customary representations, assumptions and undertakings, substantially in the forms attached as exhibits hereto (the “Tax Representation Letters”), with such changes as may be necessary to take into account any change in applicable Law or fact after the date hereof.
In connection with the satisfaction of the condition set forth in Section 7.2(e), Parent agrees that if Parent receives a Parent Change in Law Opinion from Parent Tax Counsel, it shall use reasonable best efforts to obtain a Merger Tax Opinion from alternative tax counsel of similar standing.