Tax Representation Letters definition

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

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Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

Tax Representation Letters means, collectively, the Tax Representation Letters (Distribution) and the Tax Representation Letters (Merger).

Examples of Tax Representation Letters in a sentence

Officers of Bankshares and ▇▇▇▇▇▇▇ shall execute and deliver to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇▇▇, and to ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, special counsel to Bankshares, Tax Representation Letters in the form agreed to by such law firms at such time or times as may be reasonably requested by such law firms including in connection with the filing of the Form S-4 and counsels’ delivery of the tax opinions required by Section 7.6 hereto.
Buyer Tax Counsel and Company Tax Counsel shall be entitled to rely on the Tax Representation Letters and such reasonably requested information for purposes of rendering any Tax Opinion.
Officers of Bankshares and Norwood shall execute and deliver to Jones Walker LLP, special counsel to Norwood, and to Barley Snyder, LLP, special counsel to Bankshares, Tax Representation Letters in the form agreed to by such law firms at such time or times as may be reasonably requested by such law firms including in connection with the filing of the Form S-4 and counsels’ delivery of the tax opinions required by Section 7.6 hereto.
Each Tax Opinion required by the SEC shall conclude, on the basis of customary representations, assumptions and undertakings set forth or referred to in such Tax Opinion and in the related Tax Representation Letters, the Offer, taken together with the Legal Downstream Merger, the Post-Downstream Merger Share Sale, the Cancellation and the New Topco U.S. Tax Election will qualify as one or more “reorganizations” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder.

More Definitions of Tax Representation Letters

Tax Representation Letters has the meaning set forth in the Merger Agreement.

Tax Representation Letters means the representations provided by Newco and Emerson to the Tax Advisor in connection with the rendering by the Tax Advisor of the Tax Opinion.

Tax Representation Letters means the letters delivered to Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Liberty, and Sherman & Howard L.L.C., tax counsel to the Company, which shall contain representations of Liberty and the Company, as applicable, and shall be signed by a duly authorized officer of Liberty or the Company, as applicable, in each

Tax Representation Letters means (i) the Utah Representation Letter and (ii) Tax representation letters containing customary representations and covenants, substantially in compliance with IRS published advance ruling guidelines, and with customary assumptions, exceptions and modifications thereto, reasonably satisfactory in form and substance to Pluto’s Tax Counsel, executed by Spinco and Pluto.

Tax Representation Letters means the representations provided by Loyalty Ventures and ADS to the Tax Advisor in connection with the rendering by the Tax Advisor of the Tax Opinion.

Tax Representation Letters means Tax representation letters containing normal and customary representations and covenants, with customary assumptions, exceptions and modifications thereto, reasonably satisfactory in form and substance to Parent Tax Counsel, Company Tax Counsel, an Alternative Tax Counsel or an Alternative Separation Opinion Tax Counsel in light of the facts and the conclusions to be reached in the Parent Merger Tax Opinion and the Company RMT Tax Opinions, executed by Parent, SpinCo and the Company, and other parties, if required, as reasonably agreed by the parties hereto.

Tax Representation Letters means the representations provided by each of (i) RGHL (on behalf of itself and the RGHL Group), (ii) RCPI (on behalf of itself and the RCPI Group) and (iii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ (on behalf of himself, PFL and any Affiliate of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ or PFL) to Tax Counsel in connection with the rendering by Tax Counsel of the Tax Opinion.