Common use of Representation Letters Clause in Contracts

Representation Letters. (a) Company shall (i) use commercially reasonable efforts to obtain the opinion of counsel referred to in Section 5.2(a), and (ii) deliver to BTC Spinco and counsel to Company, a tax representation letter, signed by an officer of Company, in form and substance reasonably acceptable to such counsel and BTC Spinco, containing representations of Company for purposes of rendering the opinion described in Section 5.2(a). (b) BTC Spinco shall (i) use commercially reasonable efforts to obtain the opinion of counsel referred to in Section 5.2(b), and (ii) deliver to Parent and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special tax counsel to BTC Spinco (or other counsel to BTC Spinco), a tax representation letter, signed by an officer of BTC Spinco, in form and substance reasonably acceptable to such counsel and Parent, containing representations of BTC Spinco for purposes of rendering the opinion described in Section 5.2(b).