Tax Opinions/Rulings and Representation Letters. Each of SpinCo and Distributing hereby represents and agrees that (A) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (B) subject to any qualifications therein, all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group is and, to the extent such information relates to future events or circumstances, will be, true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of SpinCo and Parent hereby represents and agrees that (A) it has carefully reviewed or will carefully review the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. Each of Keysight and Agilent hereby represents and agrees that (A) it has examined the Tax Opinions/Rulings and the Representation Letters prior to the date hereof and (B) subject to any qualifications therein, all facts contained in such Tax Opinions/Rulings or Representation Letters that concern or relate to such Company or any member of its Group is and, to the extent such facts relate to future events or circumstances, will be, true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of GCP and Grace hereby represents and agrees that (A) it has read or will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of Corner Store and Valero hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. (a) Each of Freescale and MINC hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any Affiliate of such Company will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. Each of Post and Ralcorp hereby represents and agrees that (a) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (b) subject to any qualifications therein, all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group are and will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. Each of BHS and Brink’s hereby represents and agrees that (i) it has examined the Ruling Documents and the Representation Letters prior to the date hereof and (ii) all information contained in such Ruling Documents or Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.
Tax Opinions/Rulings and Representation Letters. Brighthouse has provided to the Applicable Tax Advisors a form of the applicable Representation Letters (other than the MetLife Officer’s Certificate) in a form acceptable to MetLife and will execute and cause to be delivered to the applicable Tax Advisors the applicable Representation Letters (other than the MetLife Officer’s Certificate) prior to the Distribution and understands that such Representation Letters will be relied upon by the Tax Advisors in rendering the Separation and Distribution Opinions. Brighthouse represents that (i) subject to any qualifications therein which are acceptable to the Tax Advisor, all information contained in Part A of the Brighthouse OC and any other applicable Representation Letter executed and delivered by it is true, correct and complete in all material respects and (ii) it is not aware of any material inaccuracy in either the Representation Letters delivered by MetLife or the Ruling Request.
Tax Opinions/Rulings and Representation Letters. (a) Each of Xxxxxxxx 66 and ConocoPhillips hereby represents and agrees that (i) it has or will read the Representation Letters deliverable to Wachtell, Lipton, Xxxxx & Xxxx in connection with the rendering of the Tax Opinion prior to the date submitted and has or will read the Representation Letters (including the Ruling Request) delivered to the IRS in connection with obtaining the Ruling prior to the date of this Agreement and (ii) subject to any qualifications therein, all information contained in such Representation Letters and Rulings that concerns or relates to such Company or any member of its Group will be true, correct and complete.
