Tax Representation Letter. If the Merger were to become effective as ------------------------- of the date hereof, the Company could execute a Tax Representation Letter substantially in the form of Exhibit F.
Tax Representation Letter. Set forth on Exhibit 5.9 is a copy of the tax representation letter to be addressed by the Parent to S&F in connection with the issuance of a tax opinion by S&F.
Tax Representation Letter. The Company shall have executed and ------------------------- delivered to Parent a Tax Representation Letter in substantially the form attached as Exhibit L. ---------
Tax Representation Letter. 28 ARTICLE V -- REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO............................................. 28 5.1 Corporate Organization and Qualification.................................................. 28 5.2 Capitalization............................................................................ 28 5.3 Authority Relative to This Agreement...................................................... 29 5.4 Consents and Approvals; No Violation...................................................... 29 5.5 SEC Reports; Financial Statements......................................................... 30 5.6 Absence of Certain Changes or Events...................................................... 31 5.7 Litigation................................................................................ 31 5.8 Insurance................................................................................. 31 5.9 Taxes..................................................................................... 31 5.10 Employee Benefit Plans; Labor Matters..................................................... 32 5.11 Environmental Laws and Regulations........................................................ 34 5.12 Compliance with Laws and Orders........................................................... 34 5.13
Tax Representation Letter. If the Merger were to become effective as ------------------------- of the date hereof, Parent could execute a Tax Representation Letter substantially in the form of Exhibit G.
Tax Representation Letter. 40 ARTICLE VI -- ADDITIONAL COVENANTS AND AGREEMENTS.............................................................. 40 6.1 Conduct of Business of the Company........................................................... 40 6.2 Conduct of Business of Parent................................................................ 42 6.3 No Solicitation of Transactions.............................................................. 44 6.4 Reasonable Efforts........................................................................... 45 6.5
Tax Representation Letter. The representations of Buyer and Merger Sub set forth in the representation letter set forth in SCHEDULE 5.14 will be true and correct as of the Closing.
Tax Representation Letter. The Company shall deliver to Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (or other counsel to the Company) a tax representation letter, dated as of the Closing Date and signed by an officer of the Company, in form and substance reasonably acceptable to such counsel, containing representations of the Company for purposes of rendering the opinion described in Section 8.2(e).
Tax Representation Letter. Northern Orion shall use its commercially reasonable best efforts to provide U.S. tax counsel to Northern Orion such customary representation letters, certificates and other documents that such firm shall reasonably request in connection with preparing a discussion of U.S. federal income tax consequences to U.S. shareholders of Northern Orion to be included in the Northern Orion Proxy Circular.
Tax Representation Letter. Yamana shall use its commercially reasonable best efforts to provide U.S. tax counsel to Northern Orion such customary representation letters, certificates and other documents that such firm shall reasonably request in connection with preparing a discussion of U.S. federal income tax consequences to U.S. shareholders of Northern Orion to be included in the Northern Orion Proxy Circular.
