Buyer shall have delivered the Buyer Tax Representation Letter to the Company’s counsel.
Tax Representation Letters shall have the meaning set forth in Section 5.11(c).
PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.
Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.
Investment Representation Letter As defined in Section 5.02(b).
DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.
Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.
Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.
Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.
Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Tax Representative has the meaning set forth in Section 11.4.
Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).
representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;
Excluded Representations has the meaning set forth in Section 7.3(a).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
United States Tax Compliance Certificate has the meaning specified in Section 3.01.
Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].
Accession Letter means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).
FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code
U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).
Tax Regulatory Agreement means the Tax Regulatory Agreement, dated as of the date of initial issuance and delivery of the Bonds, among the Authority, the Borrower and the Trustee, and any amendments and supplements thereto.
Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).