Representation Letters definition

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.

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Representation Letters means the representation letters of officers of Parent and/or SpinCo provided to any law or accounting firm in connection with any Tax Opinion issued in connection with the Transactions.

Representation Letters means the representation letters and any other materials delivered by, or on behalf of, BGC Partners, Newmark or others to a Tax Advisor in connection with the issuance by such Tax Advisor of a Tax Opinion.

Examples of Representation Letters in a sentence

• Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings.

• In rendering the foregoing opinion, an MCK Tax Advisor shall be permitted to rely upon and assume the accuracy of the Tax Representation Letters.

• In rendering the foregoing opinion, Echo Tax Counsel and any Alternative Tax Opinion Advisor shall be permitted to rely upon and assume the accuracy of the applicable Tax Representation Letters (Merger).

• The Parties shall not take any action or fail to take any action, or permit any of their Affiliates to take any action or fail to take any action, that is or is reasonably likely to be inconsistent with the IRS Ruling, the Tax Representation Letters, or the Tax Opinions.

• In rendering such opinion, Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP will be entitled to receive and rely upon the Tax Representation Letters.

More Definitions of Representation Letters

Representation Letters has the meaning set forth in the TMA.

Representation Letters shall have the meaning assigned to it in Section 5.01.

Representation Letters has the meaning set forth in the TXMA.

Representation Letters means the Ensign Representation Letter (or Letters) and the SpinCo Representation Letter (or Letters).

Representation Letters shall have the meaning set forth in the Tax Matters Agreement.

Representation Letters means any representations, officer’s certificates, representation letters, or other materials delivered or deliverable by ParentCo, its Affiliates, or representatives thereof or SpinCo, its Affiliates, or representatives thereof in connection with the Tax Opinions or any Ruling Request.

Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by, or on behalf of, Parent, CoalCo or others to a Tax Advisor or Tax Authority in connection with the issuance by such Tax Advisor and/or the issuance by the IRS or other Tax Authority of the Tax Opinions/Rulings.