Tax Opinion Representations definition

Tax Opinion Representations means the written and signed representations delivered to Tax Counsel in connection with the Tax Opinion.

Tax Opinion Representations has the meaning set forth in the TMA.

Tax Opinion Representations means representations regarding certain facts in existence at the applicable time made by HII and SpinCo that serve as a basis for the Tax Opinions.

Examples of Tax Opinion Representations in a sentence

• Honeywell shall have received the written opinion of each of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ernst & Young LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Opinion Representations, the Distribution will qualify for its Intended Tax Treatment.

• The Tax Opinion Representations made by Clorox and Splitco are true, complete and accurate.

• The Tax Opinion Representations made by Parent and HCI are true, complete and accurate.

• All Tax Returns that include any members of the Networks Group or Spinco Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Ruling Request, the Ruling, and the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations).

• All Tax Returns that include any members of the MSG Entertainment Group or Spinco Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations).

More Definitions of Tax Opinion Representations

Tax Opinion Representations has the meaning set forth in the Tax Matters Agreement.

Tax Opinion Representations means the representations regarding certain facts in existence at the applicable time made by Parent and Spinco that serve as a basis for the Cravath Tax Opinion.

Tax Opinion Representations means reasonable and customary representations requested by Cravath, Swaine & Xxxxx LLP and KPMG LLP regarding certain facts in existence at the applicable time made by B&N and BNED that serve as a basis for the Tax Opinions.

Tax Opinion Representations means the letters of representations, dated as of the Closing Date, to be provided by each of Clorox, Parent and HCI to each of the firms providing the Tax Opinions as a condition to, and in connection with, the issuance of the Tax Opinions, in form and substance substantially as set forth in Exhibit E to this Agreement.

Tax Opinion Representations means the representations made by ATK and Sporting pursuant to Section 8.16(b) of the Transaction Agreement.

Tax Opinion Representations shall have the meaning specified in the Share Exchange Agreement.

Tax Opinion Representations means reasonable and customary representations regarding certain facts in existence at the applicable time made by TWX and Time that serve as a basis for the Tax Opinions.