Definition of Tax Representation Letters

  1. Tax Representation Letters means any letter or other document containing representations or covenants issued by IR or Allegion or any of their respective Subsidiaries to Simpson Thacher & Bartlett LLP, Arthur Cox, McCarthy Tetrault LLP, PricewaterhouseCoopers LLP or the IRS in support of the Ruling or a Tax Opinion.

Examples of Tax Representation Letters in a sentence

  1. All Tax Returns filed under this Section 2.1 shall be filed in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions.
  2. IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency.

Definition of Tax Representation Letters in Tax Matters Agreement

Tax Representation Letters means any letter or other document containing representations or covenants issued by IR or Allegion or any of their respective Subsidiaries to Simpson Thacher & Bartlett LLP, Arthur Cox, McCarthy Tetrault LLP, PricewaterhouseCoopers LLP or the IRS in support of the Ruling or a Tax Opinion.


Definition of Tax Representation Letters in Agreement and Plan of Merger

Tax Representation Letters means tax representation letters containing normal and customary representations and covenants, substantially in compliance with IRS published advance ruling guidelines, and with customary assumptions, exceptions and modifications thereto, reasonably satisfactory in form and substance to TDCC Tax Counsel and Cravath, Swaine & Moore LLP in light of the facts and the conclusions to be reached in the Parent Merger Tax Opinion and the TDCC RMT Tax Opinion, executed by Parent, Spinco and TDCC, and other parties, if required.