Delivery of Tax Opinion Sample Clauses

Delivery of Tax Opinion. The Company shall have ----------------------- received from Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Company, an opinion addressed to the Company substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Acquiror and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by a shareholder of the Company as a result of the Merger except (x) with respect to cash received by such shareholder in lieu of fractional shares or pursuant to the exercise of appraisal rights and (y) except to the extent a shareholder receives consideration different in amount from other shareholders, dated the Closing Date, and such opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, Wachtell, Lipton, Xxxxx & Xxxx may receive and rely upon representa- tions contained in certificates of Acquiror, the Company and certain shareholders of the Company.
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Delivery of Tax Opinion. The Qualified Company Shareholders shall receive concurrently with the Closing o0f the Merger a letter from Xxxxx Xxxx LLP stating that, for United States federal income tax purposes, (a) the Merger will be treated as part of a transaction described in section 351 of the Code; (b) such Qualified Company Shareholder will be considered a “transferor” for purposes of section 351 of the Code; and (c) such Qualified Company Shareholder will recognize gain as a result of the receipt of its portion of the Merger Consideration in exchange for the FusionStorm Transferred Shares, but not in excess of its portion of the Cash Consideration. Such opinion shall be a “reliance opinion” described in 31 CFR section 10.35(b)(4) and a “limited scope opinion” described in 31 CFR section 10.35(c)(3)(v) (parts of Treasury Department Circular 230).
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Delivery of Tax Opinion. Acquiror shall have received ----------------------- from Weil, Gotshal & Xxxxxx LLP, counsel to Acquiror, an opinion addressed to Acquiror, substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Acquiror and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by Acquiror or the Company as a result of the Merger, dated the Closing Date, and such opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, Weil, Gotshal & Xxxxxx LLP may receive and rely upon representations contained in certificates and agreements of the Company, Acquiror and certain shareholders of the Company.
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Delivery of Tax Opinion. Pursuant to Section 7.05(f) of the Original Agreement, the Sellers hereby deliver to the Trustee a Tax Opinion, in the form of Exhibit E hereto.
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Delivery of Tax Opinion. With respect to the opinion to be delivered at the Closing pursuant to ss.7(b)(ix) hereof, Holdings has been advised by Wolf, Block, Schoxx & Xolix-Xxxxx xxat if the Merger were to be effected on the date of this Agreement in accordance with the terms of this Agreement, such firm would render the opinion described in ss.7(b)(ix) and has been advised by such firm that it is not aware of any facts or circumstances existing as of the date hereof or that would arise prior to the Closing Date that would prevent the delivery of such opinion at the Closing.
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Delivery of Tax Opinion. Counsel to StarNet, Venture Law Group, shall at the Closing deliver to StarNet an opinion (which may be qualified based on certain assumptions and given in reliance on certificates to be obtained from StarNet and Netopia) that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. Netopia shall also have provided StarNet, if so requested, with customary representation letters in connection with the issuance of the opinions.
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Delivery of Tax Opinion. Counsel to Netopia, Fenwick & West, shall have signed and delivered to Netopia an opinion (which may be qualified based on certain assumptions and given in reliance on certificates to be obtained from StarNet and Netopia) that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. StarNet shall also have provided Netopia, if so requested, with customary representation letters in connection with the issuance of the opinions.
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Related to Delivery of Tax Opinion

  • Delivery of Tax Forms Each Lender organized under the laws of a jurisdiction other than the United States or any state thereof shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms 4224 or Forms 1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form 1001 or 4224 that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. The Borrower shall not be required to gross-up pursuant to this Section 3.11 or otherwise for any deductions on account of withholding taxes from amounts owing to a Lender who has not complied with this clause (e).

  • Delivery of Opinion The Company shall have caused the Company Counsel to furnish to the Manager its opinion and negative assurance statement, dated as of such date and addressed to the Manager in form and substance acceptable to the Manager.

  • Opinion of Tax Counsel On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Company shall cause to be furnished to the Manager a written opinion of Hxxxxxxx LLP, tax counsel for the Company and the Operating Partnership, or other counsel satisfactory to the Manager, in form and substance satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Manager with a Reliance Letter to the effect that the Manager may rely on a prior opinion delivered under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

  • Federal Tax Opinion FNB shall have received the written opinion of its tax counsel, Xxxx Xxxxx LLP, in form and substance reasonably satisfactory to FNB, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of HBI and FNB.

  • Tax Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special tax counsel to the Depositor, will have furnished to the Representatives their written opinion, dated as of the Closing Date, in form and in substance satisfactory to the Representatives in their reasonable judgment, to the effect that:

  • Subsequent Delivery of Comfort Letters Each time (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus has been amended or supplemented to include additional financial information required to be set forth or incorporated by reference into the Prospectus under the terms of Item 11 of Form S-3 under the 1933 Act, the Corporation shall cause PricewaterhouseCoopers forthwith to furnish the Agents a letter, dated the date of effectiveness of such amendment, supplement or document filed with the SEC, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 4(d) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Corporation; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement. If any other information included therein is of an accounting, financial or statistical nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is willing to perform and report on the requested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

  • Tax Opinions (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.

  • Delivery of Opinion of Counsel in Connection with Substitutions (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

  • Delivery of Reports The Depository shall furnish to Holders of Receipts any reports and communications received from the Corporation which are received by the Depository, as the holder of the Stock, and which the Corporation is required to furnish to the holders of the Stock.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

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