Federal Income Tax Opinion. The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special tax counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, that (i) the Notes will be characterized as debt for Federal income tax purposes; (ii) the Issuing Entity will not be, and the issuance of the Notes will not cause any master trust to be, classified as an association, or publicly traded partnership, taxable as a corporation for Federal income tax purposes; and (iii) the statements in the Prospectus under “Federal Income Tax Consequences,” insofar as such statements constitute a summary of the U.S. legal matters or documents referred to therein, fairly present such legal matters or documents.
Federal Income Tax Opinion. The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special tax counsel for the Bank and the Issuer, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, that (i) the Notes will be characterized as debt for Federal income tax purposes; (ii) the Issuer will not be, and the issuance of the Notes will not cause any master trust to be, classified as an association, or publicly traded partnership, taxable as a corporation for Federal income tax purposes; and (iii) the statements in the Prospectus under “Federal Income Tax Consequences,” insofar as such statements constitute a summary of the U.S. legal matters or documents referred to therein, fairly present such legal matters or documents.
Federal Income Tax Opinion. The Company shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Buyer, the Company and others, reasonably satisfactory in form and substance to such counsel.
Federal Income Tax Opinion. Buyer shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Buyer ("Buyer's Counsel"), dated the Effective Date, in form and substance reasonably satisfactory to Buyer, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Buyer's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Buyer, the Company and others reasonably satisfactory in form and substance to such counsel.
Federal Income Tax Opinion. The Company shall have received an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B.
Federal Income Tax Opinion. Fredonia shall have received an opinion from counsel to Fredonia that, for federal income tax purposes, (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (ii) no gain or loss will be recognized by holders of Fredonia Common Stock upon receipt of Bancshares Stock except for cash received in lieu of fractional shares; (iii) the aggregate tax basis of Bancshares Stock received by a Fredonia Shareholder will be the same as the aggregate basis of the Fredonia Common Stock surrendered in exchange therefor, and (iv) the holding period of the Bancshares Stock to be received by each Fredonia Shareholder will include the period during
Federal Income Tax Opinion. Progress shall have received an opinion of Elias, Matz, Xxxxxxx & Xxxxxxx LLP ("Progress's Counsel"), in form and substance reasonably satisfactory to Progress, dated the Effective Timee, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Progress's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of FleetBoston, Progress and others, reasonably satisfactory in form and substance to such counsel.
Federal Income Tax Opinion. Acquiror shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel to Acquiror, dated the Closing Date, in form and substance reasonably satisfactory to Acquiror, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion:
(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 Company, Acquiror and Acquiror Sub will be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations and covenants, including those contained in certificates of officers of Acquiror, Company and others, reasonably satisfactory in form and substance to such counsel.
Federal Income Tax Opinion. Company shall have received an opinion of Xxxxxxx Xxxxxxxx & Wood LLP, dated the Closing Date, in form and substance reasonably satisfactory to Company, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion:
(i) The Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Each of Company, Acquiror and Acquiror Sub will be a party to that reorganization within the meaning of Section 368(b) of the Code.
(ii) No gain or loss will be recognized by stockholders of Company who receive shares of Acquiror Common Stock in exchange for Company Common Stock, except with respect to cash received in lieu of fractional share interests.
(iii) The basis of the Acquiror Common Stock (including any fractional shares thereof deemed for tax purposes to be issued and then redeemed by Acquiror) by a holder of Company Common Stock pursuant to the Merger will be the same as the basis of the Company Common Stock surrendered in exchange therefor, increased by any gain recognized by such holder of Company Common Stock (including any portion of the gain treated as a dividend) and decreased by the amount of cash received by such holder.
(iv) Provided that the Company Common Stock surrendered in the Merger is held as a capital asset at the Effective Time, the holding period of the Acquiror Common Stock received by a holder of Company Common Stock in exchange for such Company Common Stock pursuant to the Merger will include the period during which such holder held such Company Common Stock. In rendering such opinion, Xxxxxxx Xxxxxxxx & Xxxx llp may require and reply upon representations and covenants, including those contained in certificates of officers of Acquiror and others, reasonably satisfactory in form and substance to such counsel.
Federal Income Tax Opinion. North Fork shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to North Fork ("North Fork's Counsel"), dated the Closing Date, in form and substance reasonably satisfactory to North Fork, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, North Fork's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of North Fork, GreenPoint and others, reasonably satisfactory in form and substance to such counsel.
