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.
Federal Tax Opinion. The Company shall have received a written opinion of Xxxxxx & Bird LLP, in form and substance reasonably satisfactory to the Company, dated as of 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 and the Upstream Merger, taken together, shall 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 certificates of officers of Parent, Merger Sub and the Company, reasonably satisfactory in form and substance to such counsel.
Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, 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, the counsel may require and rely upon customary representations contained in certificates of officers of Target and Buyer.
Federal Tax Opinion. First Place shall have received an opinion ------------------- of Xxxxxx Xxxxx LLP, counsel to First Place ("First Place's Counsel"), in form and substance reasonably satisfactory to First Place, 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 and Subsidiary Merger will be treated as reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes:
(i) No gain or loss will be recognized by First Place as a result of the Merger;
(ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger;
(iii) No gain or loss will be recognized by FFY as a result of the Merger;
(iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger;
(v) No gain or loss will be recognized by the shareholders of FFY who exchange all of their FFY Common Stock solely for First Place Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Common Stock);
(vi) The aggregate tax basis of First Place Common Stock received by shareholders who exchange all of their FFY Common Stock solely for Common Stock pursuant to the Merger will be the same as the aggregate tax basis of FFY Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, First Place's Counsel may require and rely upon representations and covenants contained in certificates of officers of First Place, FFY, FFY Bank and others, including certain shareholders of FFY.
Federal Tax Opinion. Parent shall have received an opinion from Xxxxxx, Xxxxx & Bockius LLP, counsel to Parent (“Parent’s Counsel”), in form and substance reasonably satisfactory to Parent, dated the Effective Time, 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, Parent’s Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.
Federal Tax Opinion. Purchaser shall have received the written opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Purchaser (or other counsel reasonably satisfactory to Purchaser), dated as of the Closing Date, and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of Purchaser and the Company, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated as of the date of such opinion.
Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of 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, legal counsel will require and rely upon representations contained in certificates of officers of Parent and Seller, reasonably satisfactory in form and substance to such legal counsel.
Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, 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 and that, accordingly, for federal income tax purposes: (i) No gain or loss will be recognized by Parent or the Company as a result of the Merger; (ii) No gain or loss will be recognized by the stockholders of the Company who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Common Stock); and (iii) The aggregate tax basis of the Parent Common Stock received by stockholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.
Federal Tax Opinion. FSIC III shall have received the opinion of its counsel, Dechert LLP, in form and substance as set forth in Exhibit A, dated the Closing Date, 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 Closing Date, the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of FSIC III and FSIC II. If counsel for FSIC III will not render such an opinion, counsel for FSIC II may render such opinion to FSIC III.
Federal Tax Opinion. Buyer shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx, counsel to Buyer ("Buyer's Counsel"), in form and substance reasonably satisfactory to Buyer, dated as of the Effective Time, 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 and that, accordingly, for federal income tax purposes:
(i) No gain or loss will be recognized by the Buyer or the Company as a result of the Merger, except to the extent the Company or the Bank may be required to recognize any income due to the recapture of bad debt reserves.
(ii) No gain or loss will be recognized by the stockholders of the Company who exchange all of their Company Common Stock solely for Buyer Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Buyer Common Stock);
(iii) The aggregate tax basis of the Buyer Common Stock received by shareholders who exchange all of their Company Common Stock solely for Buyer Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractual share interest for which cash is received). In rendering such opinion, the Buyer's Counsel may require and rely upon representations and covenants contained in certificates of officers of Buyer, the Company and others.
