Common use of Federal Tax Opinion Clause in Contracts

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.

Federal Tax Opinion. Buyer The Company shall have received an opinion of Xxxxxxx, Xxxxxx Miles & Xxxxxxxx, counsel to Buyer Stockbridge P.C. (the "BuyerCompany's Counsel"), in form and substance reasonably satisfactory to Buyerthe Company, 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 and the Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, 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, ; (ii) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger (except to the extent the Company Bank or the Buyer Bank may be required to recognize any income in- come due to the recapture of bad debt reserves.reserves as a result of the Subsidiary Merger); (iiiii) 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);; and (iiiiv) The aggregate tax basis of the Buyer Common Stock received by shareholders stockholders 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 fractional share interest for which cash is received). In rendering such opinion, the BuyerCompany's Counsel may require and rely upon representations and covenants covenants, including those contained in certificates of officers of Buyer, Buyer Bank, the Company, the Company Bank and others, including certain stockholders of the Company who own 5% or more of the outstanding shares of Company Common Stock, reasonably satisfactory in form and substance to such counsel; provided, however, that the failure to obtain any such representation or covenant from a stockholder of the Company who owns 5% or more of the outstanding shares of Company Common Stock that is not, in the reasonable judgment of the Company's Counsel, necessary in order for the Company's Counsel to render such opinion shall not be grounds for the Company's Counsel to refuse to deliver such opinion.

Federal Tax Opinion. Buyer HBE and SFS shall each have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx, counsel to Buyer ("Buyer's Counsel")their respective counsel, in form and substance reasonably satisfactory to Buyereach, dated as of the Effective Time, substantially to the effect that, that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger merger will be treated as constitute for federal income tax purposes a reorganization within the meaning of under Section 368(a368(a)(1)(A) of the Code and that, that accordingly, for federal income tax purposes: (i) No gain or loss will be recognized by the Buyer HBE or the Company SFS 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 Except to the Merger (except with respect to extent of any cash received in lieu of a fractional share interest in Buyer SFS Common Stock), no gain or loss will be recognized by the shareholders of HBE who exchange their HBE Common Stock for SFS Common Stock pursuant to the Merger; (iii) The aggregate tax basis of the Buyer SFS Common Stock received by shareholders who exchange all of their Company HBE Common Stock solely for Buyer SFS Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of the Company HBE Common Stock surrendered in exchange therefor (pursuant to the Merger, reduced by any amount allocable to a fractual fractional share interest for which cash is received)received and increased by any gain recognized on the exchange; and (iv) The holding period of SFS Common Stock received by each shareholder in the Merger will include the holding period of HBE Common Stock exchanged therefor, provided that such shareholder held such HBE Common Stock as a capital asset on the date of the Merger. In rendering Such opinion may be based on, in addition to the review of such opinionmatters of fact and law as such counsel consider appropriate, (i) representations made at the Buyer's Counsel may require request of such counsel by HBE and rely upon representations SFS, or either of them and covenants contained in (ii) certificates provided at the request of such counsel by officers of BuyerHBE, the Company SFS and othersother appropriate persons.

Federal Tax Opinion. Buyer shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx------------------- Xxxxx LLP, 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 Association as a result of the Company Merger; (iii) No gain or loss will be recognized by Ravenna as a result of the Merger; (iv) No gain or loss will be recognized by the shareholders of Ravenna who exchange all of their Company Ravenna 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); (iiiv) The aggregate tax basis of the Buyer Common Stock received by shareholders who exchange all of their Company Ravenna Common Stock solely for Buyer Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Ravenna Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractual fractional 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 Ravenna, and others, including certain shareholders of Ravenna.

Federal Tax Opinion. Buyer The Company shall have received an opinion of Xxxxxxx, Xxxxxx Miles & Xxxxxxxx, counsel to Buyer Stockbridge P.C. (the "BuyerCompany's Counsel"), in form and substance reasonably satisfactory to Buyerthe Company, 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 and the Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, 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, ; (ii) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger (except to the extent the Company Bank or the Buyer Bank may be required to recognize any income due to the recapture of bad debt reserves. reserves as a result of the Subsidiary Merger); (iiiii) 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); ; and (iiiiv) The aggregate tax basis of the Buyer Common Stock received by shareholders stockholders 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 fractional share interest for which cash is received). In rendering such opinion, the BuyerCompany's Counsel may require and rely upon representations and covenants covenants, including those contained in certificates of officers of Buyer, Buyer Bank, the Company, the Company Bank and others, including certain stockholders of the Company who own 5% or more of the outstanding shares of Company Common Stock, reasonably satisfactory in form and substance to such counsel; provided, however, that the failure to obtain any such representation or covenant from a stockholder of the Company who owns 5% or more of the outstanding shares of Company Common Stock that is not, in the reasonable judgment of the Company's Counsel, necessary in order for the Company's Counsel to render such opinion shall not be grounds for the Company's Counsel to refuse to deliver such opinion.

Federal Tax Opinion. Buyer shall have received an opinion of XxxxxxxMuxxxxx, Xxxxxx & XxxxxxxxFaxxxxxx, 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.

Federal Tax Opinion. Buyer and Company shall have received an -------------------- opinion of XxxxxxxXxxxxx Xxxxx, Xxxxxx & XxxxxxxxLLP, 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 and Subsidiary Merger will be treated as a reorganization 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 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 First Savings Bank as a result of the stockholders Subsidiary Merger; (iii) No gain or loss will be recognized by the Company as a result of the Merger; (iv) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders 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); (iiivi) 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 fractional 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, the Company Bank and others, including certain shareholders of the Company.

Federal Tax Opinion. Buyer The Company shall have received an opinion of XxxxxxxXxxxxx, Xxxxxx Feinblatt, Rothman, Hoffberger & XxxxxxxxXxxxxxxxx, counsel to Buyer LLC (the "BuyerCompany's Counsel"), in form and substance reasonably satisfactory to Buyerthe Company, 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 and the Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, 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, ; (ii) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger (except to the extent the Company Bank or the Buyer Bank may be required to recognize any income due to the recapture of bad debt reserves.reserves as a result of the Subsidiary Merger); (iiiii) 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);; and (iiiiv) The aggregate tax basis of the Buyer Common Stock received by shareholders stockholders 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 fractional share interest for which cash is received). In rendering such opinion, the BuyerCompany's Counsel may require and rely upon representations and covenants covenants, including those contained in certificates of officers of Buyer, Buyer Bank, the Company, the Company Bank and others.others reasonably satisfactory in form and substance to such counsel. ARTICLE IX

Federal Tax Opinion. Buyer The Company shall have received an opinion of XxxxxxxXxxxxx, Xxxxxx Feinblatt, Rothman, Hoffberger & XxxxxxxxXxxxxxxxx, counsel to Buyer LLC (the "BuyerCompany's Counsel"), in form and substance reasonably satisfactory to Buyerthe Company, 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 and the Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, 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, ; (ii) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger (except to the extent the Company Bank or the Buyer Bank may be required to recognize any income due to the recapture of bad debt reserves.reserves as a result of the Subsidiary Merger); (iiiii) 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);; and (iiiiv) The aggregate tax basis of the Buyer Common Stock received by shareholders stockholders 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 fractional share interest for which cash is received). In rendering such opinion, the BuyerCompany's Counsel may require and rely upon representations and covenants covenants, including those contained in certificates of officers of Buyer, Buyer Bank, the Company, the Company Bank and othersothers reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Buyer Subject Company shall have received an opinion of XxxxxxxSkadden, Xxxxxx Arps, Slate, Xxxxxxx & Xxxxxxxx, counsel to Buyer Xxxx LLP ("BuyerSubject Company's Counsel"), in form and substance reasonably satisfactory to BuyerSubject Company, 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: : (i1) No gain or loss will be recognized by the Buyer or the Company as a result shareholders 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 Subject Company who exchange (i) all of their Subject Company Common Stock solely for Buyer Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Buyer Parent Common Stock); ) and (iiiii) all of their Subject Company 8.30% Preferred Stock solely for Parent New Preferred Stock pursuant to the Merger; and (2) The aggregate tax basis of (i) the Buyer Parent Common Stock received by shareholders who exchange all of their Subject Company Common Stock solely for Buyer Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Subject Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractual fractional share interest for which cash is received). In rendering such opinion, ) and (ii) the Buyer's Counsel may require and rely upon representations and covenants contained Parent New Preferred Stock received by shareholders who exchange all of their Subject Company 8.30% Preferred Stock solely for Parent New Preferred Stock pursuant to the Merger will be the same as the aggregate tax basis of the Subject Company 8.30% Preferred Stock surrendered in certificates of officers of Buyer, the Company and othersexchange therefor.