Common use of Federal Tax Opinion Clause in Contracts

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. The Company shall have received a written the opinion of Xxxxxx Xxxxxxxx & Bird LLPXxxxxxxx LLP (or other nationally recognized tax counsel), 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 MergerMergers, taken together, shall 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 certificates of officers of Parent, Merger Sub the Parent Parties and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Wachtell, Lipton, Xxxxx & Bird LLPXxxx, 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Xxxxxxxx & Bird Xxxxxxxx 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 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 certificates of officers of Parent, Merger Sub Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx & Bird Xxxxxxxx Xxx Xxxxxxxx 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 Purchaser and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx & Bird Xxxxxx Xxxx Xxxxxxx 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written opinion of Xxxxxx Wxxxxxxx, Lipton, Rxxxx & Bird LLPKxxx, 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Xxxxxxx Xxxxxxx & Bird LLPXxxxxxxx LLP (or other nationally recognized tax counsel), 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 Holdco Merger, taken together, shall 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 certificates of officers of Parent, Merger Sub Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Xxxxxxxx, Xxx, Xxxxxxxx & Bird Ford, 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 MergerIntegrated Mergers, 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Wachtell, Lipton, Xxxxx & Bird LLPXxxx, 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 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 certificates of officers of Parent, Merger Sub Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written opinion of Xxxxxx Xxxxxxxx, Lipton, Xxxxx & Bird LLPXxxx, 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx Xxxxxxxx & Bird LLPXxxxxxxx LLP (or other nationally recognized tax counsel), 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 MergerMergers, taken together, shall 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 certificates of officers of Parent, Merger Sub the Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written opinion of Xxxxxx & Bird LLPLxxx Xxxxxx, PC 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 Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received a written the opinion of Xxxxxx & Bird LLPXxXxxxxx, 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 Purchaser and the Company, reasonably satisfactory in form and substance to such counsel.