Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Company shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel), in form and substance reasonably satisfactory to 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 Mergers, taken together, 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 the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the a written opinion of Xxxxxxxx Xxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)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 MergersMerger and the Upstream Merger, taken together, will 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 Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)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 Mergers, taken together, 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 certificates of officers of Parent and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Xxxx, 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 Mergers, taken together, will Merger 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the a written opinion of Xxxxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Lxxx 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 Mergers, taken together, will Merger 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the a written opinion of Xxxxxxxx Xxxxxxxx, Lipton, Xxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Xxxx, 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 Mergers, taken together, will Merger 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of Xxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Xxxx, in form and substance reasonably satisfactory to 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 Mergers, taken together, 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 certificates of officers of the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the a written opinion of Xxxxxxxx Wxxxxxxx, Lipton, Rxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Kxxx, 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 Mergers, taken together, will Merger 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx, Xxx, Xxxxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)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 Integrated Mergers, taken together, will 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)Xxxxxx XxXxxxxx, in form and substance reasonably satisfactory to 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 Mergers, taken together, will Merger 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 the Parent Parties Purchaser and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of Xxxxxxxx & Xxx Xxxxxxxx LLP (or other nationally recognized tax counsel)LLP, in form and substance reasonably satisfactory to 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 Mergers, taken together, will Merger 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 the Parent Parties Purchaser and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx Xxxxxx & Xxxxxxxx LLP (or other nationally recognized tax counsel)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 Mergers, taken together, will Merger 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx 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 MergersMerger and the Holdco Merger, taken together, 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 and the Parent Parties and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Xxxxxxxx & Xxxxxxxx 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 Mergers, taken together, 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 the Parent Parties and the Company, reasonably satisfactory in form and substance to such counsel.