Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firm, in form and substance reasonably satisfactory to Parent, 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 should qualify 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 Company and Parent.

Federal Tax Opinion. Parent Company shall have received the opinion of a nationally recognized law or accounting firmits counsel, Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to ParentCompany, 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 should qualify 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 Company and Parent.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmits counsel, Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to Parent, 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 should 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 customary representations contained in certificates of officers of Company and Parent.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmSilver, Xxxxxxxx, Xxxx & Xxxxxxx LLP in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and ParentCompany, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmXxxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmits counsel, Wachtell, Lipton, Rxxxx & Kxxx, in form and substance reasonably satisfactory to Parent, 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 should 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 customary representations contained in certificates of officers of Company and Parent.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmits counsel, Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to Parent, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should qualify will be treated as a “reorganization” 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 Company the Company, Parent and ParentMerger Sub, reasonably satisfactory in form and substance to it.

Federal Tax Opinion. Parent shall have received the a written opinion of a nationally recognized law or accounting firmGxxxxxxxx Txxxxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firm, in form and substance reasonably satisfactory to Parent, 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 should qualify 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 and covenants contained in the certificates of officers of Company and ParentParent to be furnished in accordance with Sections 6.5(a) and 6.5(b).

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmWachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the a written opinion of a nationally recognized law or accounting firmDxxxxx Gxxxxxx PLLC, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the a written opinion of a nationally recognized law or accounting firmXxxxxx Xxxxxxx PLLC, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmXxxxxx & Xxxxxx, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should Integrated 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 customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmTxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel may will require and rely upon customary representations contained in certificates of officers of Company Parent and ParentSeller, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of a nationally recognized law or accounting firmXxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger should will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel may will require and rely upon customary representations contained in certificates of officers of Company Parent and ParentSeller, reasonably satisfactory in form and substance to such legal counsel.