Common use of Federal Tax Opinion Clause in Contracts

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.

Appears in 4 contracts

Samples: Merger Agreement (Susquehanna Bancshares Inc), Merger Agreement (Community Banks Inc /Pa/), Merger Agreement (Susquehanna Bancshares Inc)

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Federal Tax Opinion. Parent The Company shall have received an opinion from XxxxxxMette, Xxxxx & Bockius LLP, counsel to Parent Xxxxxxxx (the ParentCompany’s Counsel”), in form and substance reasonably satisfactory to Parentthe 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. In rendering such opinion, Parentthe 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.

Appears in 2 contracts

Samples: Merger Agreement (Susquehanna Bancshares Inc), Merger Agreement (Community Banks Inc /Pa/)

Federal Tax Opinion. Parent shall have received an opinion from XxxxxxMette, Xxxxx & Bockius LLPXxxxxxxx, 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.

Appears in 2 contracts

Samples: Merger Agreement (Republic First Bancorp Inc), Merger Agreement (Pennsylvania Commerce Bancorp Inc)

Federal Tax Opinion. Parent The Company shall have received an opinion from Xxxxxx, Xxxxx & Bockius LLP, counsel to Parent Xxxxxx Xxxxxxxx LLP (the ParentCompany’s Counsel”), in form and substance reasonably satisfactory to Parentthe 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. In rendering such opinion, Parentthe 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.

Appears in 2 contracts

Samples: Merger Agreement (Republic First Bancorp Inc), Merger Agreement (Pennsylvania Commerce Bancorp Inc)

Federal Tax Opinion. Parent The Company shall have received an opinion from Xxxxxx, Xxxxx Xxxxxxx & Bockius LLP, counsel to Parent Xxx P.C. (the ParentCompany’s Counsel”), in form and substance reasonably satisfactory to Parentthe 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. In rendering such opinion, Parentthe 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.

Appears in 2 contracts

Samples: Merger Agreement (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Susquehanna Bancshares Inc)

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Federal Tax Opinion. Parent shall have received an opinion from Xxxxxxx, Xxxxxxx and 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.

Appears in 1 contract

Samples: Merger Agreement (Mercantile Bankshares Corp)

Federal Tax Opinion. Parent shall have received an opinion from XxxxxxMxxxxx, 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.

Appears in 1 contract

Samples: Merger Agreement (Abington Bancorp, Inc./Pa)

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