Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx LLP, in form and substance reasonably satisfactory to Parent, 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 will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will require and rely upon representations contained in certificates of officers of Parent and Seller, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the a written opinion of Txxxxx Xxxxx Gxxxxxxxx Txxxxxx LLP, in form and substance reasonably satisfactory to Parent, 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 will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Wachtell, Lipton, Xxxxx LLP& Xxxx, in form and substance reasonably satisfactory to Parent, 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 will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to Parent, 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 will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will require and rely upon representations contained in certificates of officers of Parent and Seller, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx Squire Pxxxxx Bxxxx (US) LLP, in form and substance reasonably satisfactory to Parent, 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 will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the a written opinion of Txxxxx Xxxxx LLPDxxxxx Gxxxxxx PLLC, in form and substance reasonably satisfactory to Parent, 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 will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx LLPSilver, Xxxxxxxx, Xxxx & Xxxxxxx LLP in form and substance reasonably satisfactory to Parent, 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 will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and SellerCompany, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx its counsel, Wachtell, Lipton, Xxxxx LLP& 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, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of the Company, Parent and SellerMerger Sub, reasonably satisfactory in form and substance to such legal counselit.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx LLPXxxxxx & Xxxxxx, in form and substance reasonably satisfactory to Parent, 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 will Integrated Mergers, taken together, shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx LLPits counsel, Wachtell, Lipton, Rxxxx & Kxxx, 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, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of the Company, Parent and SellerMerger Sub, reasonably satisfactory in form and substance to such legal counselit.

Federal Tax Opinion. Parent shall have received the a written opinion of Txxxxx Xxxxx LLPXxxxxx Xxxxxxx PLLC, in form and substance reasonably satisfactory to Parent, 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 will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.

Federal Tax Opinion. Parent shall have received the opinion of Txxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to Parent, 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 will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, legal counsel will may require and rely upon representations contained in certificates of officers of Parent and Sellerthe Company, reasonably satisfactory in form and substance to such legal counsel.