Merger Opinion. SJW shall have received the written opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, or such other nationally recognized Tax counsel reasonably satisfactory to CTWS, dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.02(d), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of SJW. The conditions in this Section 7.02 are for the sole benefit of SJW and Merger Sub and may, subject to the terms of this Agreement, be waived by SJW and Merger Sub acting jointly, in whole or in part at any time and from time to time, in the sole discretion of SJW and Merger Sub. The failure by SJW and Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the Effective Time.
Merger Opinion. CTWS shall have received the written opinion of Xxxxxxxx & Xxxxxxxx LLP, or such other nationally recognized Tax counsel reasonably satisfactory to SJW, dated as of the Closing Date, to the effect that for U.S. federal income tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.03(d), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including those contained in certificates of officers of CTWS. The conditions in this Section 7.03 are for the sole benefit of CTWS and may, subject to the terms of this Agreement, be waived by CTWS, in whole or in part at any time and from time to time, in the sole discretion of CTWS. The failure by CTWS at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the Effective Time.
Merger Opinion. The Company shall have received the opinion of Company Merger Counsel in form and substance substantially as set forth in Section 6.2(d) of the Company Disclosure Letter, and with such reasonable changes as are reasonably acceptable to the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d). The condition set forth in this Section 6.2(d) may not be waived after receipt of the Company Required Stockholders Vote, unless further stockholder approval is obtained with appropriate disclosure.
Merger Opinion. AIMCO shall have received an opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX (or another nationally recognized law firm acceptable to AIMCO) that, based upon certificates and letters acceptable to Skadden, Arps, Slate, Meagxxx & Xlom XXX (or such other nationally known law firm acceptable to AIMCO) dated as of the Closing Date, the Merger will qualify as a "reorganization" within the meaning of Section 368 of the Code (with customary exceptions, assumptions and qualifications and based on customary representations). AIMCO agrees that an opinion in substantially the form attached hereto as Exhibit 8.2(f) shall be acceptable to AIMCO and the failure of AIMCO to receive delivery of such opinion in substantially the form attached hereto shall constitute a breach by AIMCO unless such failure shall be due solely to a change in law (statutory or case law) occurring after the date hereof.
Merger Opinion. IFG shall have received an opinion of Rogexx & Xellx XXX (or another nationally recognized law firm acceptable to the recipient) that, based upon certificates and letters acceptable to Rogexx & Xellx XXX (or another nationally recognized law firm acceptable to IFG) dated as of the Closing Date, the Merger will qualify as a "reorganization" within the meaning of Section 368 of the Code and the Spin Off should continue to qualify as a tax deferred distribution to IFG's stockholders (with customary exceptions, assumptions and qualifications and based on customary representations). IFG agrees that an opinion substantially in the form attached hereto as Exhibit 8.3(e) shall be acceptable to IFG and that the failure of IFG to obtain delivery of such opinion shall constitute a breach by IFG unless such failure shall be due solely to a change in law (statutory or case law) or regulation occurring after the date hereof.
Merger Opinion. VEREIT shall have received the opinion of VEREIT Merger Counsel in form and substance substantially as set forth in Section 6.2(c) of the VEREIT Disclosure Letter, and with such reasonable changes as are reasonably acceptable to VEREIT, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d). The condition set forth in this Section 6.2(c) may not be waived after receipt of the VEREIT Required Stockholders Vote, unless further stockholder approval is obtained with appropriate disclosure.
Merger Opinion. Parent shall have received the opinion of Parent Merger Counsel in form and substance substantially as set forth in Section 6.3(d) of the Parent Disclosure Letter, and with such reasonable changes as are reasonably acceptable to Parent, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d).
Merger Opinion. Potlatch shall have received the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, or such other nationally recognized Tax counsel reasonably satisfactory to Potlatch (which shall include Xxxxx Xxxx & Xxxxxxxx LLP), as of the Closing Date, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.02(e), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations, covenants and assumptions, including those contained in certificates of officers of Potlatch and Deltic.
Merger Opinion. Deltic shall have received the opinion of Dxxxx Xxxx & Wxxxxxxx LLP, or such other nationally recognized Tax counsel reasonably satisfactory to Deltic (which shall include Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP), as of the Closing Date, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.03(e), the Tax counsel rendering such opinion may require and rely upon (and may incorporate by reference) reasonable and customary representations, covenants and assumptions, including those contained in certificates of officers of Deltic and Potlatch.
Merger Opinion. Realty Income shall have received the opinion of Realty Income Merger Counsel in form and substance as set forth in Section 6.3(c) of the Realty Income Disclosure Letter, and with such reasonable changes as are reasonably acceptable to Realty Income, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion will be subject to customary exceptions, assumptions and qualifications, and in rendering such opinion, counsel may require and rely upon the officer’s certificates delivered pursuant to Section 4.1(d) and Section 4.2(d). The condition set forth in this Section 6.3(c) may not be waived after receipt of the Realty Income Required Stockholders Vote, unless further stockholder approval is obtained with appropriate disclosure. 81
