Officer's Certificate as to Tax Matters. Identix knows of no reason why it will be unable to deliver to Heller Ehrman White & McAuliffe LLP and Maslon Edelman Borman & Brxxx, XLX xxxxr to (i) xxx xxxxxg of Regixxxxxxxx Xxxxxxxxx xxd (ii) the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.6.
Officer's Certificate as to Tax Matters. Buyer does not have knowledge of any reason why the Merger will fail to qualify as a reorganization under the provisions of Section 368(a) of the Code. Buyer knows of no reason why it will be unable to deliver to Xxxxxx Xxxxxx White & XxXxxxxxx LLP and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP prior to (i) the filing of Registration Statement and (ii) the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.4.
Officer's Certificate as to Tax Matters. Stel knows of no reason why it will be unable to deliver to Xxxxxx Xxxxxx White & XxXxxxxxx and Xxxxxx Xxxx & Priest LLP at the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 7.2(d).
Officer's Certificate as to Tax Matters. SEQUUS knows of no reason why it will be unable to deliver to Xxxxxx Xxxxxx White & XxXxxxxxx and Cooley Godward LLP at the Closing an officer's certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.5.
Officer's Certificate as to Tax Matters. ALZA knows of no reason why it will be unable to deliver to Xxxxxx Godward LLP and Xxxxxx Xxxxxx White & XxXxxxxxx at the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.5.
Officer's Certificate as to Tax Matters. Buyer does not have knowledge of any reason why the Merger will fail to qualify as a reorganization under the provisions of Section 368(a) of the Code. Buyer knows of no reason why it will be unable to deliver to Hxxxxx Exxxxx White & MxXxxxxxx LLP and Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP prior to (i) the filing of Registration Statement and (ii) the Closing an Officer’s Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.4.
Officer's Certificate as to Tax Matters. Parent does not have knowledge of any reason why the Merger will fail to qualify as a reorganization under the provisions of Section 368(a) of the Code. Parent knows of no reason why it will be unable to deliver to Hxxxxx Exxxxx LLP and Boult, Cummings, Cxxxxxx & Bxxxx, PLC prior to (i) the filing of Registration Statement and (ii) the Closing an Officer’s Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.4.
Officer's Certificate as to Tax Matters. AXENT knows of no reason why it will be unable to deliver to Hellxx Xxxmxx Xxxte & McAuxxxxx XXX and Shaw Xxxtxxx XXX at the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.6.
Officer's Certificate as to Tax Matters. Symantec knows of no reason why it will be unable to deliver to Hellxx Xxxmxx Xxxte & McAuxxxxx XXX and Shaw Xxxtxxx XXX at the Closing an Officer's Certificate in form sufficient to enable each such counsel to render the opinions required by Section 6.6.
Officer's Certificate as to Tax Matters. TCA knows of no reason why it will be unable to deliver to Xxxxxx Xxxxxx White & XxXxxxxxx LLP and Xxxx and Xxxx LLP, at the Closing, an officer's certificate in the form and substance of Exhibit B to this Agreement. TCA shall use its best efforts to obtain and deliver that certificate to both of those law firms. (There is no Exhibit A to this Agreement.)
