Common use of Opinion of Parent’s Tax Counsel Clause in Contracts

Opinion of Parent’s Tax Counsel. Parent shall have received an opinion of Sxxxxxxx & Cxxxxxxx LLP, dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that both Company and Parent will be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Sxxxxxxx & Cxxxxxxx LLP will be entitled to receive and rely upon customary certificates and representations of officers of Parent and the Company.

Opinion of Parent’s Tax Counsel. Parent shall have received an opinion of Sxxxxxxx & Cxxxxxxx LLP, dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that the Merger Transaction will be treated as a reorganization within the meaning of Section 368(a) of the Code and that both Company and Parent will be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Sxxxxxxx & Cxxxxxxx LLP will be entitled to receive and rely upon customary certificates and representations of officers of Parent and the Company.. 35

Opinion of Parent’s Tax Counsel. Parent shall have received an opinion of Sxxxxxxx Xxxxxxxx & Cxxxxxxx Xxxxxxxx LLP, dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that the Merger Transaction will be treated as a reorganization within the meaning of Section 368(a) of the Code and that both Company and Parent will be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Sxxxxxxx Xxxxxxxx & Cxxxxxxx Xxxxxxxx LLP will be entitled to receive and rely upon customary certificates and representations of officers of Parent and the Company.

Opinion of Parent’s Tax Counsel. Parent shall have received an opinion of Sxxxxxxx Xxxxxxxx & Cxxxxxxx Xxxxxxxx LLP, dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that both Company and Parent will be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Sxxxxxxx Xxxxxxxx & Cxxxxxxx Xxxxxxxx LLP will be entitled to receive and rely upon customary certificates and representations of officers of Parent and the Company.