Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & Wood, special tax counsel for the Offerors, thax (x) xxx Xxxxx will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxx Xxxx & Xxxxxx L.L.P., special tax counsel to the Offerors, substantially to the effect that (i) the Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified as a grantor trust for United States federal income tax purposes, and (iii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxxx & Xxxxx L.L.P., Houston, Texas, special tax counsel to the Offerors, in form and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of Bryan Cave LLP, St. Louis, Missouri, special tax counsel to the Offeroxx, xx xxxm and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Subordinated Debentures issued by the Company to the Trust in connection with the issuance of the Preferred Securities will be treated as indebtedness of the Company for federal income tax purpose; (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (iii) the statements set forth in the Prospectus under the caption "Federal Income Tax Consequences" constitute in all material respects a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Date, the Underwriters shall have received an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special tax counsel to the Offerors, that (i) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) although the discussion set forth in the Prospectus under the heading "Certain Federal Income Tax Consequences" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. The favorable opinion, dated such Date of Delivery, of Bryan Cave LLP, special tax counsel to the Offerors, relating to xxx Xxxxxxal Preferred Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(e) of this Agreement.
Opinion of Special Tax Counsel for the Offerors. At Closing Time, the Underwriters shall have received an opinion, dated as of Closing Time, of Hunton & Xxxxxxxx, special tax counsel to the Offerors, that (i) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) although the discussion set forth in the Prospectus under the heading "Material United States Federal Income Tax Consequences" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Initial Purchaser shall have received an opinion, dated as of the Closing Time, of Pitney, Xxxxxx, Xxxx & Xxxxx, special tax counsel to the Offerors, that (i) the Subordinated Debentures will be classified for United States federal income tax purposes as indebtedness of the Company, (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (iii) although the discussion set forth in the Offering Memorandum under the heading "Certain Federal Income Tax Consequences" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Initial Purchaser and MM Community Funding IX, Ltd. shall have received an opinion, dated as of the Closing Date, of Pitney, Hxxxxx, Xxxx & Sxxxx LLP, special tax counsel for the Offerors, that (i) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated the Closing Time, of Thacher Proffitt & Wood LLP, special txx xxxxxxx xx xxe Offerors, in form and substance reasonably satisfactory to the Underwriters, that (i) the Trust will be classified for federal income tax purposes as a grantor trust and will not be classified as an association taxable as a corporation (ii) the Debt Securities will be characterized for federal income tax purposes as the Company's indebtedness, and (iii) although the discussion set forth in the Registration Statement, the Prospectus and the Disclosure Package under the caption "Certain U.S. Federal Income Tax Consequences" does not purport to discuss all possible federal income tax consequences of the purchase, ownership and disposition of the Capital Securities or the Debt Securities, such discussion, to the extent that it constitutes matters of law or purports to describe certain provisions of the federal income tax laws, is a correct summary in all material respects of the matters discussed therein. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
