Common use of Opinion of Special Tax Counsel for the Offerors Clause in Contracts

Opinion of Special Tax Counsel for the Offerors. On or prior to the Closing Date, the Purchasers shall have received an opinion, dated as of the Closing Date, of Xxxxx X. Xxxxxxx, Esquire, 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 Debentures 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. On or prior to the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxx Xxxxx X. Xxxxxxx, EsquireLLP, 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 Debentures 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. On or prior to the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxx X. Xxxxxxx, EsquireXxxxxxxxxx Xxxxxxx PC, 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 Debentures 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. On or prior to the Closing Date, the Purchasers shall have received an opinion, dated as of the Closing Date, of Xxxxx X. Xxxxxx, Hall & Xxxxxxx, Esquire, 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 Debentures 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. On or prior to At the Closing DateTime, the Purchasers Placement Agent shall have received an opinion, dated as of the Closing DateTime, of Xxxxx X. Xxxxxxx, EsquireThacher Proffitt & Wood, special tax counsel for the Offerors, xxxxxxx xx xxx 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 Debentures 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. On or prior to the Closing Date, the Purchasers shall have received an opinion, dated as of the Closing Date, of Xxxxx X. Xxxxxxx, EsquireTxxxxxx Xxxxxxxx & Wood 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 Debentures 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. On or prior to At the Closing DateTime, the Purchasers Placement Agent shall have received an opinion, dated as of the Closing DateTime, of Xxxxx X. Xxxxxxx, EsquireXxxxxxx Xxxxxxxx & Wood, special tax counsel for to the Offerors, 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 Debentures 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. On or prior to At the Closing DateTime, the Purchasers Placement Agent shall have received an opinion, dated as of the Closing DateTime, of Xxxxx X. Xxxxxxx, EsquireThacher Proffitt & Wood, special tax counsel for to the Offerors, Offerors that (i) the Trust will xxx Xxxxx xxxx 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 Debentures 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.