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

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Purchasers shall have received an opinion, dated as of the Closing Date, of Xxxxxxx 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 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 the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx & Wood llpXxxxxx P.A., 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. On the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx Thacher Proffitt & Wood llpLLP, special tax counsel for the Offerors, that xxxx (ix) the Trust xxx Xxust 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. On the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx Thacher Proffitt & Wood llpWood, special tax counsel for the Offerors, that thxx (ix) the Trust 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. On the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx Xxxxxx & Wood llpXxxxxxxxx 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. On the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx Thacher Proffitt & Wood llpWood, special tax counsel for the Offerors, that thax (ix) the Trust 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. On the Closing Date, the Purchasers Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxxx & Wood llpLowenstein Sandler PC, special tax counsel for the Offerors, that thax (ix) the Trust will xxx Xxxxx xxxl 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.