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

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 Xxxxx & Xxxxxxx LLP, 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. At the Closing Date, the Underwriters shall have received an opinion, dated as of the Closing Date, of Xxxxx Hunton & Xxxxxxx LLPXxxxxxxx, 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 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 Preferred 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. At the Closing DateTime, the Underwriters Initial Purchaser shall have received an opinion, dated as of the Closing DateTime, of Xxxxx Pitney, Xxxxxx, Xxxx & Xxxxxxx LLPXxxxx, 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 (iiiii) although the discussion set forth in the Prospectus 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 Preferred 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 Preferred 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. At the First Closing Date, the Underwriters shall have received an opinion, dated as of the First Closing Date, of Xxxxx & Xxxxxxx LLP_______________________, 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 Material Federal Income Tax Consequences" does not purport to discuss all possible United States states federal income tax consequences of the purchase, ownership and disposition of the Preferred Securities, such discussion constitutes, in all material materials 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 DateTime, the Underwriters shall have received an opinion, dated as of the Closing DateTime, of Xxxxx Hunton & Xxxxxxx LLPXxxxxxxx, 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 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.