Common use of Opinion of Tax Counsel Clause in Contracts

Opinion of Tax Counsel. Validus shall have received an opinion from Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to Validus, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP may require and rely upon representations contained in letters from each of IPC and Validus.

Opinion of Tax Counsel. Validus IPC shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to ValidusIPC, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of IPC and Validus.

Opinion of Tax Counsel. Validus IPC shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to ValidusIPC, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of IPC and Validus.

Opinion of Tax Counsel. Validus Max shall have received an opinion from Xxxxxx Xxxxxx Akin, Gump, Strauss, Xxxxx & Xxxxxxx Xxxx LLP, special counsel to ValidusMax, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus Max will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx & Akin Gump Xxxxxxx Xxxxx and Xxxx LLP may require and rely upon representations contained in letters from each of IPC and ValidusMax.

Opinion of Tax Counsel. Validus shall have received an opinion from Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to Validus, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP may require and rely upon representations contained in letters from each of IPC and Validus.

Opinion of Tax Counsel. Validus IPC shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to ValidusIPC, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Validus Max will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) Validus IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued Validus IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of IPC and ValidusMax.