Opinions of Tax Counsel Sample Clauses

Opinions of Tax Counsel aaiPharma shall have received a written opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., and CIMA shall have received a written opinion of Xxxxxx & Xxxxxxx LLP, each dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that each Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and/or that the Mergers, taken together, will be treated as an exchange described in Section 351 of the Code. In rendering such opinions, Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. and Xxxxxx & Xxxxxxx LLP each will be entitled to receive and rely upon customary certificates and representations of officers of aaiPharma and CIMA reasonably satisfactory to such counsel and in substantially the forms attached hereto as Exhibit 7.01(g).
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Opinions of Tax Counsel. Wachovia shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, and SouthTrust shall have received an opinion of Xxxxxxx Xxxxx Rose & White LLP, each dated the Closing Date and based on facts, representations and assumptions described in each such opinion, to the effect that (1) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code, (2) Wachovia and SouthTrust will each be a party to that reorganization within the meaning of Section 368(b) of the Code and (3) no gain or loss will be recognized by shareholders of SouthTrust who receive shares of Wachovia Common Stock in exchange for all of their SouthTrust Common Stock, except with respect to any cash received in lieu of fractional shares. In rendering such opinions, Xxxxxxxx & Xxxxxxxx LLP and Xxxxxxx Xxxxx Rose & White LLP each will be entitled to receive and rely upon customary certificates and representations of officers of Wachovia and SouthTrust.
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Opinions of Tax Counsel. Wachovia shall have received an opinion of Sullivan & Cromwell LLP, and Golden West shall have received an opinixx of Xxxxxxxx, Lipton, Rosen & Katz, each dated the Closing Date and based on facts, rexxxxxntaxxxxs and assumptions set forth or described in each such opinion, to the effect that (1) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (2) Wachovia, Merger Sub and Golden West will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinions, Sullivan & Cromwell LLP and Wachtell, Lipton, Rosen & Katz each xxxx xx entxxxxx xx receive and rely upon customary cexxxxicates and representations of officers of Wachovia, Merger Sub and Golden West.
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Opinions of Tax Counsel. First Busey shall have received an opinion of Xxxxxxx and Xxxxxx LLP, and Main Street shall have received an opinion of Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx LLP, each dated the Closing Date and based on facts, representations and assumptions set forth or described in each such opinion, to the effect that (1) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (2) First Busey and Main Street will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinions, Xxxxxxx and Xxxxxx LLP and Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx LLP, each will be entitled to receive and rely upon customary certificates and representations of officers of First Busey and Main Street.
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Opinions of Tax Counsel. Wachovia shall have received an opinion of Simpson Thacher & Xxxxxxxx XXX, anx X.X. Xdwards shaxx xxxx xxxxived an opinion of Wachtell, Lipton, Rosen & Katz, eaxx xxted xxx Closing Date and based on facts, representations and assumptions set forth or described in each such opinion, to the effect that (1) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (2)
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Opinions of Tax Counsel. Wachovia shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, and Golden West shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, each dated the Closing Date and based on facts, representations and assumptions set forth or described in each such opinion, to the effect that (1) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (2) Wachovia, Merger Sub and Golden West will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinions, Xxxxxxxx & Xxxxxxxx LLP and Wachtell, Lipton, Xxxxx & Xxxx each will be entitled to receive and rely upon customary certificates and representations of officers of Wachovia, Merger Sub and Golden West.
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Related to Opinions of Tax Counsel

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • Opinions of Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.

  • Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

  • Opinions Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (c) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Opinion and Comfort Letter Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

  • Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all covenants and conditions precedent in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

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