Parent Tax Opinion. Parent shall have received an opinion of Xxxxxxxxxx & Xxxxx LLP on the basis of the representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, wherein the party providing the opinion opines (1) to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (2) the Fundamental Opinions listed in Exhibit I; provided, however in the event Xxxxxxxxxx & Xxxxx LLP is unwilling or unable to provide the relevant opinion with the requisite degree of certainty set forth in this Section 7.2(e), Parent shall have received an opinion with the requisite degree of certainty from XxXxxxxxx, Will & Xxxxx LLP. In rendering such opinion, such tax counsel providing the opinion shall be permitted to rely upon reasonable representations, including a representation that the Company and its Subsidiaries had no plan or intention at the time of the Reorganized TCEH Spin-Off and that the Company and its Subsidiaries and Reorganized TCEH have no intention at the time of the Merger to take, and did not take, any action that is inconsistent with the Intended Tax-Free Treatment. In giving the opinion described in (1) above, such tax counsel providing the opinion shall assume that the Reorganized TCEH Contributions, the Reorganized TCEH Conversion and the Reorganized TCEH Spin-Off meet the requirements of Sections 368(a)(1)(G), 355, and 356 of the Code.
Parent Tax Opinion. Parent shall have received the opinion of Xxxxxx & Xxxxxxx LLP, dated as of the Closing Date, to the effect that on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP shall receive and rely upon representations contained in letters of Parent (together with Merger Sub) and the Company to be delivered as of the Closing Date substantially in the forms attached hereto as Exhibits 7.1(g) and 7.1(h), respectively. The opinion referred to in this Section 7.1(g) shall not be waivable after receipt of the Company Stockholder Approval or the Parent Stockholder Approval referred to in Section 7.1(b), unless further stockholder approval is obtained with appropriate disclosure.
Parent Tax Opinion. Parent shall have received the opinion of Xxxxxx Xxxxxx LLP, or other reputable Tax counsel as is reasonably satisfactory to Parent and the Company, dated as of the Closing Date, to the effect that the Merger will qualify as a tax free reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 8.2(c), the Tax counsel rendering such opinion shall have received the certificates and may rely upon the representations referred to in Section 7.12(b).
Parent Tax Opinion. Parent shall have received a written opinion from Parent Counsel (or if Parent Counsel is unable or otherwise unwilling to issue such an opinion, from another nationally recognized law firm reasonably acceptable to Parent), in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income Tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Parent Tax Opinion. Parent will have received from Weil, Gotshal and Mxxxxx LLP, counsel to Parent, an opinion, dated as of the Closing Date, to the effect that Section 7874 of the Code, the regulations promulgated thereunder, or official interpretation thereof as set forth in published guidance by the IRS should not apply in such a manner so as to cause Parent to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874(b) of the Code from and after the Closing Date as a result of the Transactions (it being understood that in rendering such opinion, Weil, Gotshal & Mxxxxx LLP may rely upon representations and assumptions, including the applicable tax representation letters referred to in Section 6.14); and
Parent Tax Opinion. In the event that any cash consideration is paid to any Stockholder in connection with the Merger, Parent shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, PC, in form and substance reasonably satisfactory to Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, to the effect that the Merger will qualify as a reorganization pursuant to Section 368(a)(1) of the Code. The issuance of such tax opinion will be conditioned upon the receipt by Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, PC of representation letters from each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, and such letters shall be dated on or before the date of such tax opinion and shall not have been withdrawn or modified in any material respect as of the Effective Date.
Parent Tax Opinion. Parent shall have received a written opinion from Dechert LLP, or if Dechert LLP is unable or unwilling to deliver such opinion, from Xxxxx Day, in form and substance reasonably acceptable to Parent to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Parent Merger and the Rooster Merger each will qualify as either (i) a “reorganization” within the meaning of Section 368(a) of the Code or (ii) taken together, an exchange described in Section 351 of the Code (the “Parent Tax Opinion”), which opinion shall not have been withdrawn or modified in any material respect and shall be provided to Parent. In rendering such opinion, Dechert LLP or Xxxxx Day, as applicable, may rely on the representation letters delivered pursuant to Section 5.16 and such other information as it considers relevant. Such opinion shall be in a form customary for transactions of this nature and shall be subject to customary assumptions, qualifications and representations.
Parent Tax Opinion. Parent shall have received an opinion of Xxxxxxx, Xxxx & Xxxxx LLP, Tax counsel to Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the date on which the Effective Time occurs, to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxxx Xxxx & Xxxxx LLP shall be entitled to rely upon the representations of officers of the Company and Parent made in the manner specified in Section 7.19(b);
Parent Tax Opinion. Parent shall have received a written opinion of counsel from Xxxxxxxxx Xxxxxxx, P.A., in form reasonably satisfactory to Parent (the “Parent Tax Opinion” and together with the Company Tax Opinion, the “Tax Opinions”), dated as of the Closing Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such Parent Tax Opinion, such counsel shall be entitled to rely upon representations of officers of Company and Parent reasonably satisfactory in form and substance to such counsel. If Xxxxxxxxx Traurig, P.A. does not render such opinion, this condition may be satisfied if a nationally-recognized law firm (other than Xxxxx Xxxx & Xxxxxxxx LLP) renders such opinion, relying upon representations of officers of the Company and Parent reasonably satisfactory in form and substance to such firm.
Parent Tax Opinion. Parent shall have received the written opinion of Wachtell on the basis of certain facts, representations, covenants and assumptions set forth in such opinion, dated the Closing Date, to the effect that for U.S. federal income tax purposes the Integrated Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.03(e), Wachtell may require and rely upon (and may incorporate by reference) reasonable and customary facts, representations, covenants and assumptions, including those contained in certificates of officers of the Company, Parent, Merger Sub I and Merger Sub II.
