Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. The Company shall have received a written opinion of Company Tax Counsel, or other nationally recognized tax counsel to the Company, dated as of the Closing Date and substantially in the form set forth in Section 7.3(f) of the Company Disclosure Schedule, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, such counsel may rely upon the tax representation letters described in Section 6.17.

Section 368 Opinion. The Company shall have received a the written opinion of Company Tax Counsel▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or other nationally recognized tax counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date and substantially in the form set forth in Section 7.3(f) of the Company Disclosure ScheduleDate, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each of the Company Merger and the Topco Merger will qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, such counsel may shall rely upon the tax representation letters described in Section 6.177.15(a)(iii) and Section 7.15(b)(iii).

Section 368 Opinion. The Company shall have received a the written opinion of Company Tax Counsel, ▇▇▇▇▇ Lovells US LLP (or other nationally recognized tax counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date and substantially in the form set forth in Section 7.3(f) of the Company Disclosure ScheduleDate, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, such counsel may shall rely upon the tax representation letters described in Section 6.177.15(a)(iii) and Section 7.15(b)(iii).

Section 368 Opinion. The Company shall have received a written opinion of Company Tax Counsel, Counsel or other nationally recognized tax counsel to the Company, dated as of the Closing Date and substantially in the form set forth in attached hereto as Section 7.3(f7.03(f) of the Company Disclosure Schedule, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, such counsel may rely upon the tax representation letters described in Section 6.176.18.

Section 368 Opinion. The Company shall have received a the written opinion of Company Tax Counsel, H▇▇▇▇ Lovells US LLP (or other nationally recognized tax counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date and substantially in the form set forth in Section 7.3(f) of the Company Disclosure ScheduleDate, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, such counsel may shall rely upon the tax representation letters described in Section 6.177.15(a)(iii) and Section 7.15(b)(iii).