Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. Nova II shall have received the written opinion of Xxxxxxxxx Xxxxxxx LLP (or other counsel to Nova II reasonably satisfactory to Nova I and Constellation OP, which the parties agree shall include the firms listed on Section 7.03(l) of the Nova II Disclosure Letter), dated as of the date that includes the Nova II Merger Effective Time and in form and substance reasonably satisfactory to Nova II, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Nova II Merger will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code. In rendering such opinion, counsel shall be entitled to require and rely upon customary assumptions and customary representations contained in certificates of officers of Nova II and Newco, reasonably satisfactory in form and substance to Nova II and Newco.

Section 368 Opinion. Nova II I shall have received the written opinion of Xxxxxxxxx Xxxxxxx Xxxxxx & Bird LLP (or other counsel to Nova II I reasonably satisfactory to Nova I II and Constellation OP, which the parties agree shall include the firms listed on Section 7.03(l7.02(k) of the Nova II I Disclosure Letter), dated as of the date that includes the Nova II I Merger Effective Time and in form and substance reasonably satisfactory to Nova III, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Nova II I Merger will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code. In rendering such opinion, counsel shall be entitled to require and rely upon customary assumptions and customary representations contained in certificates of officers of Nova II I and Newco, reasonably satisfactory in form and substance to Nova II I and Newco.