Tax Opinion or Letter Sample Clauses

Tax Opinion or Letter. OLB shall have received an opinion of Ober, Kaler, Xxxxxx & Xxxxxxx, P.C., counsel to OLB, or a letter from Xxxxxx & Company, LLP, OLB’s independent certified public accountants, dated the Closing Date, to the effect that the Merger constitutes a reorganization under Section 368(a) of the IRC; in rendering their opinion, such counsel or firm may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of Holdings, OLB and others.
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Tax Opinion or Letter. Holdings shall have received an opinion of Xxxxxx Xxxxxxxxx LLC, counsel to Holdings, or a letter from Xxxxxxx & Company, Holdings’ independent certified public accountants, dated the Closing Date, to the effect that (i) the Merger constitutes a reorganization under Section 368(a) of the IRC, and (ii) any gain realized in the Merger will be recognized only to the extent of cash or other property (other than OLB Common Stock) received in the Merger, including cash received in lieu of fractional share interests; in rendering their opinion, such counsel may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of Holdings, OLB, and others.
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Tax Opinion or Letter. RBI shall have received an opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel to RBI, or a letter from Xxxxxx & Company, RBI’s independent certified public accountants, dated the Closing Date, to the effect that (i) the Merger constitutes a tax-free reorganization under Section 368(a) of the IRC, and (ii) any gain realized in the Merger will be recognized only to the extent of cash or other property (other than OLB Common Stock) received in the Merger, including cash received in lieu of fractional share interests; in rendering their opinion, such counsel or accountants may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of RBI, OLB and others.
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Tax Opinion or Letter. Tower shall have received an opinion of Xxxxxxxx Xxxxxxxx, P.C., special counsel to Tower, or a letter from Xxxxx Xxxxxxx Xxxxxx and Company, LLC, Tower’s independent certified public accountants, dated the Closing Date, to the effect that (a) the Merger constitutes a reorganization under Section 368(a) of the IRC, and (b) any gain realized in the Merger will be recognized only to the extent of cash or other property (other than Tower Common Stock) received in the Merger, including cash received in lieu of fractional share interests; in rendering their opinion, such counsel or firm may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of FNB, Tower and others.
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Tax Opinion or Letter. HBI shall have received an opinion of Ober, Kaler, Xxxxxx & Xxxxxxx, Professional Corporation counsel to HBI, or a letter from Xxxxxxx & Company, HBI’s independent certified public accountants, dated the Closing Date, to the effect that the Merger constitutes a tax-free reorganization under Section 368(a) of the IRC; in rendering their opinion, such counsel or firm may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of PBI, HBI and others.
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Tax Opinion or Letter. NPB shall have received an opinion of Xxxxxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxx, P.C., special counsel to NPB, or a letter from Xxxxx Xxxxxxxx LLP, NPB’s independent certified public accountants, dated the Closing Date, to the effect that (a) the Merger constitutes a reorganization under Section 368(a) of the IRC, and (b) any gain realized in the Merger will be recognized only to the extent of cash or other property (other than NPB Common Stock) received in the Merger, including cash received in lieu of fractional share interests; in rendering their opinion, such counsel or firm may require and rely upon representations and reasonable assumptions, including those contained in certificates of officers of PFI, NPB and others.
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Related to Tax Opinion or Letter

  • Tax Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special tax counsel to the Depositor, will have furnished to the Representatives their written opinion, dated as of the Closing Date, in form and in substance satisfactory to the Representatives in their reasonable judgment, to the effect that:

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Opinion of Counsel for Borrower Favorable opinions, dated as of the Closing Date, from counsels for Borrower and General Partner, as to such matters as Administrative Agent may reasonably request;

  • Tax Opinions (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

  • Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the 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. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Seller The Buyer shall have received a favorable opinion from counsel for the Seller dated the date of the Closing, in form satisfactory to counsel for the Buyer, to the effect that:

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of Xxxxx Xxxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

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