Tax Opinion Relating to the Merger. Buyer shall have received an opinion from Xxxxxxx Procter LLP, dated as of the Closing Date, substantially 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 its opinion, Xxxxxxx Procter LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the Company.
Tax Opinion Relating to the Merger. Buyer shall have received an opinion from Xxxxxxx Procter LLP, dated as of the Closing Date, substantially 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. The issuance of such opinion shall be conditioned upon the receipt by such counsel of customary representation letters from Buyer, on the one hand, and the Company, on the other hand, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.
Tax Opinion Relating to the Merger. The Company shall have received the written opinion of Company’s counsel, 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; provided, however, that if Company’s counsel shall not render such opinion, this condition will nonetheless be deemed satisfied if Buyer’s counsel shall render such opinion to the Company. In rendering such opinion, Company’s counsel or Buyer’s counsel, as appropriate, shall be entitled to rely upon the representations contained in the letters of Buyer and the Company referred to in Section 6.17(d) hereto and upon such other representations as the counsel rendering such tax opinion reasonably deems relevant.
Tax Opinion Relating to the Merger. EOP shall have received an opinion dated the Closing Date from Xxxxx & Xxxxxxx L.L.P. or other counsel reasonably satisfactory to EOP, based upon customary certificates and letters, which letters and certificates are to be in a form to be agreed upon by the parties and dated the Closing Date, to the effect that the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Code.
Tax Opinion Relating to the Merger. Cornerstone shall have received an opinion dated the Closing Date from King & Spalding or other counsel reasonably satisfactory to Cornerstone, based upon customary certificates and letters, which letters and certificates are to be in a form to be agreed upon by the parties and dated the Closing Date, to the effect that the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Code.
Tax Opinion Relating to the Merger. Camden shall have received an opinion from Berry, Dunn, XxXxxx & Xxxxxx, and KSB shall have received an opinion from Luse, Lehman, Xxxxxx, Xxxxxxxx & Xxxxxx, dated in each case as of the Closing Date, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinions which are consistent with the state of facts existing at the Closing Date, 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 opinions, such counsel may require and rely upon representations and covenants including those contained in certificates of officers of Camden, KSB and others, reasonably satisfactory in form and substance to such counsel.
Tax Opinion Relating to the Merger. The Company shall have received an opinion from Xxxxxxxx, Xxxxx & Xxxxxx LLP, dated as of the Closing Date, substantially 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 its opinion, Xxxxxxxx, Xxxxx & Xxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the Company. ARTICLE VIII—
Tax Opinion Relating to the Merger. The Parent and the Company shall each have received the written opinion of Proskauer Rose LLP dated as of the Closing Date and in form and substance reasonably satisfactory to each of the Parent and the Company, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Proskauer Rose LLP may rely upon the Company Reorganization Representation Letter and Parent Reorganization Representation Letter. The opinion conditions referred to in this Section 6.1(f) shall not be waivable after receipt of the Company Shareholder Approval and the Parent Shareholder Approval, unless further approval of the shareholders of the Company or the Parent, as the case may be, is obtained with appropriate disclosure.
Tax Opinion Relating to the Merger. Xxxxxxxxxx shall have received an opinion from Xxxxxxx, Procter & Xxxx LLP, and VFSC shall have received an opinion from Xxxxxxxx & Worcester LLP, dated in each case as of the Closing Date, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinions which are consistent with the state of facts existing at the Closing Date, 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 opinions, such counsel may require and rely upon representations and covenants including those contained in certificates of officers of Xxxxxxxxxx, VFSC and others, reasonably satisfactory in form and substance to such counsel. 8.9
Tax Opinion Relating to the Merger. Parent shall have received an opinion from Axxxxx & Pxxxxx LLP, special tax counsel to Parent (or other such law firm of national standing), dated as of the Closing Date, 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 under the provisions of Section 368(a) of the Code. In rendering this opinion, counsel shall be entitled to rely upon customary representations of the Company and Parent reasonably requested by counsel, including those contained in customary tax representation letters.
