Common use of Tax Opinion Relating to the Merger Clause in Contracts

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.

Appears in 5 contracts

Samples: Employment Agreement (Alliance Financial Corp /Ny/), Employment Agreement (NBT Bancorp Inc), Agreement and Plan of Merger (Union Bankshares Co/Me)

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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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bancorp Rhode Island Inc), Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Danvers Bancorp, Inc.)

Tax Opinion Relating to the Merger. Buyer The Company shall have received an opinion from Xxxxxxx Procter Xxxxxxxx & Xxxx 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 Xxxxxxxx & Wood LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Camden National Corp), Agreement and Plan of Merger (Union Bankshares Co/Me)

Tax Opinion Relating to the Merger. Buyer The Company shall have received an opinion from Xxxxxxx Procter Xxxxx Lovells US 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 Xxxxx Lovells US LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the Company.

Appears in 2 contracts

Samples: Employment Agreement (Alliance Financial Corp /Ny/), Employment Agreement (NBT Bancorp Inc)

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Tax Opinion Relating to the Merger. Buyer shall have received an opinion from Xxxxxxx Procter Goodxxx Xxxcter 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 Goodxxx Xxxcter LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merrill Merchants Bancshares Inc)

Tax Opinion Relating to the Merger. Buyer shall have received an opinion from Xxxxxxx Procter Xxxxx Lovells US 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 Xxxxx Lovells US LLP may require and rely upon representations contained in certificates of officers of each of Buyer and the CompanyTax Representation Letters.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CNB Financial Corp/Pa)

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