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: Merger Agreement (NBT Bancorp Inc), Merger Agreement (Alliance Financial Corp /Ny/), Merger Agreement (Camden National Corp)

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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: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (Bancorp Rhode Island Inc), Merger Agreement (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: Merger Agreement (Camden National Corp), Merger Agreement (Union Bankshares Co/Me)

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

Appears in 2 contracts

Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (Bancorp Rhode Island Inc)

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

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: Merger Agreement (Merrill Merchants Bancshares Inc)

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