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

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. The Company Buyer shall have received the written opinion of CompanyBuyer’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 CompanyBuyer’s counsel shall not render such opinion, this condition will nonetheless be deemed satisfied if Buyerthe Company’s counsel shall render such opinion to the CompanyBuyer. In rendering such opinion, CompanyBuyer’s counsel or Buyerthe Company’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.