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

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

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