Common use of Tax Opinion Clause in Contracts

Tax Opinion. Parent and Company shall each have received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: (i) the Merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC .

Tax Opinion. Parent and Company Saratoga shall each have received an opinionthe opinion of Deloitte & Touche LLP, independent accountants to Saratoga (or other accounting or law firm reasonably acceptable to SJNB), dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevantClosing Date, to the effect that: that (i) the Merger will should be treated for federal Federal income Tax tax purposes as a reorganization qualifying under within the provisions meaning of Section section 368(a) of the Code; , (ii) SJNB and Saratoga should each be a party to that reorganization within the meaning of section 368(b) of the Code and (iii) (1) except for any cash received in lieu of any fractional share, no gain or loss shall should be recognized upon the exchange by holders of Company Saratoga Common Stock solely for Parent who receive SJNB Common Stock; (iii) with respect to cash received Stock in exchange for Company the Saratoga Common Stock, gain, if any, realized by Stock which they hold; (2) the recipient on holding period of SJNB Common Stock exchanged for Saratoga Common Stock should include the exchange shall be recognized, but in an amount not in excess holding period of the amount Saratoga Common Stock for which it is exchanged, assuming the shares of such cashSaratoga Common Stock are capital assets in the hands of the holder thereof at the Effective Time; and (iv3) with respect to Parent the basis of the SJNB Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has should be the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal same as the basis of the recipient’s Company Saratoga Common Stock surrendered on for which it was exchanged, less any basis attributable to fractional shares for which cash is received. In rendering such opinion, such independent accountants ( or law firm) may require and rely upon representations and covenants contained in certificates of officers of SJNB, Saratoga, SNB and others. If the exchangeopinion referred to in this Section 6.3(d) is not delivered, reduced by such condition shall be deemed satisfied if Saratoga shall have received an opinion to the amount effect of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange subsections (whether characterized as dividend or capital gain income); i) and (viii) the holding period for any Parent Common Stock received above from Pillsbury Madison & Sutro LLP or another law or accounting firm selected by SJNB and reasonably acceptable to Saratoga. Saratoga will cooperate in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided obtaining such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC opinion.

Tax Opinion. Parent and Company Purchaser shall each have received an opinionobtain a written opinion ("Tax Opinion") of Vedder, Price, Kaufman & Kammholz, P.C. addressed to Purchaser, dated as of the Effective TimeClosing Daxx, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form subject to customary representations to be made by Purchaser and substance the Company relating to the Company Merger and its counsel the Bank Merger and assumptions referred to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opiniontherein, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (ia) the Merger will be treated for federal income Tax purposes as constitute a tax-free reorganization qualifying under within the provisions meaning of Section 368(a) of the CodeCode and Purchaser and the Company will each be a party to such reorganization; (iib) no gain or loss shall be recognized upon the exchange in the Merger of Company Purchaser Common Stock solely for Parent Common Stock; (iii) with respect to and cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on will not give rise to the date recognition of any income, gain or loss to Purchaser, the Company, or the stockholders of the exchangeCompany with respect to such exchange except, such gain shall be treated as capital gain (long-term or short-termwith respect to the stockholders of the Company, depending on to the shareholders’ respective holding periods for their Company Common Stock), except extent of any Cash Consideration received in the case Merger and any cash received in lieu of any such shareholder as to which fractional shares; (c) the exchange has the effect of a dividend within the meaning of Section 356(a)(2) adjusted tax basis of the Code; (v) the basis of any Parent Purchaser Common Stock received by Company stockholders in exchange for the Merger will equal the adjusted tax basis of the Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced exchanged therefor decreased by the amount of cash money received on in the exchange, exchange and increased by the amount of gain recognized in the gain recognized, if any, on the exchange exchange; (whether characterized as dividend or capital gain income); and (vid) the holding period for any Parent of the Purchaser Common Stock received in exchange for Company Common Stock the Merger will include the period during which the shares of Company Common Stock surrendered on the in exchange was therefor were held, provided such stock was shares of Company Common Stock were held as a capital asset on at the date Effective Time; (e) the adjusted tax basis of the exchange. In connection therewith, each assets of Parent and the Company shall deliver in the hands of Purchaser will be the same as the adjusted tax basis of such assets in the hands of the Company immediately prior to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form the exchange; and substance reasonably satisfactory (f) the holding period of the assets of the Company transferred to Barley, Snyder, Xxxxx & Xxxxx, LLC Purchaser will include the period during which such assets were held by the Company prior to the exchange.

Tax Opinion. Parent and The Company shall each have received an the opinion, dated as based on appropriate representations of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counselof Piper & Marbury L.L.P., special counsel to the Company, dated on or about the date on which the Registration Statement (or the last amendment thereto) shall have become effective, which opinion shall have been confirmed in writing on and as of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, the Closing Date to the effect that: : (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the stockholders of the Company upon the exchange of their shares of Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect The aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Company Common Stock exchanged therefor; (v) The holding period for shares of Parent Common Stock received in exchange for shares of Company Common Stock which was pursuant to the Merger will include the holding period of the shares of Company Common Stock exchanged therefor, provided such shares of Company Common Stock were held as a capital asset on assets by the date stockholder at the Effective Time; and (vi) A stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Piper & Marbury L.L.P. may receive and rely upon covenants, agreements, representations and warranties contained in the exchangeCompany Tax Certificate, the Parent Tax Certificate, and increased by the amount other appropriate certificates of the gain recognizedParent, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLCXxxxxxxxxx Xxxxxxx PC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: (i) the Merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC Xxxxxxxxxx Xxxxxxx PC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Xxxxxxxxxx Xxxxxxx PC.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Morgxx, Xxxxx & Xockxxx XXX, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the Company Common Stock exchanged therefor; (v) the holding period for shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger will include the holding period of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the exchangeParent Tax Certificate), and increased by the amount representations of the gain recognizedCompany (including, if anywithout limitation, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received representations contained in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Tax Certificate) and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC representations by others.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Xxxxxx, Xxxx & Xxxxxxxx LLP may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Adviser Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Adviser Agreement.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of White & Case, in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is paid) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received on received. In rendering such opinion, White & Case may rely upon, among other things, the exchangerepresentations contained herein, representations from Parent substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company substantially similar to the representations in the Company Tax Certificate attached to the Company Letter and increased by the amount representations from certain stockholders of the gain recognized, Company. This condition precedent shall be satisfied even if any, on such opinion does not express an opinion as to the exchange (whether characterized as dividend or capital gain income); and (vi) tax consequences of a conversion in the holding period for any Parent Common Stock received in exchange for Merger of Company Common Stock will include that is received upon the period during which exercise of Warrants prior to the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date Effective Time in contemplation of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Merger.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of ----------- Holland & Xxxx, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Holland & Xxxx may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Adviser Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Adviser Agreement.

Tax Opinion. Parent Avatex and Company Xetava shall each have received an opinion, dated as opinion of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such their counsel, dated on or about the date of such opinionWeil, and such other facts, representations and customary limitations as such counsel may reasonably deem relevantGotshal & Manges LLP, to the effect that: , for federal income tax purposes, (i) the Merger txx Xxxger will be treated for federal income Tax purposes as constitute a reorganization qualifying under within the provisions meaning of Section 368(a) of the Code; (ii) no gain or loss shall will be recognized by Avatex or Xetava; (iii) no gain or loss will be recognized by a holder of Avatex Shares upon the exchange of Company such shares solely for shares of Common Stock solely for Parent Common Stock; pursuant to the Merger (iii) except with respect to any cash received in lieu of Fractional Shares and any Common Stock received on account of dividend arrearages); (iv) the aggregate tax basis of the shares of Common Stock received by a holder of Avatex Shares in the Merger will be the same as the aggregate tax basis of the Avatex Shares surrendered in exchange for Company Common Stock, gain, if any, realized therefor (increased by the recipient fair market value of any Common Stock received on the exchange shall be recognizedaccount of dividend arrearages), but in an amount not in excess of less the amount of such cashtax basis allocable to Fractional Shares for which cash is received; (ivv) with respect to Parent a holder's holding period in such shares of Common Stock (other than to the extent received on account of dividend arrearages) will include its holding period in exchange for Company Common Stock which was such Avatex Shares, provided the Avatex Shares were held as a capital asset on the date of the exchange, such gain shall Merger; and (vi) no portion of the Common Stock received by a holder will be treated as capital gain (long-term or short-termreceived on account of dividend arrearages, depending on except, if the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder Merger is treated as to which the exchange has the effect of a dividend recapitalization within the meaning of Section 356(a)(2368(a) of the Code; , to the extent (vif any) that the basis fair market value at the Effective Time of any Parent Common Stock received in exchange for Company Common shares of Series A Preferred Stock shall equal or Convertible Preferred Stock exceeds the basis issue price of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchangeshares. In connection therewithrendering such opinion, each of Parent Weil, Gotshal & Manges LLP may receive and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, rely upon representations contained in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC certxxxxxxes.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Locke Liddell & Sapp LLP dated the Xxxxxnx Xxxx, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, in xxxm and substance reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: , for federal income tax purposes; (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; (ii) no gain or loss shall , and the Company, Merger Sub and Parent will each be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect a party to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend reorganization within the meaning of Section 356(a)(2368(b) of the Code; . (vii) No gain or loss will be recognized by Parent or the Company as a result of the Merger. (iii) No gain or loss will be recognized by the stockholders of the Company upon the exchange of their Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock. (iv) The aggregate tax basis of any the shares of Parent Common Stock received by a stockholder solely in exchange for Company Shares pursuant to the Merger (including fractional shares of Parent Common Stock shall equal for which cash is received) will be the same as the aggregate tax basis of the recipient’s Company Shares exchanged therefor. (v) The holding period for shares of Parent Common Stock surrendered on received by a stockholder in exchange for Shares pursuant to the exchangeMerger will include the holding period that such Shares were held by the stockholder, reduced provided such Shares were held as capital assets by such stockholder at the Effective Time. (vi) A stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such stockholder's basis in such fractional share and the amount of cash received on received. In rendering such opinion, Locke Liddell & Sapp LLP may receivx and rely xxxx representations contained in a certificate of Parent (the exchange"Parent Tax Certificate") substantially in the form attached to 38 the Parent Disclosure Letter, and increased by the amount a certificate of the gain recognized, if any, on Company (the exchange (whether characterized as dividend or capital gain income); and (vi"Company Tax Certificate") substantially in the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form attached to the Company Common Stock surrendered on the exchange was heldDisclosure Letter and other appropriate certificates of Parent, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Wachtell, Lipton, Rosen & Katz in form xxx subxxxxce reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a shareholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such shareholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Wachtell, Lipton, Rosen & Katz may recxxxx and xxxy upon representations from Parent, the exchangeCompany, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Xxxxxxxx & Xxxxxxxx in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Xxxxxxxx & Xxxxxxxx may receive and rely upon representations from Parent, the exchangeCompany, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company MotivePower shall each have received an opinionopinion of Sidley & Austin, in form and substance reasonably satisfactory to MotivePower, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and WABCO and MotivePower will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized upon by MotivePower or WABCO as a result of the exchange of Company Common Stock solely for Parent Common Stock; Merger; (iii) no gain or loss will be recognized by the shareholders of MotivePower upon the conversion of their shares of MotivePower Common Stock, together with any associated MotivePower Rights, into shares of WABCO Common Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; WABCO Common Stock; (iv) with respect to Parent the aggregate tax basis of the shares of WABCO Common Stock received in exchange for Company shares of MotivePower Common Stock, together with any associated MotivePower Rights, pursuant to the Merger (including a fractional share of WABCO Common Stock for which was held cash is paid) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company shares of MotivePower Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent WABCO Common Stock received in exchange for Company shares of MotivePower Common Stock, together with any associated MotivePower Rights, pursuant to the Merger will include the holder's holding period for such shares of MotivePower Common Stock, provided such shares of MotivePower Common Stock shall equal were held as capital assets by the basis holder at the Effective Time; and (vi) a stockholder of the recipient’s Company MotivePower who receives cash in lieu of a fractional share of WABCO Common Stock surrendered on will recognize gain or loss equal to the exchangedifference, reduced by if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received on received. In rendering such opinion, Sidley & Austin may rely as to matters of fact upon the exchangerepresentations contained herein and may receive and rely upon representations from MotivePower, WABCO, and increased by others, including representations from MotivePower to the amount effect of the gain recognized, if any, on representations in the exchange (whether characterized as dividend or capital gain income); MotivePower Tax Certificate and (vi) representations from WABCO to the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date effect of the exchange. In connection therewith, each of Parent and representations in the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC WABCO Tax Certificate.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Sidley ----------- & Austin, counsel to Parent, in form and substance reasonably satisfactory to the Company and its counsel, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Sidley & Austin may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Shareholder Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Shareholder Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Shareholder Agreement.

Tax Opinion. Parent and Company shall each have received an opiniona tax opinion from Xxxxxx Xxxxxx & Zavis, legal counsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxx may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinion, dated as The Parties agree to use their reasonable efforts to obtain a written opinion of the Effective Time, of Barley, Snyder, Castaing Xxxxxx & Xxxxx & Xxxxx, LLC, addressed to the Parties and reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such their respective counsel, dated on or about the date of such opinionthe Closing, subject to the customary representations and assumptions, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (ia) the Merger will be treated for federal Federal income Tax tax purposes as a reorganization qualifying under within the provisions meaning of Section 368(a368(a)(1)(A) of the Code; , and IBKC and XXX will each be a party to the reorganization within the meaning of Section 368(b) of the Code, (iib) no gain or loss shall will be recognized upon by IBKC and XXX as a result of the exchange Merger, (c) a shareholder of Company XXX who receives both IBKC Common Stock solely for Parent Common Stock; (iii) with respect to and cash received consideration in exchange for Company all of his or her shares of XXX Common StockStock generally will recognize gain, gainbut not loss, to the extent of the lesser of: (1) the excess, if any, realized by of (a) the recipient on the exchange shall be recognized, but in an amount not in excess sum of the amount aggregate fair market value of such cash; (iv) with respect to Parent the IBKC Common Stock received in exchange for Company (including any fractional share of IBKC Common Stock which was held as a capital asset on the date of the exchange, such gain shall deemed to be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods received and exchanged for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2cash) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by and the amount of cash received on over (b) the exchangeshareholder's aggregate tax basis in the shares of XXX Common Stock exchanged in the Merger; and (2) the amount of cash received, (d) the aggregate tax basis of the IBKC Common Stock received by shareholders of XXX who exchange all of their XXX Common Stock in the Merger will equal such shareholder's aggregate tax basis in the shares of XXX Common Stock being exchanged, reduced by any amount allocable to a fractional share interest of IBKC Common Stock for which cash is received and by the amount of any cash consideration received, and increased by the amount of the gain recognizedtaxable gain, if anyany recognized by such shareholder in the Merger, on the exchange (whether characterized as dividend or capital gain income); and (vie) the holding period for any Parent of the shares of IBKC Common Stock received in exchange for Company Common Stock the Merger will include the period during which the Company shares of XXX Common Stock surrendered on the in exchange was therefor were held, provided such stock was shares of XXX Common Stock were held as a capital asset on assets at the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Effective Time.

Tax Opinion. Parent Buyer and Company shall each have received an opinion, dated as of the Effective Time, of BarleyLowenstein Sandler PC, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory reaxxxxxxx xxxxxxxxxxry in form and substance to the Company and its counsel and to ParentBuyer, based upon representation letters reasonably required by such counsel, dated on or about the Lowenstein Sandler PC datex xx xx xxxxx xxx date of such opinion, and such other facts, facts and representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: (i) the Merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Parent Buyer Common Stock; (iii) with respect to in the case of Company shareholders who receive cash received in whole or in part in exchange for their Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in the case of Company shareholders who recognize gain on the exchange for of their Company Common Stock which and in whose hands such stock was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ ' respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code by reason of the applicability of the stock attribution rules of Section 318 of the Code, it being understood that the applicability of such attribution rules to any particular shareholder shall depend on such shareholder's particular factual circumstances; (v) the basis of any Parent Buyer Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s 's Company Common Stock surrendered on the exchange, reduced by the amount of cash received received, if any, on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Buyer Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewiththerewith and in connection with any Tax opinion which is included within the S-4, each of Parent Buyer and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation lettersLowenstein Sandler PC reprxxxxxxxxxx xxxxxxx, in each case in form and substance reasonably satisfactory to BarleyLowenstein Sandler PC. Neixxxx Xxxxx xxx xxx Company shall, Snyderor shall cause any of their respective Subsidiaries to, Xxxxx & Xxxxx, LLC take any action inconsistent with the treatment of the Merger as a "reorganization" under Section 368(a) of the Code.

Tax Opinion. Parent COFI agrees to obtain a written ----------- opinion of Silver, Xxxxxxxx & Xxxx, L.L.P., addressed to COFI and Company shall each have received an opinionXxxxxxxxxx, dated as of the Effective TimeClosing Date, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance subject to the Company representations and its counsel and assumptions referred to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opiniontherein, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (i) the Company Merger will be treated for federal income Tax purposes as constitute a tax-free reorganization qualifying under within the provisions meaning of Section 368(a) of the CodeCode and that COFI, Merger Sub and Xxxxxxxxxx will each be a party to a reorganization; (ii) that no gain or loss shall would be recognized by any stockholder of Xxxxxxxxxx upon the exchange of Company Xxxxxxxxxx Common Stock solely for Parent COFI Common Stock in the Company Merger, and that the basis of the COFI Common Stock received by each stockholder of Xxxxxxxxxx who exchanges Xxxxxxxxxx Common Stock solely for COFI Common Stock in the Company Merger will be the same as the basis of the Xxxxxxxxxx Common Stock surrendered and exchanged therefor (subject to any adjustments required as the result of receipt of cash in lieu of a fractional share of COFI Common Stock); (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess holding period of the amount of such cash; (iv) with respect to Parent COFI Common Stock received by a stockholder of Xxxxxxxxxx in exchange for the Company Merger will include the holding period of the Xxxxxxxxxx Common Stock which was surrendered and exchanged therefor, provided that such shares of Xxxxxxxxxx Common Stock were held as a capital asset on by such stockholder at the date Effective Time; and (iv) that cash received by a Xxxxxxxxxx stockholder in lieu of a fractional share interest of COFI Common Stock as part of the exchange, such gain shall Company Merger will be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except having been received as a distribution in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received full payment in exchange for Company the fractional share interest of COFI Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, which such stockholder would otherwise be entitled to receive and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held qualify as a capital gain or loss (assuming the Xxxxxxxxxx Common Stock was a capital asset on in such stockholder's hands at the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Effective Time).

Tax Opinion. Parent and Company shall each have received an opiniona tax opinion from Katten Muchin & Zavis, legxx xxxxxxx xx Parent, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the 45 Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, and increased by the amount Katten Muchin & Zavis may rxxxxxx xxx xxly upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent First Capital and Company HCB shall each have received an opinion----------- opinion of Muxxxxx, Xxxxxx & Faxxxxxx XLP, dated as of the Effective TimeDate, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to First Capital and HCB, substantially to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated effect that on or about the date basis of such opinion, and such other the facts, representations and customary limitations as assumptions set forth in such counsel may reasonably deem relevantopinion which are consistent with the state of facts existing at the Effective Time, to the effect that: (i) the Merger will be treated for federal income Tax tax purposes as a reorganization qualifying under within the provisions meaning of Section 368(a) of the Code; IRC and that accordingly: (i) No gain or loss will be recognized by First Capital, Merger Sub, First Federal, HCB or HC Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in First Capital Common Stock, no gain or loss shall will be recognized upon by the shareholders of HCB who exchange of Company their HCB Common Stock solely for Parent First Capital Common Stock; Stock pursuant to the Merger; (iii) with respect The tax basis of First Capital Common Stock received by shareholders who exchange their HCB Common Stock for First Capital Common Stock in the Merger will be the same as the tax basis of HCB Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received in exchange for Company Common Stock, gain, if any, realized and increased by the recipient any gain recognized on the exchange shall be recognized, but in an amount not in excess of the amount of such cashexchange; and (iv) with respect to Parent The holding period of First Capital Common Stock received by each shareholder in exchange for Company the Merger will include the holding period of HCB Common Stock which was exchanged therefor, provided that such shareholder held such HCB Common Stock as a capital asset on the date Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Muxxxxx, Xxxxxx & Faxxxxxx XLP considers appropriate, (x) representations made at the exchangerequest of Muxxxxx, Xxxxxx & Faxxxxxx XLP by First Capital, First Federal, HCB, HC Bank, shareholders of First Capital or HCB, or any combination of such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); persons and (viy) certificates provided at the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was heldrequest of Muxxxxx, provided such stock was held as a capital asset on the date Xxxxxx & Faxxxxxx XLP by officers of the exchange. In connection therewithFirst Capital, each of Parent First Federal, HCB, HC Bank and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC other appropriate persons.

Tax Opinion. Parent and The Company shall each have received an opiniona tax opinion from Sidley & Austin, legal counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; 41 (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Sidley & Austin may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the shareholders of the Company upon the exchange of their Company Common Stock Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash The aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock, gain, if any, realized by Shares pursuant to the recipient on Merger (including fractional shares of Parent Common Stock for which cash is received) will be the exchange shall be recognized, but in an amount not in excess same as the aggregate tax basis of the amount Company Common Shares exchanged therefor; (v) The holding period for shares of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was Shares pursuant to the Merger will include the holding period of the Company Common Shares exchanged therefor, provided such Company Common Shares were held as a capital asset on assets by the date shareholder at the Effective Time; and (vi) A shareholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such shareholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Skadden, Arps, Slate, Xxxxxxx & Xxxx may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Letter, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Letter and other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company An opinion of PricewaterhouseCoopers LLP, shall each have been received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance reasonably satisfactory to the Company Acquired Corporation and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, BancGroup to the effect that: that (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under “reorganization” within the provisions meaning of Section 368(a) section 368 of the Code; (ii) no gain or loss shall will be recognized upon the exchange of Company Common Stock solely for Parent Common Stockby BancGroup or Acquired Corporation; (iii) with respect no gain or loss will be recognized by the shareholders of Acquired Corporation who receive shares of BancGroup Common Stock except to cash the extent of any taxable “boot” received by such persons from BancGroup, and except to the extent of any dividends received from Acquired Corporation prior to the Effective Date; (iv) the basis of the BancGroup Common Stock received in exchange for Company Common Stock, the Merger will be equal to the sum of the basis of the shares of Acquired Corporation common stock exchanged in the Merger and the amount of gain, if any, realized which was recognized by the recipient on the exchange shall be recognizedexchanging Acquired C orporation shareholder, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held including any portion treated as a capital asset on dividend, less the date value of the exchangetaxable boot, if any, received by such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except shareholder in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the CodeMerger; (v) the basis holding period of any Parent the BancGroup Common Stock received in exchange for Company Common Stock shall equal will include the basis holding period of the recipient’s Company Common Stock surrendered on shares of Acquired Corporation common stock exchanged therefore if such shares of Acquired Corporation common stock were capital assets in the exchange, reduced by the amount of cash received on the exchange, and increased by the amount hands of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)exchanging Acquired Corporation shareholder; and (vi) the holding period for any Parent cash received by an Acquired Corporation shareholder in lieu of a fractional share interest of BancGroup Common Stock will be treated as having been received as a distribution in full payment in exchange for Company the fractional share interest of BancGroup Common Stock which he or she would otherwise be entitled to receive and will include qualify as capital gain or loss (assuming the period during which the Company Common Stock surrendered on the exchange was held, provided such Acquired Corporation common stock was held as a capital asset on the date in his or her hands as of the exchangeEffective Date). In connection therewith, each of Parent and Such tax opinion shall be updated to the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Closing Date.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Altheimer & Gray (or such other outside counsel as shall be reasonably sxxxxfactory to the Company and Parent), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for United States federal income tax purposes: (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the stockholders of the Company who are United States persons (within the meaning of the Code) upon the exchange of their Company Common Stock Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash The aggregate tax basis of the shares of Parent Common Stock received by such a stockholder solely in exchange for Company Common Stock, gain, if any, realized by Shares pursuant to the recipient on Merger (including fractional shares of Parent Common Stock for which cash is received) will be the exchange shall be recognized, but in an amount not in excess same as the aggregate tax basis of the amount Company Common Shares exchanged therefor; (v) The holding period for shares of such cash; (iv) with respect to Parent Common Stock received by such a stockholder in exchange for Company Common Stock which was Shares pursuant to the Merger will include the holding period of the Company Common Shares exchanged therefor, provided such Company Common Shares were held as a capital asset on assets by the date stockholder at the Effective Time; and (vi) A stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received stock will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Altheimer & Gray (or such other counsel) may receive and rely upon reprexxxxations, made as of the exchangeEffective Time contained in a certificate of the Company substantially in the form of the Company Tax Certificate attached to the Company Letter, a certificate of Parent substantially in the form of the Parent Tax Certificate attached to the Parent Letter and increased other appropriate certificates of the Company, Parent and others, including, without limitation, a certificate by the amount Company as to the historical and present status of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Company's stockholders and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC stockholdings thereof.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Xxxxx & Xxxxxxx L.L.P., in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchangereceived. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyderrendering such opinion, Xxxxx & XxxxxXxxxxxx L.L.P. may rely upon the representations contained herein and may receive and rely upon representations from Parent, LLC representation lettersthe Company, and others, including representations from Parent substantially similar to the representations in each case the Parent Tax Certificate attached to the Parent Letter and representations from the Company substantially similar to the representations in form and substance reasonably satisfactory the Company Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Company Letter.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Hogax & Xartxxx X.X.P., in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of 72 facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share 73 (determined under clause (iv) above) and the amount of cash received on received. In rendering such opinion, Hogax & Xartxxx X.X.P. may rely upon the exchangerepresentations contained herein and may receive and rely upon representations from Parent, the Company, and increased by others, including representations from Parent substantially similar to the amount of representations in the gain recognized, if any, on Parent Tax Certificate attached to the exchange (whether characterized as dividend or capital gain income); Parent Letter and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which representations from the Company Common Stock surrendered on substantially similar to the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and representations in the Company shall deliver Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC the Company Letter.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect thatfor U.S. Federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code, and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (iiiiv) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount shares of such cash; (iv) with respect to Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange, reduced were held as capital assets by the amount of cash received on holder at the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)Effective Time; and (vi) a shareholder of the holding period for any Company who receives cash in lieu of a fractional share of Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such shareholder's basis in exchange for Company Common Stock will include the period during which fractional share (as described in clause (iv) above) and the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date amount of the exchangecash received. In connection therewithrendering such opinion, each of Parent and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may receive and rely upon representations from Parent, the Company shall deliver Company, and others, including the representation letters referred to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Section 4.5.

Tax Opinion. Parent and Company shall each have received an opinion, dated as The Parties agree to use their reasonable efforts to obtain a written opinion of the Effective Time, of Barley, Snyder, Castaing Xxxxxx & Xxxxx & Xxxxx, LLC, addressed to the Parties and reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such their respective counsel, dated on or about the date of such opinionthe Closing, subject to the customary representations and assumptions, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (ia) the Merger will be treated for federal Federal income Tax tax purposes as a reorganization qualifying under within the provisions meaning of Section 368(a368(a)(1)(A) of the Code; , and IBKC and XXX will each be a party to the reorganization within the meaning of Section 368(b) of the Code, (iib) no gain or loss shall will be recognized upon by IBKC and XXX as a result of the exchange Merger, (c) a shareholder of Company XXX who receives both IBKC Common Stock solely for Parent Common Stock; (iii) with respect to and cash received consideration in exchange for Company all of his or her shares of XXX Common StockStock generally will recognize gain, gainbut not loss, to the extent of the lesser of: (1) the excess, if any, realized by of (a) the recipient on the exchange shall be recognized, but in an amount not in excess sum of the amount aggregate fair market value of such cash; (iv) with respect to Parent the IBKC Common Stock received in exchange for Company (including any fractional share of IBKC Common Stock which was held as a capital asset on the date of the exchange, such gain shall deemed to be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods received and exchanged for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2cash) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by and the amount of cash received on over (b) the exchangeshareholder’s aggregate tax basis in the shares of XXX Common Stock exchanged in the Merger; and (2) the amount of cash received, (d) the aggregate tax basis of the IBKC Common Stock received by shareholders of XXX who exchange all of their XXX Common Stock in the Merger will equal such shareholder’s aggregate tax basis in the shares of XXX Common Stock being exchanged, reduced by any amount allocable to a fractional share interest of IBKC Common Stock for which cash is received and by the amount of any cash consideration received, and increased by the amount of the gain recognizedtaxable gain, if anyany recognized by such shareholder in the Merger, on the exchange (whether characterized as dividend or capital gain income); and (vie) the holding period for any Parent of the shares of IBKC Common Stock received in exchange for Company Common Stock the Merger will include the period during which the Company shares of XXX Common Stock surrendered on the in exchange was therefor were held, provided such stock was shares of XXX Common Stock were held as a capital asset on assets at the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Effective Time.

Tax Opinion. Parent and Company An opinion of PricewaterhouseCoopers LLP or such ----------- other reputable firm, shall each have been received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance reasonably satisfactory to the Company Acquired Corporation and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, BancGroup to the effect that: that (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) section 368 of the Code; (ii) no gain or loss shall will be recognized upon the exchange of Company Common Stock solely for Parent Common Stockby BancGroup or Acquired Corporation; (iii) with respect no gain or loss will be recognized by the shareholders of Acquired Corporation who receive shares of BancGroup Common Stock except to cash the extent of any taxable "boot" received by such persons from BancGroup, and except to the extent of any dividends received from Acquired Corporation prior to the Effective Date; (iv) the basis of the BancGroup Common Stock received in exchange for Company Common Stock, the Merger will be equal to the sum of the basis of the shares of Acquired Corporation common stock exchanged in the Merger and the amount of gain, if any, realized which was recognized by the recipient on the exchange shall be recognizedexchanging Acquired Corporation shareholder, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held including any portion treated as a capital asset on dividend, less the date value of the exchangetaxable boot, if any, received by such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except shareholder in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the CodeMerger; (v) the basis holding period of any Parent the BancGroup Common Stock received in exchange for Company Common Stock shall equal will include the basis holding period of the recipient’s Company Common Stock surrendered on shares of Acquired Corporation common stock exchanged therefore if such shares of Acquired Corporation common stock were capital assets in the exchange, reduced by the amount of cash received on the exchange, and increased by the amount hands of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)exchanging Acquired Corporation shareholder; and (vi) the holding period for any Parent cash received by an Acquired Corporation shareholder in lieu of a fractional share interest of BancGroup Common Stock will be treated as having been received as a distribution in full payment in exchange for Company the fractional share interest of BancGroup Common Stock which he or she would otherwise be entitled to receive and will include qualify as capital gain or loss (assuming the period during which the Company Common Stock surrendered on the exchange was held, provided such Acquired Corporation common stock was held as a capital asset on the date in his or her hands as of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Effective Date).

Tax Opinion. Parent and Company Each Party shall each have received an opiniona written opinion from Alsxxx & Bird LLP in a form reasonably satisfactory to such Party (the "Tax Opinion"), dated as the date of the Effective Time, substantially to the effect that, (i) the Merger will constitute a reorganization within the meaning of BarleySection 368(a) of the Internal Revenue Code, Snyder(ii) no gain or loss will be recognized by holders of Park Meridian Common Stock who exchange all of their Park Meridian Common Stock solely for Regions Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in Regions Common Stock), Xxxxx & Xxxxx(iii) the tax basis of the Regions Common Stock received (including fractional shares deemed received and redeemed) by holders of Park Meridian Common Stock who exchange all of their Park Meridian Common Stock solely for Regions Common Stock in the Merger will be the same as the tax basis of the Park Meridian Common Stock surrendered in exchange for the Regions Common Stock (reduced by an amount allocable to a fractional share interest in Regions Common Stock deemed received and redeemed), LLCand (iv) the holding period of the Regions Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange all of their Park Meridian Common Stock solely for Regions Common Stock in the Merger will be the same as the holding period of the Park Meridian Common Stock surrendered in exchange therefor, provided that such Park Meridian Common Stock is held as a capital Asset at the Effective Time. In rendering such Tax Opinions, such counsel shall be entitled to rely upon representations of officers of Park Meridian and Regions reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: (i) the Merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC .