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

Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLP, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Company and Buyer.

Appears in 2 contracts

Samples: Merger Agreement (Peoples Federal Bancshares, Inc.), Merger Agreement (Independent Bank Corp)

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Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxxxx XxXxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer, Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinionsopinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxxxx XxXxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of Company and Buyer, in form and substance reasonably acceptable to such counsel.

Appears in 2 contracts

Samples: Merger Agreement (C1 Financial, Inc.), Merger Agreement (Bank of the Ozarks Inc)

Tax Opinions Relating to the Merger. Buyer FNB and CompanyBuyer, respectively, shall have received opinions from Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxxx Xxxxxxx XxXxxxxxx Xxxxx & Xxxxxxxxxxx, LLP, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company FNB and Buyer, Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinionsopinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxxx Xxxxxxx XxXxxxxxx Xxxxx & Xxxxxxxxxxx, LLP may require and rely upon representations contained in certificates of officers of each of Company FNB and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Bank of the Ozarks Inc)

Tax Opinions Relating to the Merger. Buyer Company and CompanyBuyer, respectively, shall have received opinions from Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxx & Xxxxxxx XxXxxxxxx LLP, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer, Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinionsopinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx Xxxxx Xxxx LLP and Xxxxx & Xxxxxxx XxXxxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Company and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

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Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLPCranmore, XxxxXxxxxx & Xxxxxx, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer, to the effect that, on the basis of the facts, representations representations, and assumptions set forth in such opinions, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLP Cranmore, XxxxXxxxxx & Xxxxxx may require and rely upon representations contained in certificates of officers of each of Company and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

Tax Opinions Relating to the Merger. Buyer and Company, respectively, Company shall have received opinions from Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLPXxxx Xxxxxx, P.C., respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer, respectively, to the effect that, on the basis of the facts, representations representations, and assumptions set forth in such opinions, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, each of Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLP Xxxx Xxxxxx, P.C. may require and rely upon representations contained in certificates of officers of each of Company and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

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