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

Tax Opinions Relating to the Merger. CenterState and Charter, respectively, shall have received opinions from Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState and Charter, respectively, to the effect that, based on the terms of this Agreement and 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, Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CenterState and Charter, in form and substance reasonably acceptable to such counsel.

Tax Opinions Relating to the Merger. CenterState FBMS and CharterHSBI, respectively, shall have received written opinions from Xxxxxx Axxxxx & Bird LLP and Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState FBMS and CharterHSBI, respectively, to the effect that, based on the terms of this Agreement and on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Axxxxx & Bird LLP and Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP may require and rely upon customary representations as to certain factual matters contained in certificates of officers of each of CenterState FBMS and CharterHSBI or any Subsidiary thereof, in form and substance reasonably acceptable to such counsel.