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 Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx 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 is 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 Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Company and Buyer.

Tax Opinions Relating to the Merger. Buyer Company and CompanyBuyer, respectively, shall have received opinions from Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & 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 is and Bank Merger, considered together as a single integrated transaction, 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 Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Company and Buyer.