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

Tax Opinions Relating to the Merger. FBMS and SWGB, respectively, shall have received written opinions from Axxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to FBMS and SWGB, respectively, to the effect that, 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, Axxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLP may require and rely upon customary representations contained in certificates of officers of each of FBMS and SWGB or any Subsidiary thereof, in form and substance reasonably acceptable to such counsel.

Tax Opinions Relating to the Merger. FBMS and SWGBSSNF, respectively, shall have received written opinions from Axxxxx Xxxxxx & Bird LLP and Txxxxxxx Sxxxxxx Silver, Xxxxxxxx Taff & Xxxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to FBMS and SWGBSSNF, respectively, to the effect that, 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, Axxxxx Xxxxxx & Bird LLP and Txxxxxxx Sxxxxxx Silver, Xxxxxxxx Xxxx & Xxxxxxx LLP may require and rely upon customary representations as to certain factual matters contained in certificates of officers of each of FBMS and SWGB or any Subsidiary thereofSSNF, in form and substance reasonably acceptable to such counsel.

Tax Opinions Relating to the Merger. FBMS and SWGBBBI, respectively, shall have received written opinions from Axxxxx Xxxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLPHacker, Xxxxxxx & Xxxxx PA, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to FBMS and SWGBBBI, respectively, to the effect that, 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, Axxxxx Xxxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLP Xxxxxx, Xxxxxxx & Xxxxx PA may require and rely upon customary representations contained in certificates of officers of each of FBMS and SWGB BBI or any Subsidiary thereof, in form and substance reasonably acceptable to such counsel.