Common use of Tax Opinions Clause in Contracts

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Gray, Harris & Whitney LLPXxxxxxxx, P.A., respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Xxxx Xxxx Xxxx & Whitney Freidenrich LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree to make reasonable such customary representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx respective tax counsel (Fenwick & West LLP and Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney Coie LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. The Company and Parent and the Company shall each have received ------------ written opinions from their respective counsel, Pillsbury, Madison & Sutro and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to themProfessional Corporation, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxXxxxxx and Xxxxx, P.C., and Xxxxxx Xxxx & Whitney Xxxxx LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to each of them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of 368(a)of the Internal Revenue Code. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx respective tax counsel (Fenwick & West LLP and Xxxxxx, P.C.Xxxxxx-Xxxxxxx, and Xxxxxx Colt & Whitney Mosle LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Xxxxx, Xxxxxxx & Whitney Xxxxxxxxx, LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their respective counsel, Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, and Xxxxxx Alstxx & Whitney Xird LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make make, and to use reasonable efforts to cause their shareholders to make, reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to each of them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make such reasonable written representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxSonnenblick, P.C., and Xxxxxx & Whitney LLPSelvers, P.C. and Snow Xxxxxx Xxxxxx P.C., respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make and to use reasonable efforts to cause their stockholders to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.opinions;

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their respective counsel, Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, and Gundxxxxx Xxxtxxx Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to themXxxlxxxxxx Xxxxxxxx xxx Hachxxxxx XXX, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ a written opinions opinion from their counsel, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx & XxxxxxXxxxxxxxx, P.C., LLP and Xxxxxx & Whitney Xxxx and Xxxx LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Crosby, Heafey, Xxxxx & Whitney LLPMay Professional Corporation, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.

Tax Opinions. Parent and the Company shall each have received written ------------ written opinions from their counsel, respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Folely, Xxxx & Whitney Eliot LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree Each of the Company and Parent agrees to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Purchaser and Parent and the Company shall each have received ------------ written opinions from their counsel, respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxx Ropes & Whitney LLPXxxx, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx Pillsbury Madison & Whitney Sutro, LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.

Tax Opinions. The Parent and the Company shall each have ------------ received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to each of them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney Godward LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion., and counsel shall be entitled to rely on such representations;

Tax Opinions. Parent and the The Company shall each have received ------------ a written opinions opinion from their counselXxxx Xxxx Xxxx & Freidenrich LLP, counsel to the Company, and Parent shall have received a written opinion from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectivelycounsel to Parent, in form and substance reasonably satisfactory to them, each case to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The In rendering such opinions, counsel may rely on (and to the extent reasonably required, the parties to this Agreement agree to make shall make) reasonable representations as requested by such counsel for the purpose of rendering such opinionrelated thereto.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to each of them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Each of Company and Parent and the Company shall each have received a ------------ written opinions opinion from their its respective tax counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx & Whitney LLP, respectively, in form and substance reasonably satisfactory to themCompany or Parent, as the case may be, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the CodeCode and such opinion shall not have been withdrawn. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their respective counsel, Xxxxxx Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxXosaxx, P.C.Xxofessional Corporation, and Xxxxxx Hellxx Xxxmxx Xxxte & Whitney LLPMcAuxxxxx, respectively, in form and substance reasonably satisfactory to them, to xx the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., and Xxxxxx Fenwick & Whitney West LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx Brobxxx Xxxexxx & XxxxxxXarrxxxx XXX and Paul, P.C.Hastings, and Xxxxxx Janosfsky & Whitney LLPWalkxx XXX, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinionopinions.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.Professional Corporation, and Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Whitney Xxxxxxxxx LLP, respectively, in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinion.