Tax Representation Letters. (a) Officers of FNB and HBI shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxxxx Xxxxxxx Xxxxx & Scarborough, LLP, tax counsel to HBI, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (FNB Corp/Pa/), Agreement and Plan of Merger (Howard Bancorp Inc), Agreement and Plan of Merger (Howard Bancorp Inc)
Tax Representation Letters. (a) Officers of FNB and HBI PVFC shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxxxx Vorys, Xxxxx, Xxxxxxx and Xxxxx & Scarborough, LLP, tax counsel to HBIPVFC, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d7.2(c) and Section 7.3(d7.3(c) of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVF Capital Corp), Agreement and Plan of Merger (FNB Corp/Fl/)
Tax Representation Letters. (a) Officers of FNB and HBI OBA shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx & ScarboroughXxxxxx, LLPP.C., tax counsel to HBIOBA, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
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Tax Representation Letters. (a) Officers of FNB and HBI MBI shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxxxx Xxxxxxx Xxxxx, Xxxxx & Scarborough, LLPXxxxxxxx P.C., tax counsel to HBIMBI, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Joint Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Tax Representation Letters. (a) Officers of FNB and HBI MBI shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxxxx Xxxxxxx Mette, Xxxxx & Scarborough, LLPXxxxxxxx P.C., tax counsel to HBIMBI, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Joint Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
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Tax Representation Letters. (a) Officers of FNB and HBI UBNC shall execute and deliver to Xxxx Xxxxx LLP, tax counsel to FNB, and Xxxxxx Xxxxxxx Xxxxx & Scarborough, Xxxxxxxx Xxx Xxxxxxxx LLP, tax counsel to HBIUBNC, tax representation letters or certificates of officers (“Tax Representation Letters”) substantially in the form agreed to by the parties and such law firms at such time or times as may be reasonably requested by such law firms, including at the time the Proxy Statement and Registration Statement are declared effective by the SEC and at the Effective Time, in connection with such tax counsel’s delivery of opinions pursuant to Section 7.2(d) and Section 7.3(d) of this Agreement.
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