Common use of United's Obligation Clause in Contracts

United's Obligation. The obligation of United to consummate the United/New United Merger is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by United: (a) [Reserved.] (b) United shall have received the opinion of Xxxxxxxx LLP, dated the Closing Date, to the effect that, for United States federal income tax purposes, (i) the formation and merger of each Founder Newco with and into New United, and the merger of United/New United Merger Sub with and into United should be disregarded, and the acquisitions contemplated by this Agreement, including the direct or indirect contribution of assets by Liberty and Liberty Global to New United, when viewed as a collective whole, will be treated as a transfer by the various parties hereto of property to New United pursuant to Section 351 of the Code, and (ii) no gain or loss will be recognized by the stockholders of United upon the receipt of stock in New United upon the merger of the Founder Newcos with and into New United or upon the United/New United Merger. In rendering such opinion, Xxxxxxxx LLP may require and rely upon (and may incorporate by reference) representations and covenants made in certificates provided by the parties hereto and upon such other documents and data as Xxxxxxxx LLP deems appropriate as a basis for such opinion.

United's Obligation. The obligation of United to consummate the United/New United Merger is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by United: (a) [Reserved.] (b) United shall have received the opinion of Xxxxxxxx Andersen LLP, dated the Closing Date, to the effect that, for United States Unitxx Xxxxxs federal income tax purposes, (i) the formation and merger of each Founder Newco with and into New United, and the merger of United/New United Merger Sub with and into United should be disregarded, and the acquisitions contemplated by this Agreement, including the direct or indirect contribution of assets by Liberty and Liberty Global to New United, when viewed as a collective whole, will be treated as a transfer by the various parties hereto of property to New United pursuant to Section 351 of the Code, and (ii) no gain or loss will be recognized by the stockholders of United upon the receipt of stock in New United upon the merger of the Founder Newcos with and into New United or upon the United/New United Merger. In rendering such opinion, Xxxxxxxx Andersen LLP may require and rely upon (and may incorporate by referencerefxxxxxx) representations and covenants made in certificates provided by the parties hereto and upon such other documents and data as Xxxxxxxx Andersen LLP deems appropriate as a basis for such opinion.

United's Obligation. The obligation of United to consummate the United/New United Merger is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by United: (a) [Reserved.] (b) United shall have received the opinion of Xxxxxxxx Andersen LLP, dated the Closing Date, to the effect that, for United States Xxxxxx federal income tax purposes, (i) the formation and merger of each Founder Newco with and into New United, and the merger of United/New United Merger Sub with and into United should be disregarded, and the acquisitions contemplated by this Agreement, including the direct or indirect contribution of assets by Liberty and Liberty Global to New United, when viewed as a collective whole, will be treated as a transfer by the various parties hereto of property to New United pursuant to Section 351 of the Code, and (ii) no gain or loss will be recognized by the stockholders of United upon the receipt of stock in New United upon the merger of the Founder Newcos with and into New United or upon the United/New United Merger. In rendering such opinion, Xxxxxxxx Andersen LLP may require and rely upon (and may incorporate by referencereferxxxx) representations xxpresentations and covenants made in certificates provided by the parties hereto and upon such other documents and data as Xxxxxxxx Andersen LLP deems appropriate as a basis for such opinion.