Common use of U.S. Federal Tax Opinion Clause in Contracts

U.S. Federal Tax Opinion. OTF II shall have received the opinion of its counsel, Xxxxxxxxx Xxxxxxxxxx (US) LLP , in form and substance as set forth in Exhibit D, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of OTF II and OTF, in form and substance as set forth in Exhibits A and B. If counsel for OTF II will not render such an opinion, another counsel reasonably acceptable to OTF II may render such opinion in form and substance reasonably satisfactory to OTF II.

U.S. Federal Tax Opinion. OTF II shall have received the opinion of its counsel, Xxxxxxxxx Xxxxxxxxxx (US) LLP LLP, in form and substance as set forth in Exhibit DC, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, each of the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of OTF II and OTF, in form and substance as set forth in Exhibits A and B. If counsel for OTF II will not render such an opinion, another counsel reasonably acceptable to OTF II may render such opinion to OTF in form and substance reasonably satisfactory to OTF IIOTF.