Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Holding Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP, in form and substance reasonably satisfactory to Holding Company, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations of officers of Towne, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinionthe opinion of Xxxxxxxx, dated the Closing DateXxx, from its counselXxxxxxxx & Ford, Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute Integrated Mergers, taken together, shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from opinion of its counsel, Wxxxxx Rxxxxxx Yxxxx Xxxxx & Pxxxxx Xxxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of Townethe Company, Holding Company Parent and Bank Subsidiary Merger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from opinion of its counsel, Wxxxxx Rxxxxxx Yxxxx Fxxxx & Pxxxxx Lxxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of Townethe Company, Holding Company Parent and Bank Subsidiary Merger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx opinion of Xxxxxx & Pxxxxx Xxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinionopinion of Xxxxxxxx, dated the Closing DateLipton, from its counsel, Wxxxxx Rxxxxxx Yxxxx Xxxxx & Pxxxxx LLPXxxx, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx opinion of Hunton & Pxxxxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx & Pxxxxx opinion of Xxxxxxxx Xxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to Holding Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TownePurchaser and Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx opinion of Xxxxxx & Pxxxxx Xxxxxx Xxxx Xxxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLPopinion of Xxxxxx XxXxxxxx, in form and substance reasonably satisfactory to Holding Company, dated as ​ ​ ​ of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TownePurchaser and Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from its counsel, Wxxxxx Rxxxxxx Yxxxx opinion of Xxxxxx & Pxxxxx Xxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute qualify as a reorganization "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinion, dated the Closing Date, from opinion of its counsel, Wxxxxx Rxxxxxx Yxxxx Xxxxxxxx & Pxxxxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to Holding the Company, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of Townethe Company, Holding Company the Holdings Stockholder, Parent and Bank Subsidiary Merger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. Holding Company shall have received a written opinionthe opinion of Wachtell, dated the Closing DateLipton, from its counsel, Wxxxxx Rxxxxxx Yxxxx Xxxxx & Pxxxxx LLPXxxx, in form and substance reasonably satisfactory to Holding Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Holding The Company shall have received a written opinionopinion of Wxxxxxxx, dated the Closing DateLipton, from its counsel, Wxxxxx Rxxxxxx Yxxxx Rxxxx & Pxxxxx LLPKxxx, in form and substance reasonably satisfactory to Holding the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations contained in certificates of officers of TowneParent and the Company, Holding Company and Bank Subsidiary reasonably satisfactory in form and substance to such counsel.