Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx & XcCrxxxx, X.C. (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx of Xxxxxx, Feinblatt, Rothman, Hoffberger & XcCrxxxxXxxxxxxxx, X.C. LLC (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and the Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, that accordingly for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx of Weil, Gotshal & XcCrxxxx, X.C. Manges LLP (the "Company's Counsel"), in form and substance reasonably satisfactory reasonabxx xxxisfactory to the Company, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 122 368(a) of the Code and that, that accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx of Michxxx, Xxst & XcCrxxxxFriedrich LLP, X.C. (independent counsel to the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that, that on the basis of facts, representations representations, assumptions and assumptions the Acquiror's, Company's, and other certificates set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code Code, and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx of Foley & XcCrxxxxLardner, X.C. (independent counsel to the "Company's Counsel"), in form and substance axx xubstance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that, that on the basis of facts, representations representations, assumptions and assumptions the Buyer's, Company's, and other certificates set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code Code, and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx Skadden, Arps, Slate, Xxxxxxx & XcCrxxxx, X.C. Xxxx LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an the opinion from Gerrxxx & XcCrxxxx, X.C. (the "Company's Counsel")of Xxxxx Xxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Effective TimeClosing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion which are consistent with the state of facts existing at the Effective Timeopinion, the Merger Mergers, taken together, will be treated qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code Code. In rendering such opinion, counsel may require and that, accordingly, for federal income tax purposes:rely upon representations contained in the Purchaser Tax Certificate and the Company Tax Certificate.

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx Jenkens & XcCrxxxx, X.C. Gilcxxxxx (the xxe "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx Skadden, Arps, Slate, Meagher & XcCrxxxx, X.C. Flom LLP (the "Company's Counsel"), in form and substance reasonably xxxxxxxce xxxxonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes:

Federal Tax Opinion. The Company shall have received an opinion from Gerrxxx XxXxxxxx & XcCrxxxx, X.C. English LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: