Common use of Opinion of Special Tax Counsel for the Offerors Clause in Contracts

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & Wood, special tax counsel for the Offerors, thax (x) xxx Xxxxx will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & Wood, special tax counsel for the Offerors, thax thxx (x) xxx Xxxxx will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt Xxxxxx & WoodXxxxxxxxx LLP, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On At the Closing DateTime, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing DateTime, of Thacher Proffitt & Wood, special tax counsel for to the Offerors, thax Offerors that (xi) xxx Xxxxx will xxxx be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser Purchasers shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt Xxxxxx, Hall & WoodXxxxxxx, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser Purchasers shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt Txxxxxx Xxxxxxxx & WoodWood llp, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser Purchasers shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt Xxxxxxx Xxxxxxxx & WoodWood llp, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On or prior to the Closing Date, the Placement Agent and the Purchaser Purchasers shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodXxxxx X. Xxxxxxx, Esquire, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities Debentures will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodXxxxxx Xxxxx LLP, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On At the Closing DateTime, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing DateTime, of Thacher Proffitt & Wood, special tax counsel for xxxxxxx xx xxx Offerors that (i) the Offerors, thax (x) xxx Xxxxx Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodWood LLP, special tax counsel for the Offerors, thax xxxx (x) xxx Xxxxx Xxust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodXxxxxxxxxx Xxxxxxx PC, special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On At the Closing DateTime, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing DateTime, of Thacher Proffitt Xxxxxxx Xxxxxxxx & Wood, special tax counsel for to the Offerors, thax Offerors that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodLowenstein Sandler PC, special tax counsel for the Offerors, thax (x) xxx Xxxxx will xxxl be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. On the Closing Date, the Placement Agent and the Purchaser shall have received an opinion, dated as of the Closing Date, of Thacher Proffitt & WoodXxxxxxx Xxxxxx P.A., special tax counsel for the Offerors, thax that (xi) xxx Xxxxx the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (ii) the Subordinated Debt Securities will constitute indebtedness of the Company for United States federal income tax purposes, in substantially the form set out in Annex C hereto. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.