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

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxx Xxxx & Xxxxxx L.L.P., special tax counsel to the Offerors, substantially to the effect that (i) the Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified as a grantor trust for United States federal income tax purposes, and (iii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. 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. At the Closing Time, the Underwriter Underwriters shall have received an the opinion, dated as of the Closing Time, of Xxxxxx Xxxx Xxxxxxx & Xxxxxx Xxxxx L.L.P., Houston, Texas, special tax counsel to the Offerors, in form and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Junior Subordinated Debentures Trust will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified purposes as a grantor trust for United States federal income tax purposesand not as an association taxable as a corporation, and (iiiii) the statements set forth in the Prospectus under the caption "Certain Material Federal Income Tax Consequences" constitute, in all material respects, constitute a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. 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. At the Closing Time, the Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxx Xxxx Elias, Matz, Xxxxxxx & Xxxxxx Xxxxxxx L.L.P., special tax counsel to the Offerors, substantially to the effect that (i) the Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified as a grantor trust for United States federal income tax purposes, and (iii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. 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 Corporation and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. At the Closing ----------------------------------------------- Time, the Underwriter Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxx Xxxx Xxxxxxx, Xxxxx & Xxxxxx L.L.P.Xxxxx, LLP, special tax counsel to the Offerors, substantially to the effect that (i) the Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified as a grantor trust for United States federal income tax purposes, and (iii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. 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. At the Closing Time, the Underwriter Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxx Xxxx Elias, Matz, Xxxxxxx & Xxxxxx Xxxxxxx L.L.P., special tax counsel to the Offerors, substantially to the effect that (i) the Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes, (ii) the Trust will be classified as a grantor trust for United States federal income tax purposes, and (iii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States stated federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. 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 Corporation and other documents deemed necessary for such opinion.