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 Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxxx & 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 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 statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" 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 Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Andrxxx & Xxxxx L.L.P.Xurtx X.X.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 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 statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" 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 Underwriters Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxxx & Xxxxx L.L.P., Houston, TexasXxxx, 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 Trust Junior Subordinated Debentures will be classified as indebtedness for United States federal income tax purposes purposes, (ii) the Trust will be classified as a grantor trust and not as an association taxable as a corporationfor United States federal income tax purposes, and (iiiii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute constitute, in all material respects, 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 Underwriters Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx & Xxxxx L.L.P.Xxxxxxxxx, Houston, TexasP.C., 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 Trust will be classified as a grantor trust for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute constitute, in all material respects, a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Trust 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 Trustees of the Trust, officers of the Company and other documents deemed necessary for such opinion.its subsidiaries and certificates of public officials. (i)

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx & Xxxxx L.L.P.Xxxxxxxxx, Houston, TexasP.C., 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 Trust will be classified as a grantor trust for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute constitute, in all material respects, a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Trust 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 Trustees of the Trust, officers of the Company and other documents deemed necessary for such opinionits subsidiaries and certificates of public officials.