Opinion of Special Tax Counsel for Virginia BCBS Sample Clauses

Opinion of Special Tax Counsel for Virginia BCBS. Virginia BCBS shall have received an opinion of McGuire, Woods, Battle & Xxxxxx, L.L.P., special tax counsel for Virginia BCBS, in form and substance satisfactory to counsel for the International Managers, to the effect that the summary of federal income tax consequences provided to Eligible Members in the Member Information Statement dated August 2, 1996 remains accurate under the applicable federal income tax law and other authorities in effect on the Effective Date, except for any developments between the mailing date thereof and the Effective Date that are specifically identified in such opinion, provided that (i) in the opinion of such counsel, the principal federal income tax consequences to Eligible Members and to Virginia BCBS of such developments were anticipated and accurately described in all material respects in such Member Information Statement, (ii) Virginia BCBS has determined that the principal federal income tax consequences of such developments are not materially adverse to the interests of the Eligible Members or Virginia BCBS, or (iii) such developments are not described in (i) or (ii) but have been described in a subsequent communication approved by the Virginia Bureau of Insurance and distributed to the Eligible Members and, in the opinion of counsel, any further Member vote that is required has been obtained.
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Related to Opinion of Special Tax Counsel for Virginia BCBS

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion of Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Mxxxxx, Xxxxx & Bockius LLP, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Maryland Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxx LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C hereto.

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • Opinion of Maryland Counsel for the Company At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, to the effect set forth in Exhibit A-2 hereto.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

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