Common use of Opinion of Tax Counsel Clause in Contracts

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Wachtell, Lipton, Xxxxx & Xxxx may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. Parent shall will have received an opinion from Wachtell, Lipton, Xxxxx Sxxxxxx Xxxxxxx & XxxxBxxxxxxx LLP, special counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Wachtell, Lipton, Xxxxx Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, special counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx may require and rely upon representations contained in letters from each of Parent and the Company.