Common use of Tax Opinions Clause in Contracts

Tax Opinions. Parent shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Xxxxxxxxxx LLP and the Company shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, each dated as of the Effective Time, and each to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)(2)(E) of the Code; provided, however, that if (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Parent if the other of such firms renders such opinion to Parent, and if neither such firm renders such opinion to Parent, this condition shall nonetheless be deemed to be satisfied if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, renders such opinion to Parent and (ii) if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if either Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP renders such opinion to the Company. The issuance of such opinions shall be conditioned upon the receipt by such counsel of appropriate representation letters from each of Parent, Merger Sub, and the Company, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Xxxxxxxxxx LLP and the Company shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxxxx Fenwick & XxxxxxWest LLP, Professional Corporationrespectively, each dated as of the Effective Time, and each to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)(2)(E368(a) of the Code; provided, however, that if (i) if Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Parent if the other of such firms renders such opinion to Parent, and if neither such firm renders such opinion to Parent, this condition shall nonetheless be deemed to be satisfied if Xxxxxx Xxxxxxx Xxxxxxxx Fenwick & Xxxxxx, Professional Corporation, West LLP renders such opinion to Parent and (ii) if Xxxxxx Xxxxxxx Xxxxxxxx Fenwick & Xxxxxx, Professional Corporation, West LLP fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if either Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP renders such opinion to the Company. The issuance of such opinions shall be conditioned upon the receipt by such counsel of appropriate customary representation letters from each of Parent, Merger Sub, and the Company, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Xxxxxxxxxx LLP and the Company shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, each respectively, dated as of the Effective Time, and each to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)(2)(E368(a) of the Code; provided, however, that if (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP fails to render such opinion, this condition conditions shall nonetheless be deemed to be satisfied with respect to Parent if the other of such firms renders such opinion to Parent, and if neither such firm renders such opinion to Parent, this condition shall nonetheless be deemed to be satisfied if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Corporation renders such opinion to Parent and (ii) if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Corporation fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if either Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP renders such opinion to the Company. The issuance of such opinions shall be conditioned upon the receipt by such counsel of appropriate customary representation letters from each of Parent, Merger Sub, Sub and the Company, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.