Common use of Tax Opinions Clause in Contracts

Tax Opinions. Decor shall have received from reasonable comfort in its sole discretion on a date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors or Decor as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor upon the exchange of their shares of Decor Common Stock solely for shares of Interiors Class A Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A Common Stock received solely in exchange for shares of Decor Common Stock pursuant to the Merger (including fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A Common Stock received in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of the shares of Decor Common Stock exchanged therefor, provided such shares of Decor Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, counsel for Decor shall be entitled to rely upon representations of officers of Interiors, Decor and stockholders of Decor substantially in the form of Exhibits D and E hereto.

Tax Opinions. Decor Interiors shall have received from reasonable comfort in its sole discretion discretion, on a date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date Date, to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors or Decor as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor upon the exchange of their shares of Decor Common Stock solely for shares of Interiors Class A Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A Common Stock received solely in exchange for shares of Decor Common Stock pursuant to the Merger (including fractional shares or of Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A Common Stock received in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of the shares of Decor Common Stock exchanged therefor, provided such shares of Decor Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, counsel for Decor Interiors shall be entitled to rely upon representations of officers of Interiors, Decor and stockholders of Decor substantially in the form of Exhibits D and E hereto.

Tax Opinions. Decor shall (i) Parent will have received a written opinion from reasonable comfort in its sole discretion on a date immediately prior to the mailing Skadden, Arps, Slate, Meagher & Flom LLP, dated as of the Joint Proxy Statement date of the Second HoldCo Mexxxx Xxfecxxxx Time, in form and on the Closing Date substance reasonably satisfactory to Parent, to the effect that: , for U.S. federal income tax purposes, (i) the HoldCo Merger when taken together with the Second HoldCo Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, Code and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors a stockholder of HoldCo (other than a stockholder of HoldCo who owns, directly or Decor as a result indirectly and taking into account certain attribution rules including the rules of Treasury Regulation Section 1.367(a)-3(c)(4)(i), five percent (5%) or more of the total voting power or total value of Parent's outstanding capital stock immediately after the Second HoldCo Merger; (iii) no gain or loss will be recognized by on the stockholders conversion of Decor upon the exchange of their its shares of Decor HoldCo Common Stock solely for shares of Interiors Class A Common Stock pursuant into Parent Shares except to the Mergerextent of cash received, except with respect to cash, if any, including cash received in lieu of a fractional shares share of Interiors Class A Common StockParent Shares, provided that HoldCo (or its successor) complies with the reporting requirements contained in Treasury Regulation Section 1.367(a)-3(c)(6), and such opinion shall not have been withdrawn; provided, however, that if Skadden, Arps, Slate, Meagher & Flom LLP shall not render such opinion, this condition xxxxx nonxxxxless be deemed satisfied if another law firm with a nationally recognized tax practice, as reasonably satisfactory to Parent (ivother than the law firm providing the opinion pursuant to Section 9.3(f) the aggregate tax basis of the shares of Interiors Class A Common Stock received solely in exchange for shares of Decor Common Stock pursuant Agreement), shall render such opinion to the Merger (including fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A Common Stock received in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of the shares of Decor Common Stock exchanged therefor, provided such shares of Decor Common Stock were held as capital assets by the stockholder at the Effective TimeParent. In rendering such opinionsopinion, counsel for Decor shall Skadden, Arps, Slate, Meagher & Flom LLP or such other law firm, as the case may be, may xxxxire xxx be entitled to rely upon representations on representations, covenants and rulings of officers of InteriorsParent and HoldCo, Decor including the HoldCo Merger Parent Tax Certificate and stockholders of Decor substantially in the form of Exhibits D and E heretoHoldCo Tax Certificate.

Tax Opinions. Decor HFS shall have received from reasonable comfort in its sole discretion Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to HFS, on a date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date Date, opinions, in each case dated as of such respective dates, to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors CUC and Decor HFS will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors CUC or Decor HFS as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor HFS upon the exchange of their shares of Decor HFS Common Stock solely for shares of Interiors Class A CUC Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A CUC Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A CUC Common Stock received solely in exchange for shares of Decor HFS Common Stock pursuant to the Merger (including fractional shares or Interiors Class A CUC Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor HFS Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A CUC Common Stock received in exchange for shares of Decor HFS Common Stock pursuant to the Merger will include the holding period of the shares of Decor HFS Common Stock exchanged therefor, provided such shares of Decor HFS Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, counsel for Decor HFS shall be entitled to rely upon representations of officers of InteriorsCUC, Decor HFS and stockholders of Decor HFS substantially in the form of Exhibits D and E hereto.

Tax Opinions. Decor JPFI shall have received from reasonable comfort in its sole discretion on a date immediately prior Wachtell, Lipton, Xxxxx & Xxxx, counsel to the mailing of the Joint Proxy Statement JPFI, and on RSI shall have received from Xxxxx, Day, Xxxxxx & Xxxxx, counsel to RSI, an opinion, dated the Closing Date Date, substantially to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors JPFI and Decor RSI will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors JPFI or Decor RSI as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor RSI upon the exchange of their shares of Decor RSI Common Stock solely for shares of Interiors Class A JPFI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A JPFI Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A JPFI Common Stock received solely in exchange for shares of Decor RSI Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of JPFI Common Stock for which cash is receivedre- ceived) will be the same as the aggregate tax basis of the shares of Decor RSI Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A JPFI Common Stock received in exchange ex- change for shares of Decor RSI Common Stock pursuant to the Merger will include the holding period of the shares of Decor RSI Common Stock exchanged therefor, provided such shares of Decor RSI Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, each of counsel for Decor JPFI and RSI shall be entitled to receive and rely upon representations representa- tions of fact contained in certificates of officers of InteriorsJPFI, Decor RSI and stockholders of Decor substantially RSI, which representations shall be in the form of Exhibits D and E heretosubstance satisfactory to such counsel.

Tax Opinions. Decor The parties hereto shall have received from reasonable comfort the opinion of Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxxxx and the opinion of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., based on customary assumptions and on representations set forth in its sole discretion on a certificates of officers of Greenwich and UNC (each dated the date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date Effective Time), to the effect that: , for United States federal income tax purposes, (i) the Merger will constitute a "reorganization" within the meaning of under Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors Greenwich, Merger Subsidiary or Decor as a result UNC upon consummation of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor UNC upon the exchange of their shares of Decor UNC Common Stock solely for shares of Interiors Greenwich Class A Common B Stock pursuant (including any fractional share interest) in the Merger only to the Merger, except with respect to cash, if any, received in lieu extent of fractional shares of Interiors Class A Common Stockthe Cash Consideration per Share; (iv) the aggregate tax basis of the shares of Interiors Greenwich Class A Common B Stock (including any fractional share interest) received solely by a UNC stockholder in exchange for shares of Decor Common Stock pursuant to the Merger (including fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor UNC Common Stock exchanged therefor, increased by the amount of gain recognized by such UNC stockholder; and (v) the holding period for shares of Interiors Greenwich Class A Common B Stock (including any fractional share interest) received by a UNC stockholder in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of for the shares of Decor UNC Common Stock exchanged thereforthereof, provided if such shares of Decor UNC Common Stock were are held as a capital assets by the stockholder asset at the Effective Time. In rendering ; and (vi) cash received in lieu of a fractional share of Greenwich Class B Stock will be treated as having been received as full payment in exchange for such opinions, counsel for Decor shall be entitled to rely upon representations of officers of Interiors, Decor and stockholders of Decor substantially in the form of Exhibits D and E hereto.fractional share;

Tax Opinions. Decor JPFI shall have received from reasonable comfort in its sole discretion on a date immediately prior Wachtell, Lipton, Rosen & Katz, counsel to JPFI, and RSI shall have received from Jones, Xxx, Rexxxx & Pogue, counsel to RSI, an opinion, dated the mailing of the Joint Proxy Statement and on the Closing Date Xxxxing Datx, xxxstaxxxxxly to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors JPFI and Decor RSI will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors JPFI or Decor RSI as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor RSI upon the exchange of their shares of Decor RSI Common Stock solely for shares of Interiors Class A JPFI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A JPFI Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A JPFI Common Stock received solely in exchange for shares of Decor RSI Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of JPFI Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor RSI Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A JPFI Common Stock received in exchange for shares of Decor RSI Common Stock pursuant to the Merger will include the holding period of the shares of Decor RSI Common Stock exchanged therefor, provided such shares of Decor RSI Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, each of counsel for Decor JPFI and RSI shall be entitled to receive and rely upon representations of fact contained in certificates of officers of InteriorsJPFI, Decor RSI and stockholders of Decor substantially RSI, which representations shall be in the form of Exhibits D and E heretosubstance satisfactory to such counsel.

Tax Opinions. Decor JPFI shall have received from reasonable comfort in its sole discretion on a date immediately prior Wachtell, Lipton, ------------ Xxxxx & Xxxx, counsel to the mailing of the Joint Proxy Statement JPFI, and on RSI shall have received from Xxxxx, Day, Xxxxxx & Xxxxx, counsel to RSI, an opinion, dated the Closing Date Date, substantially to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors JPFI and Decor RSI will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors JPFI or Decor RSI as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor RSI upon the exchange of their shares of Decor RSI Common Stock solely for shares of Interiors Class A JPFI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A JPFI Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A JPFI Common Stock received solely in exchange for shares of Decor RSI Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of JPFI Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor RSI Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A JPFI Common Stock received in exchange for shares of Decor RSI Common Stock pursuant to the Merger will include the holding period of the shares of Decor RSI Common Stock exchanged therefor, provided such shares of Decor RSI Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, each of counsel for Decor JPFI and RSI shall be entitled to receive and rely upon representations of fact contained in certificates of officers of InteriorsJPFI, Decor RSI and stockholders of Decor substantially RSI, which representations shall be in the form of Exhibits D and E heretosubstance satisfactory to such counsel.

Tax Opinions. Decor The Orchard shall have received from reasonable comfort in its sole discretion on a date immediately prior the opinion of Xxxx Xxxxx LLP, or such other counsel reasonably satisfactory to the mailing Orchard, in form and substance reasonably satisfactory to the Orchard, dated as of the Joint Proxy Statement and Closing Date, rendered on the Closing Date basis of facts, representations and assumptions set forth in such opinions and the certificates obtained from officers of DMGI, Merger Sub and the Orchard, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that: that (i) the Merger will constitute qualify as a "“reorganization" ” within the meaning of Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors or Decor as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor upon the Orchard as a result of the exchange of their shares of Decor Common Stock solely for shares of Interiors Class A DMGI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A DMGI Common Stock; , (iii) no gain or loss should be recognized by the stockholders of the Orchard as a result of the exchange of their shares of Series A Preferred Stock solely for shares of DMGI Series A Preferred Stock and, possibly, DMGI Common Stock, as the case may be, pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of DMGI Capital Stock and (iv) no gain or loss should be recognized by the aggregate tax basis stockholders of the Orchard as a result of the exchange of their shares of Interiors Class A Common Series B Preferred Stock received solely in exchange for shares of Decor DMGI Series A Preferred Stock and/or DMGI Common Stock Stock, as the case may be, pursuant to the Merger (including Merger, except with respect to cash, if any, received in lieu of fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A Common Stock received in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of the shares of Decor Common Stock exchanged therefor, provided such shares of Decor Common Stock were held as capital assets by the stockholder at the Effective TimeDMGI Capital Stock. In rendering such opinionsthe opinion described in this Section 7.3(f), counsel for Decor Xxxx Xxxxx LLP shall be entitled to have received and may rely upon the certificates and representations of officers of Interiors, Decor and stockholders of Decor substantially referred to in the form of Exhibits D and E heretoSection 6.15(b) hereof.

Tax Opinions. Decor The parties hereto shall have received from reasonable comfort ------------ the opinion of Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxxxx and the opinion of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., based on customary assumptions and on representations set forth in its sole discretion on a certificates of officers of Greenwich and UNC (each dated the date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date Effective Time), to the effect that: , for United States federal income tax purposes, (i) the Merger will constitute a "reorganization" within the meaning of under Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors Greenwich, Merger Subsidiary or Decor as a result UNC upon consummation of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor UNC upon the exchange of their shares of Decor UNC Common Stock solely for shares of Interiors Greenwich Class A Common B Stock pursuant (including any fractional share interest) in the Merger only to the Merger, except with respect to cash, if any, received in lieu extent of fractional shares of Interiors Class A Common Stockthe Cash Consideration per Share; (iv) the aggregate tax basis of the shares of Interiors Greenwich Class A Common B Stock (including any fractional share interest) received solely by a UNC stockholder in exchange for shares of Decor Common Stock pursuant to the Merger (including fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor UNC Common Stock exchanged therefor, increased by the amount of gain recognized by such UNC stockholder; and (v) the holding period for shares of Interiors Greenwich Class A Common B Stock (including any fractional share interest) received by a UNC stockholder in exchange for shares of Decor Common Stock pursuant to the Merger will include the holding period of for the shares of Decor UNC Common Stock exchanged thereforthereof, provided if such shares of Decor UNC Common Stock were are held as a capital assets by the stockholder asset at the Effective Time. In rendering ; and (vi) cash received in lieu of a fractional share of Greenwich Class B Stock will be treated as having been received as full payment in exchange for such opinions, counsel for Decor shall be entitled to rely upon representations of officers of Interiors, Decor and stockholders of Decor substantially in the form of Exhibits D and E hereto.fractional share;

Tax Opinions. Decor The Orchard shall have received from reasonable comfort in its sole discretion on a date immediately prior the opinion of Xxxx Xxxxx LLP, or such other counsel reasonably satisfactory to the mailing Orchard, in form and substance reasonably satisfactory to the Orchard, dated as of the Joint Proxy Statement and Closing Date, rendered on the Closing Date basis of facts, representations and assumptions set forth in such opinions and the certificates obtained from officers of DMGI, Merger Sub and the Orchard, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that: that (i) the Merger will constitute qualify as a "“reorganization" ” within the meaning of Section 368(a) of the Code, and Interiors and Decor will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors or Decor as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor upon the Orchard as a result of the exchange of their shares of Decor Common Stock solely for shares of Interiors Class A DMGI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A DMGI Common Stock; , (iii) no gain or loss should be recognized by the stockholders of the Orchard as a result of the exchange of their shares of Series A Preferred Stock solely for shares of DMGI Series A Preferred Stock and, possibly, DMGI Common Stock, as the case may be, pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of DMGI Capital Stock, (iv) no gain or loss should be recognized by the aggregate tax basis stockholders of the Orchard as a result of the exchange of their shares of Interiors Class A Common Series B Preferred Stock received solely in exchange for shares of Decor DMGI Series A Preferred Stock and/or DMGI Common Stock Stock, as the case may be, pursuant to the Merger (including Merger, except with respect to cash, if any, received in lieu of fractional shares or Interiors Class A Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor Common Stock exchanged therefor; DMGI Capital Stock, and (v) no gain or loss should be recognized by the holding period stockholders of the Orchard as a result of the exchange of their shares of Series C Preferred Stock solely for shares of Interiors Class DMGI Series A Preferred Stock and, possibly, DMGI Common Stock received in exchange for shares of Decor Common Stock Stock, as the case may be, pursuant to the Merger will include the holding period Merger, except with respect to cash, if any, received in lieu of the fractional shares of Decor Common Stock exchanged therefor, provided such shares of Decor Common Stock were held as capital assets by the stockholder at the Effective TimeDMGI Capital Stock. In rendering such opinionsthe opinion described in this Section 7.3(f), counsel for Decor Xxxx Xxxxx LLP shall be entitled to have received and may rely upon the certificates and representations of officers of Interiors, Decor and stockholders of Decor substantially referred to in the form of Exhibits D and E heretoSection 6.15(b) hereof.

Tax Opinions. Decor CUC shall have received from reasonable comfort in its sole discretion Wachtell, Lipton, Xxxxx & Xxxx, counsel to CUC, on a date immediately prior to the mailing of the Joint Proxy Statement and on the Closing Date Date, opinions, in each case dated as of such respective dates, to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors CUC and Decor HFS will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors CUC or Decor HFS as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor HFS upon the exchange of their shares of Decor HFS Common Stock solely for shares of Interiors Class A CUC Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A CUC Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A CUC Common Stock received solely in exchange for shares of Decor HFS Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of CUC Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor HFS Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A CUC Common Stock received in exchange for shares of Decor HFS Common Stock pursuant to the Merger will include the holding period of the shares of Decor HFS Common Stock exchanged therefor, provided such shares of Decor HFS Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, counsel for Decor CUC shall be entitled to rely upon representations of officers of InteriorsCUC, Decor HFS and stockholders of Decor HFS substantially in the form of Exhibits D and E hereto.

Tax Opinions. Decor JPFI shall have received from reasonable comfort in its sole discretion on a date immediately prior Wachtell, Lipton, Xxxxx & Xxxx, counsel to the mailing of the Joint Proxy Statement JPFI, and on RSI shall have received from Xxxxx, Day, Xxxxxx & Xxxxx, counsel to RSI, an opinion, dated the Closing Date Date, substantially to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors JPFI and Decor RSI will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Interiors JPFI or Decor RSI as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor RSI upon the exchange of their shares of Decor RSI Common Stock solely for shares of Interiors Class A JPFI Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Interiors Class A JPFI Common Stock; (iv) the aggregate tax basis of the shares of Interiors Class A JPFI Common Stock received solely in exchange for shares of Decor RSI Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of JPFI Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor RSI Common Stock exchanged therefor; and (v) the holding period for shares of Interiors Class A JPFI Common Stock received in exchange for shares of Decor RSI Common Stock pursuant to the Merger will include the holding period of the shares of Decor RSI Common Stock exchanged therefor, provided such shares of Decor RSI Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, each of counsel for Decor JPFI and RSI shall be entitled to receive and rely upon representations of fact contained in certificates of officers of InteriorsJPFI, Decor RSI and stockholders of Decor substantially RSI, which representations shall be in the form of Exhibits D and E heretosubstance satisfactory to such counsel.

Tax Opinions. Decor SYSCO shall have received from reasonable comfort in its sole discretion on a date immediately prior Arnall Golden & Xxxxxxx, LLP, counsel to the mailing of the Joint Proxy Statement SYSCO, and on DFI shall have received from McGuire, Woods, Battle & Xxxxxx LLP, counsel to DFI, an opinion, dated the Closing Date Date, substantially to the effect that: (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Interiors SYSCO and Decor DFI will each be a party to such reorganization within the meaning of Section 368(b) of 368(b)of the Code; (ii) no gain or loss will be recognized by Interiors SYSCO or Decor DFI as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Decor DFI upon the exchange of their shares of Decor DFI Common Stock solely for shares of Interiors Class A SYSCO Common Stock pursuant to the Merger, except with respect to any cash, if any, received in lieu of fractional shares of Interiors Class A Common Stockthe Merger; (iv) the aggregate tax basis of the shares of Interiors Class A SYSCO Common Stock received solely in exchange for shares of Decor DFI Common Stock pursuant to the Merger (including fractional shares or Interiors Class A of SYSCO Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Decor DFI Common Stock exchanged therefortherefor increased by any gain recognized and decreased by any cash received; and (v) the holding period for shares of Interiors Class A SYSCO Common Stock received in exchange for shares of Decor DFI Common Stock pursuant to the Merger will include the holding period of the shares of Decor DFI Common Stock exchanged therefor, provided such shares of Decor DFI Common Stock were held as capital assets by the stockholder at the Effective Time. In rendering such opinions, each of counsel for Decor SYSCO and DFI shall be entitled to receive and rely upon representations of fact contained in certificates of officers of InteriorsSYSCO, Decor DFI and stockholders of Decor substantially DFI, which representations shall be in the form of Exhibits D and E heretosubstance satisfactory to such counsel.