Common use of Tax Opinions Clause in Contracts

Tax Opinions. Parent and Company shall each have received written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris & Xxxxxxxx, P.A., respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris Xxxx Xxxx Xxxx & Xxxxxxxx, P.A.Freidenrich LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable customary representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent and Company shall each have received ------------ written opinions from their respective tax counsel (Xxxxxx Fenwick & West LLP and Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris & Xxxxxxxx, P.A.Coie LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their respective tax counsel (counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationP.C., and Gray, Harris Xxxxxx & Xxxxxxxx, P.A.Whitney LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawnCode. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionsopinion.

Tax Opinions. Parent and the Company shall each have received ------------ substantially identical written opinions from their respective tax counsel (counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx, P.A.Xxxxxxxxx LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawnCode. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionsopinion.

Tax Opinions. Parent and Company shall each have received a written opinions opinion from their respective tax counsel (Xxxxxx counsel, Xxxxx, Xxxxxxx Xxxxxxxx & XxxxxxXxxxxxxxx, Professional Corporation, LLP and Gray, Harris & Xxxxxxxx, P.A.Xxxx and Xxxx LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawnCode. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionsopinion.

Tax Opinions. Each of Parent and Company shall each have received a written opinions opinion from their respective its tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx Wilson Sonsini Goodrich & XxxxxxRosati, Professional Corporation, and Gray, Harris Davxx Xxxx & Xxxxxxxx, P.A.xxxpecxxxxxx, respectivelyor other nationally recognized xxx xxxxxel), in form xx xxxm and substance reasonably satisfactory to themit, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent and the Company shall each have received written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Corporation and Gray, Harris Fenwick & Xxxxxxxx, P.A.West LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Company Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties Parent and the Company shall deliver, and tax counsel shall be entitled to this Agreement agree to make rely upon, such reasonable tax representations as are reasonably requested by such tax counsel for the purpose of in connection with rendering such opinions.

Tax Opinions. Parent and Company shall each have received written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx Fenwick & West LLP and Xxxxxx, Professional CorporationXxxxxx-Xxxxxxx, and Gray, Harris Colt & Xxxxxxxx, P.A.Mosle LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Purchaser and Parent and Company shall each have received ------------ written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris Ropes & Xxxxxxxx, P.A.Xxxx, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent and the Company shall each have received written opinions from their respective tax counsel (counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationP.C., and Gray, Harris Fenwick & Xxxxxxxx, P.A.West LLP, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawnCode. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinionsopinion.

Tax Opinions. Parent and the Company shall each have received ------------ written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Gray, Harris & Xxxxxxxx, P.A., respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and Code; provided, however, that if the counsel to either Parent or the Company -------- ------- does not render such opinions opinion, this condition shall not have been withdrawnnonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.