280G Opinion. ONB shall have received a letter of tax advice, in a form satisfactory to ONB and at its expense, from Monroe’s outside, independent certified public accountants to the effect that any amounts that are paid by Monroe before the Effective Time, or required under Monroe’s Plans or this Agreement to be paid at or after the Effective Time, to Persons who are disqualified individuals in respect of Monroe, its Subsidiaries or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code.
280G Opinion. Prior to the Effective Time, LPB shall use its reasonable best efforts to cause LPB and Horizon to receive confirmation, in a form reasonably satisfactory to LPB and Horizon, from an accounting firm, to the effect that as a result, directly or indirectly, of the transactions contemplated by this Agreement (including without limitation any termination of employment relating thereto and occurring prior to, at or following the Effective Time), LPB, its Subsidiaries and their respective successors will not be obligated to make a payment that would be characterized as an “excess parachute payment” to an individual who is a “disqualified individual,” as such terms are defined in Section 280G of the Code.
280G Opinion. ONB shall have received a letter of tax advice, in a form satisfactory to ONB and at its expense, from LSB’s outside, independent certified public accountants to the effect that any amounts that are paid by LSB before the Effective Time, or required under LSB’s Plans or this Agreement to be paid at or after the Effective Time, to Persons who are disqualified individuals in respect of LSB, its Subsidiaries or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code.
280G Opinion. ONB shall have received a letter of tax advice, in a form satisfactory to ONB and at its expense, from ICB’s outside, independent certified public accountants to the effect that any amounts that are paid by ICB before the Effective Time, or required under ICB’s Plans or this Agreement to be paid at or after the Effective Time, to Persons who are disqualified individuals in respect of ICB, its Subsidiaries or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code.
280G Opinion. Old National shall have received, at its expense, a letter of tax advice from a certified public accounting firm or compensation consultants reasonably satisfactory to Old National and in a form reasonably satisfactory to Old National to the effect that any amounts that are paid by Anchor before the Effective Time, or required under Anchor’s Plans or this Agreement to be paid at or after the Effective Time, to persons who are disqualified individuals in respect of Anchor, its Subsidiaries or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code.
280G Opinion. FIC shall have received a written opinion from KPMG reasonably satisfactory to FIC, based on MBC's data respecting payments made by MBC and its Subsidiaries before or during the calendar month as of which this Agreement is dated and MBC's estimates of payments to be made by MBC and its Subsidiaries after such calendar month and prior to the Effective Time, to the effect that any amounts that are paid by MBC and its Subsidiaries before the Effective Time, or required under MBC's Compensation Plans or this Agreement to be paid at or after the Effective Time, to persons who are disqualified individuals in respect of MBC and its Subsidiaries, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code. The foregoing requirement of such KPMG letter shall be deemed to have been satisfied unless, prior to the date of the mailing of the proxy statement to the shareholders of MBC (which shall not occur until at least 50 days after the date of this Agreement), FIC notifies MBC in writing that KPMG has failed or refused so to opine and identifies in such writing each payment or portion thereof as to which KPMG fails or refuses so to opine. In that event, MBC and its Subsidiaries shall have the opportunity to reduce or restructure the subject payments (with the consent of the affected disqualified individuals, if necessary) so as to satisfy the requirement for the issuance of such written opinion of KPMG. Notwithstanding the foregoing, the satisfaction of the conditions in this Section 8.01(i) is subject to the accuracy (in all respects material to such KPMG opinion) of such data and estimates provided by MBC.
280G Opinion. ONB shall have received a letter of tax advice, in a form satisfactory to ONB, from TFC’s outside, independent certified public accountants to the effect that any amounts that are paid by TFC before the Effective Time, or required under TFC’s Plans or this Agreement to be paid at or after the Effective Time, to Persons who are disqualified individuals in respect of TFC, its Subsidiaries or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code.
280G Opinion. FNBB shall have delivered to TriCo the written confirmation, to be dated as of a date not earlier than five (5) Business Days prior to the Closing Date, of VP Tax, Inc., or another nationally recognized accounting firm reasonably acceptable to TriCo, that no agreement, contract or arrangement to which any employee of FNBB is a party will result in the payment of any amount that would not be deductible by reason of Section 280G of the Code, as determined without regard to Section 280G(b)(4) of the Code.
280G Opinion. MainSource shall have received a letter of tax advice, in a form satisfactory to MainSource and at its expense, from 1st Independence's outside, independent certified public accountants to the effect that any amounts that are paid by 1st Independence or 1st Bank before the Effective Time, or required under 1st Independence's Plans or this Agreement to be paid at or after the Effective Time, to persons who are disqualified individuals in respect of 1st Independence, 1st Bank or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code. Among the nonexclusive list of payments to be considered are those payments referred to under Sections 2.01(b), 5.14, 5.15, 5.16, 5.18, 5.19, 6.03(b), and 6.05 of this Agreement, as well as any other payments made under the 1st Independence Plans because of the transactions contemplated herein.
280G Opinion. MainSource shall have received a letter of tax advice, in a form satisfactory to MainSource, from UCBC’s outside, independent certified public accountants to the effect that any amounts that are paid by UCBC or Union Federal before the Effective Time, or required under UCBC’s Plans or this Agreement to be paid at or after the Effective Time, to persons who are disqualified individuals in respect of UCBC, Union Federal or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code. Among the nonexclusive list of payments to be considered are those payments referred to under Sections 3.01(b), 6.14, 6.15, 6.16, 6.18, 6.19, 7.03(b), 7.05, and 8.01(i) of the Agreement, as well as any other payments made under the UCBC Plans because of the transactions contemplated herein. For purposes of this letter, the basic compensation payable to Messrs. Grimble and Xxxxxx under the employment agreements referred to in Section 8.01(i) may be deemed to be reasonable compensation for services rendered by those individuals after the Effective Time; however, such payments shall still be considered for purposes of the excess parachute payment determination defined in Section 280G of the Code.
