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, dated as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx & Xxxx may require and rely upon representations contained in letters or certificates from each of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Parent, dated as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx & Xxxx may require and rely upon representations contained in letters or certificates from each of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Parent, dated as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx & Xxxx may require and rely upon representations contained in letters or certificates from each of Parent Parent, Company and the Company, reasonably satisfactory in form and substance to such counsel.Beach. 52

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Parent, dated as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx & Xxxx may require and rely upon representations contained in letters or certificates from each of Parent and the Parent, Company, reasonably satisfactory in form and substance to such counselany subsidiary of either.

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx Rosex & XxxxXatz, dated xxted as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx Rosex & Xxxx may Xatz xxx require and rely upon representations contained in letters or certificates from each of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Opinion of Tax Counsel. Parent shall have received an opinion from Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, dated as of 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 qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx may require and rely upon representations contained in letters or certificates from each of Parent and the Company, reasonably satisfactory in form and substance to such counsel.