Common use of Opinion of Tax Counsel Clause in Contracts

Opinion of Tax Counsel. The Company shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Company, dated 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 be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. The Company shall will have received an opinion of from Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Company, dated the Closing Date, to the effect that that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. The Company shall have received an opinion of Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxx LLP, special counsel to the Company, dated as of the Closing DateDate and based on facts, representations and assumptions described in such opinion, to the effect that on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its such opinion, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxx LLP may require will be entitled to receive and rely upon customary certificates and representations contained in letters from each of Parent officers of the Company and the CompanyParent.

Opinion of Tax Counsel. The Company shall will have received an opinion of Xxxxxxxx from Sxxxxxxx & Xxxxxxxx Cxxxxxxx LLP, special counsel to the Company, dated the Closing Date, to the effect that that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Xxxxxxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. The Company shall have received an opinion of from Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Company, dated the Closing Date, to the effect that that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent and the Company.

Opinion of Tax Counsel. The Company shall have received an opinion of Xxxxxxxx & Xxxxxxxx from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated for federal income tax purposes qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In rendering its opinion, Xxxxxxxx & Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of Parent Parent, Company and the CompanyBeach.