Tax Opinions. (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.
Tax Opinions. (i) Parent will have received a written opinion from Skadden, Arps, Slate, Meagher & Flom LLP, dated as of the date of the Second HoldCo Mexxxx Xxfecxxxx Time, in form and 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 and (ii) no gain or loss will be recognized by a stockholder of HoldCo (other than a stockholder of HoldCo who owns, directly or 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) on the conversion of its shares of HoldCo Common Stock into Parent Shares except to the extent of cash received, including cash received in lieu of a fractional share of Parent 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reporting requirements contained in Treasury Regulation Section 1.367(a)-3(c)(6), and such opinion shall not have been withdrawn; provided, however, that if Skadden, Arps, Slate, Meagher & Flom LLP shall not render such opinion, this condition xxxxx nonxxxxless be deemed satisfied if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 (other than the law firm providing the opinion pursuant to Section 9.3(f) of the Agreement), shall render such opinion to Parent. In rendering such opinion, Skadden, Arps, Slate, Meagher & Flom LLP or such other law firm, as the case may be, may xxxxire xxx be entitled to rely on representations, covenants and rulings of Parent and HoldCo, including the HoldCo Merger Parent Tax Certificate and the HoldCo Tax Certificate.
Tax Opinions. JHVIT shall have received the Tax Opinions.
Tax Opinions. Parent and Company shall each have received ------------ written opinions from their respective tax counsel (Fenwick & West LLP and Xxxxxxx 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. JHVIT shall have received one or more opinions of K&L Gates LLP, dated on or before the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to JHVIT, that, assuming the variable contracts and the insurance companies issuing them are properly structured under the insurance company provisions of the Code, the Reorganization will not be a taxable event for contract owners whose contract values are determined by investment in shares of the Acquired Fund (the “Tax Opinions”). For purposes of rendering its opinion, K&L Gates LLP may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the Prospectus and SAI, and on such other written representations verified as of the Effective Time of the Reorganization.
Tax Opinions. Parent and the Company shall each have received substantially identical written opinions from their counsel, Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, and Coolxx Xxxward 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; provided, however, that if the counsel to either Parent or the Company does not render such opinion or renders but withdraws such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders and does not withdraw such opinion to such party. The parties to this Agreement agree to make reasonable representations as requested by such counsel for the purpose of rendering such opinions.
Tax Opinions. With respect to each Reorganization:
Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law Group, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.
Tax Opinions. Parent and Company shall each have received written opinions from their respective tax counsel (Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, and Hale xxx Dorr XXX, 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; provided, however, that if the counsel to either Parent or Company does not render such opinion, this condition shall nonetheless 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.
Tax Opinions. Parent shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Xxxxxxxxxx LLP and the Company shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, each dated as of the Effective Time, and each to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)(2)(E) of the Code; provided, however, that if (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Parent if the other of such firms renders such opinion to Parent, and if neither such firm renders such opinion to Parent, this condition shall nonetheless be deemed to be satisfied if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, renders such opinion to Parent and (ii) if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, fails to render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if either Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or Xxxxx Xxxxxxxxxx LLP renders such opinion to the Company. The issuance of such opinions shall be conditioned upon the receipt by such counsel of appropriate representation letters from each of Parent, Merger Sub, and the Company, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.
