Common use of Tax Opinions Clause in Contracts

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constitute a reorganization within the meaning of Section 368(a) of the Code, and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Parent or the Company does not render such opinion or renders but withdraws such opinion, this condition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. Company and Parent and the Company shall each have received substantially identical written opinions from their counsel, Gray Xxxy Xxxx & Xreidenrich LLP and Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, and Coolxx Xxxward LLP, respectively, in form and substance reasonably satisfactory to themeach, to the effect that the Merger will constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code, and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Company or Parent or the Company does not render such opinion or renders but withdraws such opinion, this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. Company and Parent and the Company shall each have received ------------ substantially identical written opinions from their counsel, Wilsxx Xxxx Xxxx Xxxx & Freidenrich LLP and Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, and Coolxx Xxxward LLP, respectively, in form and substance reasonably satisfactory to themeach, to the effect that the Merger will constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code, and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Company or Parent or the Company does not render such opinion or renders but withdraws such opinion, this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. Parent and the Company shall each have received substantially identical written opinions from their counsel, respective tax counsel (Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, and Coolxx Xxxward LLPHutcxxxx, Xxeexxx xxx Dittxxx, x Professional Corporation, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, 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 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 substantially identical ------------ written opinions from their counsel, Wilsxx respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, and Coolxx Xxxward Xxxxxxx Phleger & Xxxxxxxx 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 shall 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 hereto shall render such opinion to such party. The parties to this Agreement hereto 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 substantially identical written ------------ opinions from their counsel, Wilsxx respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, and Coolxx Xxxward Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & 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, 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 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 substantially identical written opinions from their counsel, Wilsxx respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, and Coolxx Xxxward LLPXxxxxxxx, Xxxxxxx and Xxxxxxx, a Professional Corporation, respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, 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 such reasonable representations as requested by such counsel for the purpose of rendering such opinions.

Tax Opinions. Parent Apex and the Company Cybex shall each have received substantially identical written opinions from their counsel, Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, and Coolxx Xxxward LLPSirote & Permutt, P.C., 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 Apex or the Company Cybex 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. Parent and the Company shall each have received substantially identical ------------ written opinions from their counsel, Wilsxx respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & XosaxxXxxxxx, Xxofessional Professional Corporation, and Coolxx Xxxward LLPXxxx Xxxx Xxxx & Freidenrich, a Professional Corporation, 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, 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 and use their commercially reasonable efforts to cause their shareholders to make such reasonable representations as requested by such counsel for the purpose of rendering such opinions.