Common use of Tax Opinions Clause in Contracts

Tax Opinions. Parent and Company shall each have received ------------ written opinions from their respective tax counsel (Fenwick & West LLP and Cooley Godward 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will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Parent or Company -------- ------- does not render such opinion, this condition shall nonetheless be deemed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 and Company shall each have received written ------------ written opinions from their respective tax counsel (Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLP Xxxxxx, Professional Corporation, and Cooley Xxxxxx Godward LLP respectively), in form and substance reasonably satisfactory to them, to the effect that the Merger will Offer should constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the ----------------- counsel to either Parent or Company -------- ------- does not render such opinion, this condition shall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 and Company shall each have received ------------ written opinions from their respective tax counsel (Fenwick Wilsxx Xxxxxxx Xxxxxxxx & West LLP Xosaxx, Xxofessional Corporation, and Cooley Godward LLP 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will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Parent or Company -------- ------- does not render such opinion, this condition shall nonetheless be deemed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 and Company Target shall each have received written ------------ written opinions from their respective tax counsel (Fenwick & West LLP Venture Law Group, A Professional Corporation, and Cooley Godward LLP Xxxxxxxxx Traurig, P.A., 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 -------- ------- Target 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 and the Company shall each have received ------------ written opinions from their respective tax counsel (Fenwick counsel, Xxxxxx Xxxxxxx Xxxxxxxx & West Xxxxxx, Professional Corporation, and Xxxx Xxxx Xxxx & Freidenrich LLP and Cooley Godward 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 withdrawnCode; provided, however, that if the counsel to either -------- ------- Parent or the 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 and Company shall each have received written ------------ written opinions from their respective tax counsel (Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLP Xxxxxx, Professional Corporation, and Cooley Godward LLP Xxxxxx, Xxxxxxx & Xxxxxx, 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 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 and Company shall each have received written ------------ written opinions from their respective tax counsel (Fenwick & West LLP and Cooley Godward LLP Xxxxxx & Xxxxxxx 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 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 and Company shall each have received ------------ written opinions from their respective tax counsel (Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and Fenwick & West LLP and Cooley Godward LLP 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 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 and the Company shall each have received ------------ written opinions from their respective tax counsel (Fenwick Xxxxxx Xxxxxxx Xxxxxxxx & West LLP Xxxxxx, P.C. and Cooley Godward LLP Pillsbury Madison & Sutro 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, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party party's counsel 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.. 6.2