Common use of Reliance by You in Rendering Opinion: Limitations on Your Opinion Clause in Contracts

Reliance by You in Rendering Opinion: Limitations on Your Opinion. The undersigned recognizes and agrees that (i) your respective tax opinions will be based (i) on the accuracy of the representations set forth herein, (ii) on the accuracy of the statements contained in the Merger Agreement and the various other documents related thereto (including, but not limited to, the S-4 and the Proxy Statement) and (iii) on the consummation of the Merger in accordance with the terms set forth in the Merger Agreement. In rendering your opinion, you may assume that any statements and representations referred to in (i) and (ii) that are qualified by knowledge are true, correct and complete without such qualification. The undersigned also recognizes and agrees that your respective tax opinions will be subject to certain limitations and qualifications, including that they may not be relied upon if any such representations or warranties are not accurate or if any of such covenants or obligations are not satisfied in all respects.

Reliance by You in Rendering Opinion: Limitations on Your Opinion. The undersigned recognizes recognize and agrees that (i) agree that, with respect to each of you, your respective tax opinions opinion will be based (i) on the accuracy of the statements and representations set forth herein, (ii) on the accuracy of the statements contained in the Merger Agreement and the various other documents related thereto (including, but not limited to, the Form S-4 Registration Statement and the Proxy Statement) /Prospectus), and (iii) on the consummation of the Merger in accordance with the terms set forth in the Merger Agreement. In rendering your opinion, you may assume that any statements and representations referred to in (i) and (ii) that are qualified by knowledge are true, correct and complete without such qualification. The undersigned also recognizes recognize and agrees that agree that, with respect to each of you, your respective tax opinions opinion will be subject to certain limitations and qualifications, including that they it may not be relied upon if any such statements or representations or warranties are not accurate or if any of such covenants or obligations are not satisfied in all respects.