Non-confidential Transaction Sample Clauses

Non-confidential Transaction. Notwithstanding anything provided herein, and any express or implied claims of exclusivity or proprietary rights, the parties hereto hereby agree and acknowledge that each party hereto (and each of their employees, representatives or other agents) is authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions or other tax analyses) that are provided by the Borrower, the Parent or the holders of the equity interests in the Parent to the others relating to such tax treatment and tax structure, except to the extent that such disclosure is subject to restrictions reasonably necessary to comply with securities laws. In this regard, the parties hereto acknowledge and agree that disclosure of the tax treatment and tax structure of the transactions contemplated by this Agreement has not been and is not limited in any manner by an express or implied understanding or agreement (whether oral or written, and whether or not such understanding or agreement is legally binding), except to the extent that such disclosure is subject to restrictions reasonably necessary to comply with securities law. For purposes of this authorization, “tax treatment,” means the purported or claimed U.S. federal or state income tax treatment of the transactions contemplated by this Agreement, and “tax structure” means any facts that may be relevant to understanding the purported or claimed U.S. federal or state income tax treatment of the transactions contemplated by this Agreement. This Section 11.25 is intended to reflect the understanding of the parties hereto that the Loans have not been offered under “conditions of confidentiality” as that phrase is used in Treasury Regulation Sections 1.6011-4(b)(3)(i) and 301.6111-2(c)(i), and shall be interpreted in a manner consistent therewith. Nothing herein is intended to imply that the parties hereto have made or provided to, or for the benefit of, the other any oral or written statement as to any potential tax consequences that are related to, or may result from, the transactions contemplated by this Agreement.