Common use of Tax Disclosure Authorization Clause in Contracts

Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting on behalf of any Party) agree that each Party (and each employee, representative, and other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the transaction’s tax treatment and tax structure (as such terms are used in regulations promulgated under Code §6011) contemplated by this agreement and all materials of any kind (including opinions or other tax analyses) provided to such Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (A) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure, (B) the identities of participants or potential participants, (C) the existence or status of any negotiations, (D) any pricing or financial information (except to the extent such pricing or financial information is related to the transaction’s tax treatment or tax structure), or (E) any other term or detail not relevant to the transaction’s tax treatment or the tax structure.

Appears in 4 contracts

Samples: Interim Agreement, Separation Agreement (Wolverine World Wide Inc /De/), Interim Agreement (Wolverine World Wide Inc /De/)

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Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting on behalf of any Party) agree that each Party (and each employee, representative, and other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the transaction’s tax treatment and tax structure (as such terms are used in regulations promulgated under Code §6011) contemplated by this agreement and all materials of any kind (including opinions or other tax analyses) provided to such Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (Aa) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure, (Bb) the identities of participants or potential participants, (Cc) the existence or status of any negotiations, (D) any pricing or financial information (except to the extent such pricing or financial information is related to the transaction’s tax treatment or tax structure), or (E) any other term or detail not relevant to the transaction’s tax treatment or the tax structure.,

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Tax Disclosure Authorization. Notwithstanding anything herein in this Agreement to the contrary, the Parties (and each Affiliate and Person acting on behalf of any Party) agree that each Party (and each employee, representative, and other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the transaction’s tax treatment and tax structure (as such terms are as used in regulations promulgated under Code §6011Sections 6011 and 6112 and the Treasury Regulations thereunder) contemplated by this agreement Agreement and all materials of any kind (including opinions or other tax analyses) provided to such Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities lawslaw. This authorization is not intended to permit disclosure of any other information including (without limitation) (Ai) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure, (Bii) the identities of participants or potential participants, (Ciii) the existence or status of any negotiations, negotiations (Div) any pricing or financial information (except to the extent such pricing or financial information is related to the transaction’s tax treatment or tax structure), or (Ev) any other term or detail not relevant to the transaction’s tax treatment or the tax structure.

Appears in 1 contract

Samples: Merger Agreement (Greens Worldwide Inc)

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Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting on behalf of any Party) agree that each Party (and each employee, representative, and other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the transaction’s tax treatment and tax structure (as such terms are used in regulations promulgated under Code §6011) contemplated by this agreement and all materials of any kind (including opinions or other tax analyses) provided to such Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (Aa) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure, (Bb) the identities of participants or potential participants, (Cc) the existence or status of any negotiations, (Dd) any pricing or financial information (except to the extent such pricing or financial information is related to the transaction’s tax treatment or tax structure), or (Ee) any other term or detail not relevant to the transaction’s tax treatment or the tax structure.

Appears in 1 contract

Samples: Asset Purchase Agreement

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