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 tax treatment and tax structure (as such terms are used in regulations promulgated under Code Section 6011) of the Transactions; provided, however, that such disclosure may not be made until the earlier of date of (a) public announcement of discussions relating to the Transactions, (b) public announcement of the Transactions, or (c) execution of an agreement (with or without conditions) to enter into the Transactions. This authorization is not intended to permit disclosure of any other information including (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the Transactions, (ii) the identities of participants or potential participants, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the Transactions), or (v) any other term or detail not relevant to the tax treatment or the tax structure of the Transactions.

Appears in 5 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.)

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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 tax treatment and tax structure (as such terms are used in regulations promulgated under Code Section 6011) of the Transactionstransactions contemplated by this agreement; provided, however, that such disclosure may not be made until the earlier of date of (aA) public announcement of discussions relating to the Transactionstransaction, (bB) public announcement of the Transactionstransaction, or (cC) execution of an agreement (with or without conditions) to enter into the Transactionstransaction. This authorization is not intended to permit disclosure of any other information including (iwithout limitation) (A) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure of the Transactionsstructure, (iiB) the identities of participants or potential participants, (iiiC) the existence or status of any negotiations, (ivD) 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 of the Transactionsstructure), or (vE) any other term or detail not relevant to the transaction’s tax treatment or the tax structure of the Transactionsstructure.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.)

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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 tax treatment and tax structure (as such terms are used in regulations promulgated under Code Section §6011) of the Transactionstransactions contemplated by this agreement; provided, however, that such disclosure may not be made until the earlier of date of (aA) public announcement of discussions relating to the Transactionstransaction, (bB) public announcement of the Transactionstransaction, or (cC) execution of an agreement (with or without conditions) to enter into the Transactionstransaction. This authorization is not intended to permit disclosure of any other information including (iwithout limitation) (A) any portion of any materials to the extent not related to the transaction’s tax treatment or tax structure of the Transactionsstructure, (iiB) the identities of participants or potential participants, (iiiC) the existence or status of any negotiations, (ivD) 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 of the Transactionsstructure), or (vE) any other term or detail not relevant to the transaction’s tax treatment or the tax structure of the Transactionsstructure.

Appears in 1 contract

Samples: Share Purchase Agreement (Municipal Mortgage & Equity LLC)

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