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 6011 and 6112 of the Internal Revenue Code of 1986, as amended and regulations there under) 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, subject to compliance with disclosure obligations under applicable federal or state securities laws; provided, however, that such disclosure many not be made until the earlier of date of (a) public announcement of discussions relating to the transaction, (b) public announcement of the transaction, or (c) execution of an agreement to enter into the transaction. This authorization is not intended to permit disclosure of any other information including (without limitation) (v) any portion of any materials to the extent not related to the transaction's tax treatment or tax structure, (w) the identities of participants or potential participants, (x) the existence or status of any negotiations, (y) 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 (z) any other term or detail not relevant to the transaction's tax treatment or the tax structure.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Earth Products & Technologies Inc), Stock Exchange Agreement (Comet Technologies Inc)

AutoNDA by SimpleDocs

Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the parties Parties (and each affiliate Affiliate and person Person acting on behalf of any partyParty) agree that each party Party (and each employee, representative, and other agent of such partyParty) may disclose to any and all personsPersons, without limitation of any kind, the transaction's tax treatment and tax structure (as such terms are used in 6011 and 6112 of the Internal Revenue Code of 1986, as amended and regulations there under) contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) provided to such party Party or such person Person relating to such tax treatment and tax structure, subject to compliance with disclosure obligations under applicable federal or state securities laws; provided, however, that such disclosure many not be made until the earlier of date of (aA) public announcement of discussions relating to the transaction, (bB) public announcement of the transaction, or (cC) execution of an agreement to enter into the transaction. This authorization is not intended to permit disclosure of any other information including (without limitation) (vA) any portion of any materials to the extent not related to the transaction's tax treatment or tax structure, (wB) the identities of participants or potential participants, (xC) the existence or status of any negotiations, (yD) 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 (z) any other term or detail not relevant to the transaction's tax treatment or the tax structure.or

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Simplagene Usa Inc)

AutoNDA by SimpleDocs

Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the parties Parties (and each affiliate Affiliate and person Person acting on behalf of any partyParty) agree that each party Party (and each employee, representative, and other agent of such partyParty) may disclose to any and all personsPersons, without limitation of any kind, the transaction's tax treatment and tax structure (as such terms are used in 6011 Code ss.ss.6011 and 6112 of the Internal Revenue Code of 1986, as amended and regulations there under) contemplated by this Agreement agreement and all materials of any kind (including opinions or other tax analyses) provided to such party Party or such person Person relating to such tax treatment and tax structure, subject to compliance with disclosure obligations under applicable federal or state securities laws; provided, however, that such disclosure many not be made until the earlier of date of (aA) public announcement of discussions relating to the transaction, (bB) public announcement of the transaction, or (cC) execution of an agreement to enter into the transaction. This authorization is not intended to permit disclosure of any other information including (without limitation) (vA) any portion of any materials to the extent not related to the transaction's tax treatment or tax structure, (wB) the identities of participants or potential participants, (xC) the existence or status of any negotiations, (yD) 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 (zE) any other term or detail not relevant to the transaction's tax treatment or the tax structure.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dental Patient Care America Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.