Tax Disclosures. Notwithstanding anything herein to the contrary, you, the Company and each other party to the transaction contemplated hereby (and each affiliate and person acting on behalf of any such 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 of the transaction and all materials of any kind (including opinions or other tax analyses) that are 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) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (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 transaction) or (v) any other term or detail not relevant to the tax treatment or the tax structure of the transaction.
Tax Disclosures. Notwithstanding anything in this Agreement to the contrary, in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury Regulations, Purchaser and Seller (and each employee, representative, or other agent of Purchaser and Seller) may disclose to any and all persons, 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 to Purchaser or Seller relating to such tax treatment and tax structure. However, any information relating to tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent, but only to the extent, reasonably necessary to enable Purchaser and Seller to comply with applicable securities laws. For purposes hereof, “tax structure” means any fact that may be relevant to understanding the federal income tax treatment of the transaction.
Tax Disclosures. Notwithstanding anything herein to the contrary, the Company and Employee and each other party to the transaction contemplated hereby (and each affiliate and person acting on behalf of any such 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 of the transaction and all materials of any kind (including opinions or other tax analyses) that are 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) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (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 transaction) or (v) any other term or detail not relevant to the tax treatment or the tax structure of the transaction.
Tax Disclosures. The factual description of, and the assumptions and representations regarding, the Company’s organization and current and proposed method of operation set forth in the General Disclosure Package and the Prospectus under the headings “Federal Income Tax Considerations” and “Supplement to Federal Income Tax Considerations” accurately and completely summarize the matters referred to therein in all material respects.
Tax Disclosures. The factual description of, and the assumptions and representations regarding, the Company’s organization and current and proposed method of operation set forth in the Prospectus under the headings “Federal Income Tax Considerations” and “Supplement to Federal Income Tax Considerations” accurately and completely summarize the matters referred to therein in all material respects. (hhh) Absence of Business Interruption. Neither the Company, any of its Subsidiaries, nor any Hotel has sustained, since June 19, 2009, any loss or interference with its business from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or arbitrators’ or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, otherwise than as set forth in the Prospectus.
Tax Disclosures. Notwithstanding any provision in this Confirmation or the Agreement, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.
Tax Disclosures. Notwithstanding any other agreement among the parties or anything else herein to the contrary, each party to this Agreement (and any employee, representative or other agent thereof) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and any tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, that no party (or any employee, representative or other agent thereof) shall disclose pursuant to this section (i) any information that is not relevant to an understanding of the U.S. federal income tax treatment of the transactions contemplated by this Agreement, including the identity of any party to this Agreement (or its employees, representatives or agents) or other information that could lead any person to determine such identity or (ii) any information to the extent such disclosure could result in a violation of any federal or state securities laws; and provided further, that this section shall not apply until the earliest of (a) the date of public announcement of discussions relating to the transactions, (b) the date of public announcement of the transactions, or (c) the date of execution of an agreement, with or without consideration, to enter into the transactions.
Tax Disclosures. Each user should consult with and must rely upon the advice of its own professional tax advisers with respect to all U.S. federal income tax, state and local (and non-U.S. tax) treatment of MTL tokens and the purchase, sale, storage, and rewarding of cryptocurrencies through the Services. The purchasing, transferring, receiving, or holding of, or investing in, MTL tokens may result in adverse tax consequences, including withholding taxes, income taxes and tax reporting requirements. Metal does not intend to request a ruling from the U.S. Internal Revenue Service (“IRS”) or any tax authority or governmental agency on these issues. On March 25, 2014, the IRS released Notice 2014-21, 2014-16 I.R.B. 938 (the “Notice”), which discusses certain aspects of the treatment of convertible virtual currencies for U.S. federal income tax purposes. A “convertible virtual currency” is a digital currency that has an equivalent value in real currency, or acts as a substitute for real currency. The Notice provides that for U.S. federal income tax purposes a convertible virtual currency is considered “property” and not a “currency.” Further, the character of any gain or loss of a transaction involving a convertible virtual currency depends on whether it is a capital asset in the hands of the taxpayer. Under the Notice, it is possible that the Metal Pay Service users that receive “Pop” will be subject to U.S. federal income tax at ordinary income tax rates. Also, any Service user that chooses to transfer funds via Services with the MTL token (instead of cash) may be required to report a gain or loss to the extent the user’s basis differs from the fair market value of the token at the time of the transfer. That same tax exposure exists for those Service users that choose to sell their MTL token(s) on a secondary market. There is no guarantee that the IRS will agree that the MTL token falls within the parameters of the Notice or that the IRS will not alter its position with respect to digital currency in the future or that a court would uphold the tax treatment set forth in the Notice. In addition, Metal can provide no assurance that future legislation will not treat digital currency, including MTL, as currency for U.S. federal income tax purposes. If treated as currency for such purposes, gains recognized on the disposition of MTL would constitute ordinary income, and losses recognized on the disposition of MTL could be subject to special reporting requirements applicable to “r...
Tax Disclosures. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriter imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.
Tax Disclosures. The factual description of, and the assumptions and representations regarding, the Company’s organization and current and proposed method of operation set forth or incorporated by reference in the Prospectus under the heading “Material U.S. Federal Income Tax Considerations,” accurately and completely summarize the matters referred to therein in all material respects. (hhh) Absence of Business Interruption. Neither the Company, any of its Subsidiaries, nor any Hotel has sustained, since December 31, 2023, any loss or interference with its business from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or arbitrators’ or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, except as disclosed in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus.
