Disclosure of Tax Treatment. Notwithstanding the foregoing or anything herein to the contrary, all persons (and their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction described herein and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure shall be required to be kept confidential to the extent necessary to comply with any applicable securities laws.
Disclosure of Tax Treatment. Notwithstanding anything to the contrary in this Agreement or in the RFP and appendices thereto, Seller and Buyer agree that (i) any obligation of confidentiality with respect to the Parties' Transactions hereunder does not apply, and has not applied from the commencement of discussions between the Parties, to the tax treatment and tax structure of the Agreement and all Transactions thereunder, and (ii) Seller and Buyer (and each of their respective employees, representatives, or agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Agreement and the Transactions thereunder, as well as any materials of any kind (including opinions or other tax analyses) that have been provided to the disclosing Party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to affect any privileges that each Party is entitled, in its sole discretion, to maintain, including with respect to any confidential communications with its attorney or any confidential communications with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code.
Disclosure of Tax Treatment. Notwithstanding anything to the contrary in this Agreement or in any other documents pertaining to an investment in the Company, a Member or Assignee (or any of its Authorized Representatives) may disclose to any and all persons, without limitation of any kind, the anticipated tax treatment and tax structure of the Company and transactions contemplated by the Company, and all materials of any kind (including opinions or other tax analyses) related to such tax treatment and tax structure, if any.
Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Credit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 Total $ 187,000,000 $ 124,000,000 $ 100,000,000 $ 264,000,000 $ 75,000,000
Disclosure of Tax Treatment. 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 Underwriters 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.
Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Offerors are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including tax opinions and other tax analyses) provided to the Offerors relating to that treatment and structure, without the Underwriters 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.
Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any person 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 Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [Remainder of page intentionally left blank] Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof whereupon this Agreement shall constitute a binding agreement between us. Very truly yours, SPRINT CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer SPRINT COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer [Remaining signatures on next page] Underwriting Agreement Signature Page Agreed as of the date first above written CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx XxxXxxxxx Name: Xxxx XxxXxxxxx Title: Managing Director Acting on behalf of themselves and as the Representative of the several Underwriters Underwriting Agreement Signature Page SCHEDULE I Underwriters Name Amount Citigroup Global Markets Inc. $ 210,000,000 Xxxxxxx, Sachs & Co. 150,000,000 X.X. Xxxxxx Securities LLC 150,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 150,000,000 Barclays Capital Inc. 88,500,000 Credit Agricole Securities (USA) Inc. 88,500,000 Credit Suisse Securities (USA) LLC 88,500,000 Deutsche Bank Securities Inc. 88,500,000 Mitsubishi UFJ Securities (USA), Inc. 88,500,000 Mizuho Securities USA Inc. 88,500,000 RBC Capital Markets, LLC 88,500,000 Scotia Capital (USA) Inc. 88,500,000 SMBC Nikko Securities America, Inc. 88,500,000 Xxxxx Fargo Securities, LLC 37,500,000 The Xxxxxxxx Capital Group, L.P. 6,000,000 Total $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. Supplemental Indenture Fourth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Iss...
Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Guarantor and the Trust are 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 Guarantor and the Trust relating to that treatment and structure, without the Underwriters 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.
Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Guarantor or the Trust (and each employee, officer, representative, trustee or other agent, as the case may be, of the Guarantor or the Trust) 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 the Guarantor or the Trust relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby.
Disclosure of Tax Treatment. 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 Underwriters, 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. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President, CFO & Treasurer Accepted as of the date hereof: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of the Underwriters SCHEDULE I Underwriters Amount of Securities Xxxxxxx, Sachs & Co. $ 144,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 Total $ 300,000,000 SCHEDULE II Title of Securities: 7.000% Subordinated Notes due 2020 of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial Public Offering Price: 100% of the aggregate principal amount of the Notes Proceeds, before Expenses, to the Issuer: 99.125% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17, 2010; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE III
