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. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx X. Au Name: Xxxxxx X. Au Title: Executive Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Class A-2-A Class A-2-B Class A-3 Class A-4 Underwriters Notes Notes Notes Notes X.X. Xxxxxx Securities LLC $ 72,674,000 $ 25,515,000 $ 125,968,000 $ 30,839,000 Barclays Capital Inc. $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Credit Suisse Securities (USA) LLC $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Xxxxx Fargo Securities, LLC $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Fifth Third Securities Inc. $ 9,619,000 $ 3,377,000 $ 16,673,000 $ 4,082,000 Total $ 213,750,000 $ 75,050,000 $ 370,500,000 $ 90,706,000
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 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. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Underwriters. Very truly yours, POPULAR, INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Executive Vice President Confirmed as of the date first above mentioned: UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director POPULAR SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SCHEDULE I Underwriters Number of Securities to be Purchased UBS Financial Services Incorporated of Puerto Rico 6,927,835 Popular Securities, Inc. 6,927,835 Citigroup Global Markets, Inc. 1,979,381 X. Xxxxx & Co., LLC 164,948 Total 16,000,000 EXECUTION COPY SCHEDULE II Title of Securities: 8.25% Non-cumulative Monthly Income Preferred Stock, Series B Number of Securities: 16,000,000 shares Initial Public Offering Price: $25 per share Purchase Price by Underwriters: $24.196875 per share Underwriters’ Compensation: $12,850,000 Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: May 28, 2008 Closing Location: Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Avenue, Suite 1901 San Xxxx, PR 00918 Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None Issuer Free Writing Prospectuses included in the Pricing Disclosure Package:
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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart, 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/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer [Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriters Total Number of Shares to be Purchased Xxxxx Fargo Securities, LLC 5,600,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 600,000 Xxxxxx Xxxxxxx & Co. LLC 600,000 UBS Securities LLC 600,000 The Huntington Investment Company 600,000 Total 8,000,000 SCHEDULE II
