definiens: means that any party to this Agreement ( andany employee, representative, shareholder or other agent of any party to thisAgreement ) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by thisAgreement and all materials of any kind ( including opinions or other taxanalyses ) that are provided to it relating to such tax treatment and taxstructure ; provided, however, that such disclosure may not be made to the extentreasonably necessary to comply with any applicable federal or state securitieslaws ; and provided, further, that for this purpose, ( x ) the of atransaction means the purported or claimed federal income tax treatment of thetransaction, and ( y ) the of a transaction means any fact thatmay be relevant to understanding the purported or claimed federal income taxtreatment of the transaction . For the avoidance of doubt, the partiesacknowledge and agree that ( i ) the tax treatment and tax structure of anytransaction does not include the name of any party to a transaction or anysensitive business information ( including specific information about any party'sintellectual property or other proprietary assets ) unless such information maybe related or relevant to the purported or claimed federal income tax treatmentof the transaction, ( ii ) no disclosure pursuant to the preceding sentence may bemade ( A ) through a press release, advertisement, communications with the pressor similar means of communication, or ( B ) for the purpose ( in whole or in part)of soliciting, encouraging, facilitating or permitting a transaction with anyperson or entity that is inconsistent or competitive with, or that could hinder, discourage, delay or cause a change in terms or consideration ( in the aggregateor otherwise ) of, the transaction, ( iii ) the party making such disclosure shalldescribe in advance to the other parties to this Agreement the nature andcontent of such disclosure, except when such disclosure is made solely to legalor tax advisors for legal or tax advice ( including legal or tax advisors nototherwise involved with the transaction ), or to the federal or state taxingauthorities, and ( iv ) notwithstanding anything to the contrary herein, thisAgreement contains no restrictions on the ability of any party to this Agreementto consult with any ( or multiple ) legal or tax advisors for legal or tax advice(including legal or tax advisors not otherwise involved with the transaction)regarding the tax treatment or tax structure of the transaction, or to disclosethe tax treatment or tax structure of the transaction to the federal and statetaxing authorities