IRS Circular 230 disclosure Sample Clauses

IRS Circular 230 disclosure. To the extent this document (including attachments), mentions or references any tax matter, it is not intended or written to be used, and cannot be used by the recipient or any other person, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party the matter addressed herein. Please consult an independent tax advisor for advice on your particular circumstances. TABLE OF CONTENTS
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IRS Circular 230 disclosure. To the extent this document (including attachments), mentions or references any tax matter, it is not intended or written to be used, and cannot be used by the recipient or any other person, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party the matter addressed herein. Please consult an independent tax advisor for advice on your particular circumstances. VOLUME SUBMITTER DEFINED CONTRIBUTION PLAN PREAMBLE 1 ARTICLE 1. ADOPTION AGREEMENT 1 ARTICLE 2. DEFINITIONS 1 2.01. DEFINITIONS 1 2.02. INTERPRETATION AND CONSTRUCTION OF TERMS 9 2.03. SPECIAL EFFECTIVE DATES 9 ARTICLE 3. SERVICE 10 3.01. CREDITING OF ELIGIBILITY SERVICE 10 3.02. RE-CREDITING OF ELIGIBILITY SERVICE FOLLOWING TERMINATION OF EMPLOYMENT 10 3.03. CREDITING OF VESTING SERVICE 10 3.04. APPLICATION OF VESTING SERVICE TO A PARTICIPANT’S ACCOUNT FOLLOWING A BREAK IN VESTING SERVICE 10 3.05. SERVICE WITH PREDECESSOR EMPLOYER 10 3.06. CHANGE IN SERVICE CREDITING 11 ARTICLE 4. PARTICIPATION 11 4.01. DATE OF PARTICIPATION 11 4.02. TRANSFERS OUT OF COVERED EMPLOYMENT 11 4.03. TRANSFERS INTO COVERED EMPLOYMENT 11 4.04. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT 11 ARTICLE 5. CONTRIBUTIONS 12 5.01. CONTRIBUTIONS SUBJECT TO LIMITATIONS 12 5.02. COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS 12 5.03 DEFERRAL CONTRIBUTIONS 12 5.04. EMPLOYEE CONTRIBUTIONS 14 5.05. NO DEDUCTIBLE EMPLOYEE CONTRIBUTIONS 14 5.06. ROLLOVER CONTRIBUTIONS 14 5.07. QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS 15 5.08. MATCHING EMPLOYER CONTRIBUTIONS 15 5.09. QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS 16 5.10. NONELECTIVE EMPLOYER CONTRIBUTIONS 16 5.11. VESTED INTEREST IN CONTRIBUTIONS 17 5.12. TIME FOR MAKING CONTRIBUTIONS 18 5.13. RETURN OF EMPLOYER CONTRIBUTIONS 18 5.14. FROZEN PLAN 18 ARTICLE 6. LIMITATIONS ON CONTRIBUTIONS 18 6.01. SPECIAL DEFINITIONS 18 6.02. CODE SECTION 402(G) LIMIT ON DEFERRAL CONTRIBUTIONS 24 6.03. ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS (“ADP” TEST) 25 6.04. ALLOCATION AND DISTRIBUTION OF “EXCESS CONTRIBUTIONS” 25 6.05. REDUCTIONS IN DEFERRAL CONTRIBUTIONS TO MEET CODE REQUIREMENTS 26
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IRS Circular 230 disclosure. Escrow Agent, its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Escrow Agent and its affiliates. This Agreement and any amendments or attachments are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
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IRS Circular 230 disclosure. To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this document is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter that is contained in this document.
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IRS Circular 230 disclosure. Any discussion of United States federal tax issues contained in the Subscription Documents or concerning the Subscription and the Company, by the Company, Manager and their respective counsel, is not intended or written to be relied on by the other for purpose of avoiding penalties imposed under the Internal Revenue Code. Each party should seek advice from an independent tax adviser based on their particular circumstances.‌
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IRS Circular 230 disclosure. To ensure compliance with requirements imposed by the IRS effective June 20, 2005, we hereby inform you that any tax advice offered during the course of providing, or arising out of, the Services rendered pursuant to this Agreement, unless expressly stated otherwise, is not intended or written to be used, and cannot be used, for the purpose of: (i) avoiding tax-related penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any tax-related matter(s) said tax advice address(es).
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IRS Circular 230 disclosure. The opinion expressed in paragraph 6 is written to support the promotion or marketing of the transactions described in the Underwriting Agreement. Such opinion is not intended or written by us to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties that may be imposed on the taxpayer under the Internal Revenue Code. Taxpayers should seek advice based on their particular circumstances from an independent tax advisor. We are members of the bar of the State of New York and are not members of the bar of any other state. We express no opinion as to any laws other than the laws of the State of New York, the Limited Liability Company Law of the State of Delaware and the federal laws of the United States of America, that in each case, in our experience, we recognize are normally applicable to transactions of the type contemplated by the Underwriting Agreement (the “Relevant Laws”). Without limiting the foregoing, we express no opinion with respect to the application or compliance with, or the effect of, the securities or “Blue Sky” laws of any state. We note that we do not represent the Company or its subsidiaries in matters of maritime law or environmental law, and any matters related thereto are expressly excluded from the opinions and statements contained in this letter. The opinions expressed herein are based upon the Relevant Laws and interpretations thereof in effect on the date hereof, and the facts and circumstances in existence on the date hereof, and we assume no obligation to revise or supplement this opinion letter should any such law or interpretation be changed by legislative action, judicial decision or otherwise or should there be any change in such facts or circumstances. This opinion is rendered only to the Underwriters and is solely for their benefit in connection with their purchase of the shares of Common Stock from the Selling Shareholder. This opinion may not be relied upon by such Underwriters for any other purpose or by any other person for any purpose without our prior written consent. Sincerely, EXHIBIT C [LETTERHEAD OF KRAMER LEVIN NAFTALIS & FRANKEL LLP] February [__], 2007 Morgan Stanxxx & Xx. Xxxxxxxxxxxd Xxxx, Xtearns & Co. Inc. As Representatives of thx Xxxxrxx Xxxxrwriters c/o Morgan Stanxxx & Xo. Incorporated 1585 Broadway New York, New York 10036 Bxxx, Xxearns & Co. Inc. 383 Xxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000 Ladies and Xxxxxxmen: We have xxxxx xx Xxxxxx Xxxxxx xxxxxxx xx Xxxxx Xxxxxx...
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Related to IRS Circular 230 disclosure

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

  • Prospectus Disclosure The Asset Representations Reviewer hereby represents and warrants that the following statements, which have been made for the purpose of, and have been provided by the Asset Representations Reviewer for, inclusion in the Preliminary Prospectus, dated August 2, 2018, and the Prospectus, dated August 7, 2018 (together, the “Offering Documents”), were, as of the respective dates of the Offering Documents, true and correct in all material respects and did not contain any untrue statement of a material fact or omit a statement of a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading: Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company (the “asset representations reviewer”), is the asset representations reviewer appointed under the asset representations review agreement. The asset representations reviewer is a wholly-owned subsidiary of Radian Group, Inc. Xxxxxxx and its affiliates have provided independent due diligence loan review and servicer oversight services since 1989. The asset representations reviewer and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. The asset representations reviewer and its affiliates have performed over 12 million loan reviews and provided ongoing services to over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although the asset representations reviewer and its affiliates have also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans. The asset representations reviewer has been engaged on more than 200 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

  • Disclosure Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

  • Additional Disclosure Seller shall promptly notify Buyer of, and furnish Buyer with, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to Buyer's obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.

  • Information for Regulatory Compliance Each of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.

  • Securities Law Disclosure; Publicity The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the "Initial Press Release") and (b) issue a Current Report on Form 8-K (the "Current Report") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Initial Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor and that the Additional Closing has occurred (the "Additional Press Release"). From and after the issuance of the Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

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