Tax Advisor. Nothing contained in this Agreement is intended, nor shall it be construed, as providing advice to the Director regarding the tax consequences of this Agreement and the Election Form to the Director. The Company urges the Director to consult his or her own personal tax advisor to determine the particular tax consequences of this Agreement and the Election Form to the Director, including the effect of federal, state and local taxes, and any changes in the tax laws from the date of this Agreement.
Tax Advisor. The Executive shall be reimbursed by the Company, upon presentation of an expense statement, for the reasonable fees and disbursements of a personal tax advisor to be selected by the Executive.
Tax Advisor. Unless the Company and the Executive otherwise agree in writing, the determinations set forth in Section 9(a) will be made in writing by an independent tax advisor selected by the Company (the “Tax Advisor”). For purposes of making the calculations required by this Section 9, the Tax Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive agree to furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make a determination under this provision. The Company will bear all costs the Tax Advisor may reasonably incur in connection with any calculations contemplated by this provision. Further, the Company shall, in addition to complying with this Section 9(c), cause all determinations under Section 9(a) to be made as soon as reasonably possible after the announcement of the Change in Control and in adequate time to permit Executive to determine which election to make under Section 9(a) and to prepare and file Executive’s individual tax returns on a timely basis.
Tax Advisor. Subscriber acknowledges that XCL Land has advised Subscriber that Subscriber should consult with its own tax advisor as to the possible tax consequences of original issue discount for federal income tax purposes.
Tax Advisor. The Borrower must not, without the prior written consent of the Lender, engage another accounting firm as its Tax Advisor.
Tax Advisor. All calculations and determinations under this Section 6(c) shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Company and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. the Company shall bear all costs of the Tax Advisor.
Tax Advisor. OPTIONEE SHOULD CONSULT WITH HIS OWN TAX ADVISOR PRIOR TO ACCEPTING OR EXERCISING THE OPTION GRANTED HEREIN.
Tax Advisor. ANY STOCKHOLDER WHO HAS QUESTIONS REGARDING THE TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED HEREIN SHOULD CONSULT ITS, HIS OR HER PERSONAL TAX ADVISOR.
Tax Advisor. 62 CANADIAN STOCKHOLDERS XXXI U.S. STOCKHOLDERS XXXII Schedule I List of Stockholders and Allocation of Purchase Price Schedule II Employee Transaction Payments Stockholders Disclosure Schedule Company Disclosure Schedule Barnabus Disclosure Schedule Exchangeco Disclosure Schedule EXHIBITS Exhibit A Projected Gross Sales Exhibit B Form of Officer's Certificate of the Company Exhibit C Form of Officer's Certificate of Barnabus and Exchangeco Exhibit D Form of Opinion of Fasken Martineau DuMoulin LLP Exhibit E Form of Opinion of Edwaxxx Xxxxxl Xxxxxx & Dodge LLP Exhibit F Form of Opinxxx xx Bxxxxxxx' Xxxxda counsel Exhibit G Form of Opinion of Gowling Lafleur Henderson LLP Exhibit H Form of Support Agreemenx Xxxxxix X Form of Registration Rights Exhibit J Form of Section 116 Escrow Agreement Exhibit K Form of Exchange Right Agreement Exhibit L Form of Investor Questionnaire Schedule I List of Stockholders and Allocation of Purchase Price CANADIAN STOCKHOLDERS -------------------------------------------------- --------------- ------------------ ----------------------------- Stockholder Name Estimated Number Purchase Price Percentage ---------------- Number of of Exchangeable (calculated based on all the Company Shares Shares Stockholders) -------------- ---------------- ---------------------------- -------------------------------------------------- --------------- ------------------ ----------------------------- William Chislett 671,429 000,000 6.3773% -------------------------------------------------- --------------- ------------------ -------------------------------- Paul Cowley 350,000 000,000 3.3243% -------------------------------------------------- --------------- ------------------ -------------------------------- Norman Dodd 2,550,000 0,000,000 24.2201% -------------------------------------------------- --------------- ------------------ -------------------------------- Dodd Family Trust 85,714 03,533 .8141% -------------------------------------------------- --------------- ------------------ -------------------------------- Howard Gomes 268,619 000,000 2.5514% -------------------------------------------------- --------------- ------------------ -------------------------------- Lois Holmes 97,190 00,000 .9231% -------------------------------------------------- --------------- ------------------ -------------------------------- Krino Kafato 87,667 52,993 .8327% -------------------------------------------------- --------------- ------------------ ------...
Tax Advisor. Nothing contained in this Addendum is intended, nor shall it be construed, as providing tax advice to Xx. Xxxxxxx regarding the tax consequences of the Addendum. The Company urges Xx. Xxxxxxx to consult his own personal tax advisor to determine the particular tax consequences of this Addendum, including the effect of federal, state and local taxes, and any changes in the tax laws from the date of this Addendum.
