Advice of Counsel and Tax Advisors Sample Clauses

Advice of Counsel and Tax Advisors. The Investor has obtained, or has had the opportunity to obtain, the advice of independent legal and tax counsel with respect to this Agreement and all legal and tax matters relating hereto or arising in connection herewith.
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Advice of Counsel and Tax Advisors. In entering into and consummating the transactions contemplated by this Agreement and the other Transaction Documents, Seller has conducted its own investigation of Excel Trust and Excel LP and will rely solely upon such investigation and the advice of its personal counsel and personal tax advisers with respect to the advisability of the transactions and the federal and/or state tax aspects of such transactions and neither Buyer nor any partner, officer, director or other person representing Buyer, or any of its Affiliates, has made any representation regarding the advisability of the transaction or the tax consequences of the investments in Excel Trust and Excel LP. Buyer shall have no responsibility for any adverse tax consequences imposed on Seller or any Partnership Unit Recipient.
Sample 1
Advice of Counsel and Tax Advisors. The Participant acknowledges that: (i) the Company has encouraged him or her to consult with an attorney and/or tax advisor of his or her choosing (and at his or her own cost) in connection with this Award, and (ii) he or she is not relying upon the Company for, and the Company has not provided, legal and tax advice to Participant in connection with this Award. It is the responsibility of the Participant to seek independent tax and legal advice with regard to the tax treatment of the Award and any other related matters. The Participant acknowledges that he or she has had a reasonable opportunity to seek and consider advice from counsel and tax advisors. BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that the Option is awarded under and governed by the terms and conditions of this Award Agreement and the Plan. Autobytel Inc. By: Name: Title: The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan. By:
Sample 1
Advice of Counsel and Tax Advisors. Each Holder acknowledges that the Company and its agents and representatives have not provided him with any legal, investment or tax advice in connection with this Agreement, and that he has had the opportunity to receive the advice of his respective counsel and tax advisors prior to signing this Agreement.
Sample 1
Advice of Counsel and Tax Advisors. In entering into and consummating the transactions contemplated by this Agreement and the other Transaction Documents, Seller has conducted its own investigation of the POP Trust and POP LP and will rely solely upon such investigation and the advice of its personal counsel and personal tax advisers with respect to the advisability of the transactions and the federal and/or state tax aspects of such transactions and neither Buyer nor any officer, director or other person representing Buyer, or any of its Affiliates, has made any representation regarding the advisability of the transaction or the tax consequences of the investments in the POP Trust and POP LP. Buyer shall have no responsibility for any adverse tax consequences imposed on Seller.
Sample 1

Related to Advice of Counsel and Tax Advisors

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Counsel Review Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Tax Advisors The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

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