Circular 230 Notice Sample Clauses

Circular 230 Notice. To ensure compliance with Treasury Department Circular 230, you are hereby notified that: (a) any discussion of Federal tax issues in this Agreement is not intended or written to be used, and cannot be used, by a Member for the purpose of avoiding penalties that may be imposed on such Member under the Code; (b) any such discussion is written to support the promotion or marketing of the transactions or matters addressed in this Agreement; and (c) each Member should seek advice based on its particular circumstances from and independent advisor.
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Circular 230 Notice. To ensure compliance with Treasury Department Circular 230, you are hereby notified that: (a) any discussion of Federal tax issues in this Agreement is not intended or written to be used, and cannot be used, by a Member for the purpose of avoiding penalties that may be imposed on such Member under the Code; (b) any such discussion is written to support the promotion or marketing of the transactions or matters addressed in this Agreement; and (c) each Member should seek advice based on its particular circumstances from and independent advisor. If you are in agreement with the foregoing, please sign the enclosed counterpart of this Agreement and return such counterpart of this Agreement to the Company. By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: President The foregoing Subscription Agreement is hereby agreed to by the undersigned on this 30th day of May, 2014. By: /s/ Sxxx Xxxxx Name: Sxxx Xxxxx Title: Executive Chairman 1000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Sxxx Xxxxx Email address: sxxxxx@xxxxxxx.xxx LINE OF EQUITY: $ 10,000,000 INITIAL CAPITAL CONTRIBUTION: $ 5,000,000 TOTAL SERIES A UNITS: 500 ARTICLE I FORMATION AND TERM 1
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Circular 230 Notice. Any advice contained in this communication with respect to any federal tax matter was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that the Internal Revenue Service may impose on the taxpayer. If any such advice is made to any person other than to our client for whom the advice was prepared, the advice expressed above is being delivered to support the promotion or marketing (by a person other than Rxxxxxxx, Xxxxxx & Finger) of the transaction or matter discussed or referenced, and such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. We consent to your relying as to matters of Delaware law upon this opinion in connection with the Underwriting Agreement. We also consent to MxXxxxxxx, Xxxxx & Mxxxxx’x and Mxxxxx, Pxxxxx & Pxxxxxxx’ relying as to matters of Delaware law upon this opinion in connection with opinions to be rendered by them on the date hereof pursuant to the Underwriting Agreement. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose. Very truly yours, DKD/rmc Wilmington Trust Company Hxxx Bxxxxx Hxxxxx & Axxxxx, Inc. Wxxxxxxxxx Securities, Inc. Temecula Valley Bancorp Inc. To Each Of The Parties Listed On Schedule A Attached Hereto Re: Temecula Valley Statutory Trust VI Ladies and Gentlemen: We have acted as counsel to Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), in connection with Temecula Valley Statutory Trust VI, a Delaware statutory trust existing under the laws of the State of Delaware (the “Trust”) pursuant to the Declaration of Trust of the Trust, dated as of December 5, 2007, among Temecula Valley Bancorp Inc., as sponsor (the “Sponsor”), Wilmington Trust, as Delaware trustee (the “Delaware Trustee”) and as institutional trustee (the “Institutional Trustee”), and the Administrators named therein, as amended and restated by the Amended and Restated Declaration of Trust, dated as of January 16, 2008 (including Exhibit A-1 and Annex I thereto) (as amended and restated, the “Declaration of Trust”), among the Sponsor, the Delaware Trustee, the Institutional Trustee, the Administrators and the several holders, from time to time, of undivided beneficial interests in the assets of the Trust. This Opinion is being delivered pursuant to Section ___ of the Underwriting Agreement, da...
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Circular 230 Notice. In accordance with Treasury Regulations we notify you that any tax advice given herein (or in any attachments) is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein (or in any attachments).
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Related to Circular 230 Notice

  • Regulation M Notice Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Manager at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Manager time to comply with Regulation M.

  • Notice to FINRA For a period of ninety (90) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Regulation AB Notices With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxxx, telecopy number: (000) 000-0000, e-mail: xxxx.x.xxxxxxxxxxx@xxxx.xxx, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, telecopy number: (000) 000-0000 e-mail: xxxxxxx.xxxxxxx@xxxx.xxx, and with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. X’Xxxxxx, telecopy number: (000) 000-0000, e-mail: xxxx.x.xxxxxxx@xxxx.xxx, or to such other address(es), facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Renewal Notice; Notification of Changes Subject to governing law, XOOM can renew this Agreement with new or revised Terms. XOOM will send you written notice at least (30) days before the end of the Term. The notice will specify the date by which you must advise XOOM if you do not want to renew your Agreement. If you do not advise XOOM by the specified date, this Agreement will automatically renew at the fixed rate or variable rate then in effect in accordance with the notice. XOOM reserves the right, with fifteen (15) days’ notice, to amend this Agreement to adjust its service to accommodate any change in regulations, law, tariff or other change in procedure required by any third party that may affect XOOM’s ability to continue to serve you under this Agreement.

  • Securities Law Notice Unless otherwise noted, neither the Company nor the Shares for purposes of the Plan are registered with any local stock exchange or under the control of any local securities regulator outside the U.S. The Agreement, the Plan, and any other communications or materials that Employee may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the U.S., and the issuance of securities described in any Plan-related documents is not intended for offering or public circulation outside the U.S.

  • Manner of Giving Notice All notices and other communications required by this Master Agreement must be in writing, and must be made via e-mail, personal service or United States mail, postage prepaid.

  • Notice of Commission Stop Orders The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

  • Notice of Inability to Use Automatic Shelf Registration Statement Form If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

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