Common use of Further Representations Clause in Contracts

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 57 contracts

Samples: Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.)

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Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party as to such tax consequences.

Appears in 16 contracts

Samples: Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.), Asset Purchase Agreement (GrowGeneration Corp.)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequencesAgreement.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Green Global Investments, Inc.), Stock Exchange Agreement (Green Global Investments, Inc.), Agreement and Plan of Reorganization (Consolidation Capital Corp)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party Party further represents that it is being independently advised as to the tax Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party Party as to such tax Tax and securities consequences.

Appears in 7 contracts

Samples: Merger Agreement (Sourcefire Inc), Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax and securities consequences.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Safenet Inc), Asset Purchase Agreement (TMS Inc /Ok/), Stock Purchase Agreement (Appnet Systems Inc)

Further Representations. Each party to this Agreement ----------------------- acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 5 contracts

Samples: Interest Purchase Agreement (Navigant International Inc), Stock Purchase and Sale Agreement (Union Labor Life Insurance Co), Stock Purchase Agreement (Navigant International Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement hereby and is not relying on any representation or statements made by the any other party as to such tax consequences.

Appears in 3 contracts

Samples: Merger Agreement (Majesco), Merger Agreement (Majesco), Merger Agreement (InsPro Technologies Corp)

Further Representations. Each party to this Agreement acknowledges ----------------------- and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to its Members.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Further Representations. Each party to this Agreement acknowledges ----------------------- and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 2 contracts

Samples: Purchase Agreement (Workflow Management Inc), Securities Purchase Agreement (Urs Corp /New/)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party Party further represents that it is being independently advised as to the tax Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party Party as to such tax Tax and securities consequences.

Appears in 2 contracts

Samples: Merger Agreement (Si International Inc), Asset Purchase Agreement (Ipix Corp)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions Transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions Transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 2 contracts

Samples: Merger Agreement (Search Capital Group Inc), Merger Agreement (MS Financial Inc)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party Party (other than the Stockholders’ Representative) further represents that it is being independently advised as to the tax Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party Party as to such tax Tax and securities consequences.

Appears in 2 contracts

Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax Tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party as to such tax Tax consequences.

Appears in 1 contract

Samples: Merger Agreement (RetailMeNot, Inc.)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party Party(ies) as to such tax consequences.

Appears in 1 contract

Samples: Merger Agreement (Gene Logic Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being (or has had the opportunity to be) independently advised as to the tax Tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party as to such tax Tax consequences.

Appears in 1 contract

Samples: Merger Agreement (Arthrocare Corp)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this AgreementTransactions, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement Transactions and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Assets Purchase Agreement (National Insurance Group /Ca/)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Microproducts Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax and securities consequences.

Appears in 1 contract

Samples: Shareholders Agreement (Macquarie Infrastructure CO LLC)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to the Shareholders.

Appears in 1 contract

Samples: Merger Agreement (Adac Laboratories)

Further Representations. Each party to this Agreement acknowledges and represents that it it, he or she has been represented by its its, his or her own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its its, his or her legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequencesAgreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Standard Diversified Inc.)

Further Representations. Each party to this Agreement acknowledges and ----------------------- represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Merger Agreement (Talk City Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights legalrights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.. The remainder of this page has been left blank intentionally

Appears in 1 contract

Samples: Purchase Agreement (Workflow Management Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to the Sellers.

Appears in 1 contract

Samples: Merger Agreement (Adac Laboratories)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to its shareholders and optionees.

Appears in 1 contract

Samples: Merger Agreement (Platinum Software Corp)

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Further Representations. Each party to this Agreement acknowledges and ----------------------- represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to its Shareholders.

Appears in 1 contract

Samples: Merger Agreement (Numerical Technologies Inc)

Further Representations. Each party to this Agreement acknowledges ----------------------- and represents that it or he has been represented by its or his own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its or his legal rights from such counsel. Each party further represents that it or he is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Integral Systems Inc /Md/)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of 22624122-v3 the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party as to such tax consequences.

Appears in 1 contract

Samples: Asset Purchase Agreement (GrowGeneration Corp.)

Further Representations. Each party to this Agreement ----------------------- acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequencesAgreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Enviro Clean of America Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the Agreement and the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the Agreement and the transactions contemplated by this Agreement hereby and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Asset Purchase Agreement (School Specialty Inc)

Further Representations. Each party to this Agreement ------------------------ acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Merger Agreement (Realty Information Group Inc)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party Party further represents that it is being independently advised as to the tax Tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the any other party Party as to such tax Tax consequences.

Appears in 1 contract

Samples: Securities Purchase Agreement (United American Healthcare Corp)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

Appears in 1 contract

Samples: Asset Purchase Agreement (GrowGeneration Corp.)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such the tax consequences.consequences of executing this agreement. STOCK PURCHASE AGREEMENT EXECUTION PAGE

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Seedling Technologies Corp)

Further Representations. Each party Party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party Party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party Party as to such tax consequences.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Further Representations. Each party to this Agreement acknowledges and ----------------------- represents that it it, he or she has been represented by its its, his or her own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its its, his or her legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequencesAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zany Brainy Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.,

Appears in 1 contract

Samples: Transition Services Agreement (Aether Systems Inc)

Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.consequence

Appears in 1 contract

Samples: Interest Purchase Agreement (Shenandoah Telecommunications Co/Va/)

Further Representations. Each party to this Agreement acknowledges ------------------------ and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences. The Company also represents that it has communicated the above to its shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Further Representations. Each party to this Agreement ----------------------- acknowledges and represents that it it, he or she has been represented by its its, his or her own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its its, his or her legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequencesAgreement.

Appears in 1 contract

Samples: Plan of Dissolution (Zany Brainy Inc)

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