Independent Tax and Legal Advice Sample Clauses
The Independent Tax and Legal Advice clause requires each party to seek their own professional advice regarding the tax and legal implications of the agreement. In practice, this means that neither party is relying on the other for guidance or representations about how the contract may affect their tax status or legal rights. This clause ensures that all parties make informed decisions based on advice tailored to their specific circumstances, and it helps prevent future disputes by clarifying that responsibility for understanding the agreement’s consequences rests with each individual party.
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Independent Tax and Legal Advice. Such Vendor acknowledges and agrees that such Vendor had the opportunity to seek and was not prevented by the Purchaser or any other Person from seeking independent legal and Tax advice before such Vendor’s execution and delivery of this Agreement, and, if such Vendor did not avail itself of that opportunity before signing this Agreement, that such Vendor did so voluntarily without any undue pressure and agrees that such failure to obtain independent legal or Tax advice will not be used by such Vendor as a defense to the enforcement of such Vendor’s obligations under this Agreement. Such Vendor understands that it must rely solely on its own advisors and not on any statements or representations by any other Party to this Agreement or any of their agents or attorneys, except for the representations and warranties of the Purchaser in Section 3.3. Such Vendor understands that such Vendor (and not the Purchaser or the Corporation) will be responsible for such Vendor’s legal or Tax liability that may arise as a result of the sale of such Vendor’s securities hereunder.
Independent Tax and Legal Advice. EXCHANGOR ACKNOWLEDGES AND AGREES THAT IT HAS CONSULTED WITH AND RELIED SOLELY UPON THE ADVICE AND JUDGMENT OF ITS OWN INDEPENDENT TAX ADVISORS, ATTORNEYS, AND/OR CERTIFIED PUBLIC ACCOUNTANTS AS TO THE TAX AND OTHER ASPECTS OF THE EXCHANGE, THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL DOCUMENTS SIGNED AND/OR TO BE SIGNED IN CONNECTION HEREWITH. EXCHANGOR HAS NOT RELIED UPON EAT OR QI OR THEIR RESPECTIVE ADVISORS, EMPLOYEES, ATTORNEYS AND/OR CERTIFIED PUBLIC ACCOUNTANTS FOR ANY TAX, BUSINESS OR LEGAL ADVICE. QI AND EAT MAY PERIODICALLY GIVE EXCHANGOR NOTICES OF ESTIMATED DEADLINES AND ALSO MAY DISCUSS INCOME TAX MATTERS IN GENERAL WITH EXCHANGOR, BUT SUCH NOTICES AND GENERAL DISCUSSIONS DO NOT ENLARGE THE DUTIES AND RESPONSIBILITIES OF QI OR EAT AND DO NOT DIMINISH THE RESPONSIBILITY OF EXCHANGOR TO DETERMINE THE TAX CONSEQUENCES OF THE EXCHANGE AND TO SEEK INDEPENDENT TAX ADVICE CONCERNING SUCH TAX CONSEQUENCES. EXCHANGOR UNDERSTANDS IT MUST ACCURATELY AND TIMELY REPORT THE EXCHANGE, INCLUDING FILING IRS FORM 8824. SIGNATURE PAGE – QUALIFIED EXCHANGE ACCOMMODATION AGREEMENT
Independent Tax and Legal Advice. With respect to the preparation of this Agreement and the rights and obligations herein, each of the parties to this Agreement acknowledges and agrees that:
(a) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP has acted as counsel only to Deeas and Jupili, that all other parties to this Agreement acknowledge and confirm that they have been advised to seek, and have sought or have otherwise waived, independent tax and legal advice with respect to this Agreement and the documents delivered pursuant thereto and that ▇▇▇▇▇ ▇▇▇▇▇▇ LLP is not protecting the rights and interests of any other party to this Agreement; and
(b) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP has acted as counsel only to GTX, that all other parties to this Agreement acknowledge and confirm that they have been advised to seek, and have sought or waived, independent tax and legal advice with respect to this Agreement and the documents delivered pursuant thereto and that ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP is not protecting the rights and interests of any other party to the Agreement.
Independent Tax and Legal Advice. With respect to the preparation of this Agreement and the rights and obligations herein, each of the parties to this Agreement acknowledges and agrees that S▇▇▇▇ ▇. ▇▇▇▇▇, Esq. has acted as counsel only to the Company, that all other parties to this Agreement acknowledge and confirm that they have been advised to seek, and have sought or have otherwise waived, independent tax and legal advice with respect to this Agreement and the documents delivered pursuant thereto and that S▇▇▇▇ ▇. ▇▇▇▇▇, Esq. is not protecting the rights and interests of any other party to this Agreement.