Legal or Tax Advice Sample Clauses

Legal or Tax Advice. Although Blue Cross and Blue Shield and its designated vendor(s), when applicable to your arrangement with Blue Cross and Blue Shield, may provide technical and other assistance on issues affecting HRAs/FSAs, TFSs, PFSs, and/or HDHPs and HSAs, you understand and acknowledge by your acceptance of this Account-Based Offerings Administrative Services Agreement that neither Blue Cross and Blue Shield nor its designated vendor(s) is providing legal or tax advice. You acknowledge and agree that claims processed by Blue Cross and Blue Shield may be retrospectively adjusted as needed and that Blue Cross and Blue Shield will not be responsible for any losses resulting from such adjustments. Under this Account-Based Offerings Administrative Services Agreement, your general responsibilities are: • Group Setup Form (when applicable to your arrangement with Blue Cross and Blue Shield). When you elect to use Blue Cross and Blue Shield’s designated vendor(s) to provide certain services for your Account-Based Offerings, you will provide Blue Cross and Blue Shield with a completed Group Setup Form that designates certain aspects of the Account-Based Offerings that you will make available to your eligible employees. Within 45 calendar days prior to your policy year under this Account-Based Offerings Administrative Services Agreement, and then for each subsequent renewal date, you must confirm or revise these designations by submitting (or resubmitting) your completed Group Setup Form to Blue Cross and Blue Shield. You may also revise these designations from time to time, as long as the revisions are submitted in writing to Blue Cross and Blue Shield and the revisions are agreed upon by both parties.
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Legal or Tax Advice. Such Legal Entity acknowledges that neither the QI nor any officer, director, employee, agent or affiliate of the QI has made representation or rendered any advice with respect to the legal or tax aspects of the Exchanges contemplated hereby. Such Legal Entity further acknowledges that it has been advised to seek independent legal and tax advice regarding the LKE Program, regarding whether any Relinquished Property and Replacement Property are like-kind under Sections 1.1031(a)-2 and 1.1031(k)-1 of the Treasury Regulations and to have this Agreement reviewed and approved by independent counsel.
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Legal or Tax Advice. Each Exchanger acknowledges that neither QI nor any employee, officer, managers, agent, principal or affiliate of QI has given any legal or tax advice nor made representations regarding the legal or tax consequences of its LKE Program. Each Exchanger further acknowledges that it has been advised to seek independent legal and tax advice regarding its LKE Program, regarding whether any Relinquished Property and Replacement Property are like-kind under Sections 1.1031(a)-2 and 1.1031(k)-1 of the Treasury Regulations and to have this Agreement reviewed and approved by independent counsel. Each Exchanger represents and warrants to QI that it has consulted with and is relying on its own attorney or tax advisor regarding the requirements for a like-kind exchange under Section 1031, and the legal and tax consequences of the transactions contemplated by this Agreement. Each Exchanger further acknowledges that it has relied solely upon the specific advice and judgment of their own independent attorneys and/or tax advisors and that it has not relied upon any written materials provided to Exchangers by QI or by any of QI’s agents or employees or upon any conversations with or upon any general information about exchanges provided by QI or by its agents or employees. Each Exchanger shall be solely responsible for all of the legal and tax incidences of the transactions contemplated by this Agreement, including compliance with any temporal requirements hereunder or under Section 1031.
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Legal or Tax Advice. Provide legal or tax advice on matters relating to the Plan, including advising on whether Plan investments will result in unrelated business taxable income.
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Legal or Tax Advice. The buyer is advised to seek competent, professional, legal, or tax advice, when necessary.
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Legal or Tax Advice. Holdings acknowledges that neither PHF nor any employee, officer, director, agent, principal or affiliate of PHF has given any legal or tax advice nor made representations regarding the legal or tax consequences of the LKE Program. Holdings further acknowledges that it has been advised to seek independent legal and tax advice regarding the LKE Program, regarding whether any Relinquished Property and Replacement Property are like-kind under Treasury Regulations Sections 1.1031(a)-2 and 1.1031(k)-1 and to have this Agreement reviewed and approved by independent counsel.
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Related to Legal or Tax Advice

  • No Tax Advice Neither Plaintiff, Class Counsel, Defendant nor Defense Counsel are providing any advice regarding taxes or taxability, nor shall anything in this Settlement be relied upon as such within the meaning of United States Treasury Department Circular 230 (31 CFR Part 10, as amended) or otherwise.

  • Tax Advice You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities.

  • No Tax or Legal Advice Such Purchaser understands that nothing in this Agreement, any other Transaction Document or any other materials presented to such Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Legal Advice On issues that are legal in nature, the Manager will be entitled to receive and act upon the advice of legal counsel of its own selection, which can be counsel for the Trust, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Management Agreement in good faith conformity with such advice.

  • Professional Advice The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities laws.

  • Independent Advice Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, except as set forth in this Agreement, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • No Advice We have not provided you with any investment, financial, or tax advice. Instead, we have advised you to consult with your own legal and financial advisors and tax experts.

  • Tax Consequences It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

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