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.
Appears in 98 contracts
Samples: Warrant Agreement (Ibotta, Inc.), Warrant Agreement (Ibotta, Inc.), Note and Warrant Agreement (NANOMIX Corp)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. 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 or the transactions contemplated by this WarrantAgreement.
Appears in 63 contracts
Samples: Registration Rights Agreement (First Choice Healthcare Solutions, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied 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 or the transactions contemplated by this WarrantAgreement.
Appears in 21 contracts
Samples: Exchange Agreement (Kiromic Biopharma, Inc.), Exchange Agreement (Remark Holdings, Inc.), Exchange Agreement (Origin Life Sciences, Inc.)
Tax Advisors. The Holder has reviewed with its his own tax advisors the U.S. federal, state and state, local and non-U.S. foreign 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 he (and not the Company) shall be responsible for its his own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.
Appears in 11 contracts
Samples: Warrant (Healthetech Inc), Healthetech Inc, Healthetech Inc
Tax Advisors. The Holder has reviewed with its his own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this the 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 his own tax liability that may arise as a result of this investment and or the transactions contemplated by this the Warrant.
Appears in 10 contracts
Samples: Warrant (Healthetech Inc), Healthetech Inc, Healthetech Inc
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. 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 or the transactions contemplated by this WarrantConversion Agreement.
Appears in 8 contracts
Samples: Conversion Agreement (Avalon GloboCare Corp.), Conversion Agreement (Ipsidy Inc.), Conversion Agreement (Workhorse Group Inc.)
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such 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 or the transactions contemplated by this WarrantConversion Agreement.
Appears in 6 contracts
Samples: Note Conversion Agreement (Carsunlimited Com Inc), Conversion Agreement (Phantom Entertainment, Inc.), Conversion Agreement (Phantom Entertainment, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign 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 or the transactions contemplated by this Warrant.
Appears in 5 contracts
Samples: Promotion Agreement (Healthetech Inc), Warrant Agreement (Biofield Corp \De\), Warrant Agreement (Biofield Corp \De\)
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such 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 or the transactions contemplated by this WarrantAgreement.
Appears in 5 contracts
Samples: Exchange Agreement (Anavex Life Sciences Corp.), Exchange Agreement (Cereplast Inc), Exchange Agreement (Vanity Events Holding, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. 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 or the transactions contemplated by this WarrantAgreement.
Appears in 3 contracts
Samples: Exchange Agreement (Mphase Technologies Inc), Exchange Agreement (Lough Denver), Exchange Agreement (Polarityte, Inc.)
Tax Advisors. The Each Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the each Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Each 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 or the transactions contemplated by this WarrantAgreement.
Appears in 3 contracts
Samples: Exchange Agreement (MassRoots, Inc.), Exchange Agreement (MassRoots, Inc.), Exchange Agreement (MassRoots, Inc.)
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.
Appears in 3 contracts
Samples: Domo, Inc., Domo, Inc., Domo, Inc.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this the 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 or the transactions contemplated by this the Warrant.
Appears in 3 contracts
Samples: Promotion Agreement (Healthetech Inc), Healthetech Inc, Netgear Inc
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.
Appears in 2 contracts
Samples: 17 Education & Technology Group Inc., 17 Education & Technology Group Inc.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. 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.
Appears in 2 contracts
Samples: Quantenna Communications Inc, Quantenna Communications Inc
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 representatives or 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.
Appears in 2 contracts
Samples: Loan and Security Agreement (Accolade, Inc.), Loan and Security Agreement (Accolade, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied 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 or the transactions contemplated by this Warrant.Agreement.
Appears in 2 contracts
Samples: Exchange Agreement (Kiromic Biopharma, Inc.), Exchange Agreement (Kiromic Biopharma, Inc.)
Tax Advisors. The Each 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 other transactions contemplated by this WarrantAgreement and the Note purchased by such Holder. With respect to such matters, the each 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 Each 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 WarrantAgreement.
Appears in 2 contracts
Samples: Note Purchase and Security Agreement (Metromile, Inc.), Note Purchase and Security Agreement (INSU Acquisition Corp. II)
Tax Advisors. The Holder has had the opportunity to review and/or has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. 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 or the transactions contemplated by this WarrantAgreement.
Appears in 2 contracts
Samples: Exchange Agreement (Red Cat Holdings, Inc.), Exchange Agreement (Unusual Machines, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied 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 or the transactions contemplated by this WarrantAgreement.
Appears in 2 contracts
Samples: Exchange Agreement (Ferdinand Brian), Exchange Agreement (Luxurban Hotels Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrantinvestment. 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 Warrantinvestment.
Appears in 2 contracts
Samples: Investor Rights Agreement (Quantenna Communications Inc), Investor Rights Agreement (Quantenna Communications Inc)
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 the Holder’s receipt of this investment Warrant and the transactions contemplated by this Warrant.
Appears in 1 contract
Samples: Security Agreement (Fluidigm Corp)
Tax Advisors. The Each 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 other transactions contemplated by this WarrantAgreement and the Note purchased by such Holder. With respect to such matters, the each 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 Each 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.Agreement.
Appears in 1 contract
Samples: Note Purchase and Security Agreement (Lemonade, Inc.)
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.
Appears in 1 contract
Samples: TrueCar, Inc.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. 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 or the transactions contemplated by this Warrant.Agreement. 1 Series F, G and H.
Appears in 1 contract
Samples: Exchange Agreement (Mabvax Therapeutics Holdings, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state state, and local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrantinvestment. With respect to such matters, the Holder relies shall rely 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 the issuance of the Warrant and the transactions contemplated by this Warrantunderlying securities.
Appears in 1 contract
Samples: Apigee Corp
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such 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 or the transactions contemplated by this Warrant.Conversion Agreement. Company:____ Holder:____
Appears in 1 contract
Tax Advisors. The Holder has reviewed been advised to review 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.
Appears in 1 contract
Samples: CalciMedica, Inc. /DE/
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantExchange Agreement. With respect to such matters, the such 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 or the transactions contemplated by this WarrantExchange Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Lattice INC)
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.
Appears in 1 contract
Samples: Docusign Inc
Tax Advisors. The Holder has reviewed reviewed, to the extent the Holder deems necessary, with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied 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 or the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
Tax Advisors. The Warrant Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences and the tax consequences of any other applicable jurisdiction of this investment and the transactions contemplated by this the Warrant. With respect to such matters, the Warrant 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 Warrant 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 or the transactions contemplated by this the Warrant.
Appears in 1 contract
Samples: BirchBioMed Inc.
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such 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 or the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
Tax Advisors. The Such Holder has reviewed with its such Holder’s own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment investment, where applicable, and the transactions contemplated by this WarrantAgreement. With respect to Each such matters, the Holder relies is relying 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 agents and understands that it each such Holder (and not the Company) shall be responsible for its such Holder’s own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
Samples: Securities Issuance Agreement (CelLynx Group, Inc.)
Tax Advisors. The Such 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 WarrantAgreement. With respect to such matters, the Holder such Hxxxxx 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 Such 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 WarrantAgreement.
Appears in 1 contract
Samples: Senior Convertible Notes Exchange Agreement (Nuburu, Inc.)
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company Corporation or any of its agents, written or oral. The Holder understands that it (and not the CompanyCorporation) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
Samples: Exchange Agreement (American Education Center, Inc.)
Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such 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 Such 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 or the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Comstock Holding Companies, Inc.)
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 (other than those representations or warranties of the Company set forth in the Agreement) 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.
Appears in 1 contract
Samples: Myos Rens Technology Inc.
Tax Advisors. The Such Holder has reviewed with its own tax Tax advisors the U.S. federal, state and state, local and non-U.S. tax foreign Tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company Parent, Buyer or any of its their respective agents, written or oral. The Such Holder understands that it (and not the CompanyParent or Buyer) shall be responsible for its own tax liability that may arise as a result of this investment and all Taxes imposed on such Holder in connection with the transactions contemplated by this WarrantAgreement.
Appears in 1 contract
