Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.
Appears in 93 contracts
Samples: Warrant Agreement (Ibotta, Inc.), Warrant Agreement (Ibotta, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)
Tax Advisors. The Investor 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 the Warrantthis Note. With respect to such matters, the Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Note.
Appears in 19 contracts
Samples: Convertible Note (Assure Holdings Corp.), Note Purchase Agreement (Tree Roots Entertainment Group Co LTD), Note Purchase Agreement (Tree Roots Entertainment Group Co LTD)
Tax Advisors. The Investor 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 the Warrantthis Agreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 18 contracts
Samples: Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III)
Tax Advisors. The Such Investor 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 the Warrantthis Agreement. With respect to such matters, the such Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Agreement.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Note Purchase Agreement (Tintri, Inc.), Note Purchase Agreement (ConversionPoint Holdings, Inc.)
Tax Advisors. The Such Investor 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 the WarrantAgreements. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreements.
Appears in 9 contracts
Samples: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series a Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Tax Advisors. The Such Investor 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 the WarrantAgreements. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantTransaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Opti-Harvest, Inc.), Securities Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)
Tax Advisors. The Investor 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 the WarrantAgreements. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreements.
Appears in 5 contracts
Samples: Series C Preferred Stock Purchase Agreement (Upland Software, Inc.), Series a Preferred Stock Purchase Agreement (Occam Networks Inc/De), Series B Convertible Preferred Stock and Warrant Purchase Agreement (Finet Com Inc)
Tax Advisors. The Such Investor has reviewed with its such Investor’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 the Warrantthis Agreement. With respect to Each such matters, the Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it each such Investor (and not the Company) shall be responsible for its such Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 5 contracts
Samples: Series a Preferred Stock Purchase Agreement (You on Demand Holdings, Inc.), Series B Preferred Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Norpac Technologies, Inc.)
Tax Advisors. The Such Investor has reviewed with its such Investor’s own tax advisors the U.S. foreign, federal, state and local and non-U.S. tax consequences of this investment investment, where applicable, and the transactions contemplated by the Warrantthis Agreement. With respect to Each such matters, the Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it each such Investor (and not the Company) shall be responsible for its such Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Bayou City Exploration, Inc.), Promissory Note Purchase Agreement (Gabriel Technologies Corp), Promissory Note Purchase Agreement (Gabriel Technologies Corp)
Tax Advisors. The Investor 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 the Warrantthis Conversion Agreement. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Conversion Agreement.
Appears in 3 contracts
Samples: Conversion Agreement (Title Starts Online, Inc.), Conversion Agreement (Title Starts Online, Inc.), Conversion Agreement (Title Starts Online, Inc.)
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Mo Tianquan), Warrant Agreement (Mo Tianquan), Warrant Agreement (China Index Holdings LTD)
Tax Advisors. The Such Investor 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 the WarrantAgreements. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreements.
Appears in 3 contracts
Samples: Securities Purchase Agreement (EdgeWave, Inc.), Securities Purchase Agreement (St. Bernard Software, Inc.), Securities Purchase Agreement (COPsync, Inc.)
Tax Advisors. The Investor 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 the Warrantthis Agreement. With respect to such matters, the Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Agreement.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Knightscope, Inc.), Note and Warrant Purchase Agreement (Knightscope, Inc.), Class C Non Incentive Unit Purchase Agreement (Align Technology Inc)
Tax Advisors. The Such Investor 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 the WarrantTransaction Agreements. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantTransaction Agreements.
Appears in 3 contracts
Samples: Convertible Debt and Security Agreement (Beamz Interactive Inc), Convertible Debt and Security Agreement (Beamz Interactive Inc), Convertible Debt and Security Agreement (Beamz Interactive Inc)
Tax Advisors. The Such Investor 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 the Warrantthis Agreement. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Investor understands that it (and not the Company) shall will be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Laredo Oil, Inc.), Note Purchase Agreement (Laredo Oil, Inc.)
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (17 Education & Technology Group Inc.), Warrant Agreement (17 Education & Technology Group Inc.)
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oralthis Agreement. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Agreement.
Appears in 2 contracts
Samples: Secured Note Purchase Agreement (Allarity Therapeutics, Inc.), Secured Note Purchase Agreement (Allarity Therapeutics, Inc.)
Tax Advisors. The Such Investor has reviewed and consulted 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 the Warrantthis Agreement. With respect to such matters, the such Investor 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, in making a decision invest in this investment and to participate in the transactions contemplated by this Agreement. The Such Investor understands that it (and not the Company) shall will be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nuburu, Inc.), Note and Warrant Purchase Agreement (Seldin David)
Tax Advisors. The Investor has reviewed had the opportunity to review with its the Investor’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 the Warrantthis Agreement. With respect to such matters, the The Investor relies is relying solely on the Investor’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it the Investor (and not the Company) shall be responsible for its the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 2 contracts
Samples: Exchange Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (Skyline Medical Inc.)
Tax Advisors. The Investor 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 the WarrantAgreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (SafeNet Holding Corp), Common Stock Purchase Agreement (SafeNet Holding Corp)
Tax Advisors. The Such Investor has reviewed with its such Investor'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 the Warrantthis Agreement. With respect to matters related to the tax consequences of the transactions contemplated by this Agreement, each such matters, the Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it each such Investor (and not the Company) shall be responsible for its such Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Inflow Inc), Series a Preferred Stock Purchase Agreement (Inflow Inc)
Tax Advisors. The Such Investor 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 the WarrantPurchase Agreement. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company Company, the Parent, or any of its their agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantPurchase Agreement.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co), Series a Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER Co)
Tax Advisors. The Investor 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 the WarrantAgreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company Company, the Parent, or any of its their agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreement.
Appears in 2 contracts
Samples: Conversion Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co)
Tax Advisors. The Investor 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 the WarrantAgreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company Cooperative or any of its agents, written or oral. The Investor understands that it (it, and not the Company) Cooperative, shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreement.
Appears in 2 contracts
Samples: Subscription and Investor Member Agreement, Subscription and Investor Member Agreement
Tax Advisors. The Investor has reviewed with its own tax advisors With respect to the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the this Warrant. With respect to such matters, the Investor relies solely on such the advice of its own tax advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Otonomy, Inc.)
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. .. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.
Appears in 1 contract
Samples: Warrant Agreement (TrueCar, Inc.)
Tax Advisors. The Investor 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 the WarrantAgreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its their agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreement.
Appears in 1 contract
Samples: Bridge Loan Conversion Agreement (TWO RIVERS WATER & FARMING Co)
Tax Advisors. The Investor 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 the Warrantthis Agreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability Liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Tax Advisors. The Investor has reviewed with its 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 the Warrantthis Agreement. With respect to such mattersmatters related to the tax consequences of the transactions contemplated by this Agreement, the Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it the Investor (and not the Company) shall be responsible for its the Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Tax Advisors. The Each Investor 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 investment, where applicable, and the transactions contemplated by the Warrantthis Agreement. With respect to such matters, the Each Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents with respect to such tax consequences and understands that it (and not the Company) shall be responsible for its the Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Synon Corp)
Tax Advisors. The Investor has reviewed with its such Investor’s 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 the Warrantthis Agreement. With respect to such matters, the such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oraloral (except for any such representations made by the Company in Section 3). The Investor understands that it such Investor (and not the Company) shall be responsible for its such Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (ESS Tech, Inc.)
Tax Advisors. The Investor has reviewed with its the Investor’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 the Warrantthis Agreement. With respect to such matters, the The Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it the Investor (and not the Company) shall be responsible for its the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Tax Advisors. The Investor 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 the Warrantthis Agreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oralAgreements. The Investor understands that it (and not the Company) shall be responsible for its own tax Tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantInvestor Agreements.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Logitech International Sa)
Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state state, and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be is responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Heritage Distilling Holding Company, Inc.)
Tax Advisors. The Investor 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 the Warrantthis Agreement. With respect to such matters, the Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Panbela Therapeutics, Inc.)
Tax Advisors. The Investor 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 Agreement and the WarrantRelated Documents. With respect to such matters, the Investor relies solely on the representations of the Company in Section 4.15 above and on such advisors and not on any other statements or representations of the Company Company, the Subsidiaries or any of its their agents, written or oral. The 5.8 Accredited Investor. Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantis an Accredited Investor.
Appears in 1 contract
Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment Agreement and the transactions contemplated by the Warranthereby. With respect to such matters, the Investor relies solely on any such advisors and not on any statements or representations of the Company or Rimini or any of its their agents, written or oral. The Investor understands that it (and not the CompanyCompany or Rimini) shall be responsible for its own tax liability that may arise as a result of this investment or Agreement and the transactions contemplated by the Warranthereby.
Appears in 1 contract
Samples: Warrant Consent and Conversion Agreement (GP Investments Acquisition Corp.)
Tax Advisors. The Investor 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 the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.
Appears in 1 contract
Tax Advisors. The Such Investor 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 the WarrantTransaction Documents. With respect to such matters, the such Investor relies solely on any such advisors and not on any statements or representations of the Company Company, the Guarantor or any of its agents, written or oral. The Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the WarrantTransaction Documents.
Appears in 1 contract
Tax Advisors. The Investor 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 Agreement, to the Warrantextent the Investor deems necessary. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
Samples: Series C 4 Preferred Stock Purchase Agreement (InterPrivate III Financial Partners Inc.)
Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state state, local, and local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by the WarrantAgreements. With respect to such matters, the Investor relies has relied solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the WarrantAgreements.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Technology Crossover Management Iv LLC)
Tax Advisors. The Investor 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 the Warrantthis Note. With respect to such matters, the Investor 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 Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Warrant.this Note,
Appears in 1 contract
Samples: Note Purchase Agreement (Tree Roots Entertainment Group Co LTD)
Tax Advisors. The Such Investor has reviewed with its such ------------ Investor'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 the Warrantthis Agreement. With respect to matters related to the tax consequences of the transactions contemplated by this Agreement, each such matters, the Investor relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor agents and understands that it each such Investor (and not the Company) shall be responsible for its such Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrantthis Agreement.
Appears in 1 contract
