Tax and Legal Matters. Holdco has had an opportunity to review with its own tax and legal advisors the tax and legal consequences to it of the Amalgamation and the transactions contemplated by this Agreement, including the effective sale of its ownership interests in IPC to Ready. Holdco understands that it (and not Ready) shall be responsible for its own tax liability, if any, that may arise as a result of the Amalgamation or the transactions contemplated by this Agreement. Holdco acknowledges that shareholders of an unlimited liability company (such as Newco) have unlimited liability for the debts and obligations of that company and that Holdco has been advised to seek its own legal advice regarding the consequences of that unlimited liability on a person who holds shares of an unlimited liability company directly or through a holding company.
Tax and Legal Matters. Each of the Designated Stockholders has had an opportunity to review with its own Tax advisors and legal advisors the Tax and legal consequences to such Designated Stockholder of the Merger and the transactions contemplated in this Agreement. Other than the representations and warranties made by Parent and the Merger Subs in this Agreement, such Designated Stockholder is not relying on any statements or representations by Parent, the Merger Subs, the Company or any of their agents. Each of the Designated Stockholders understands that he will bear his own Tax liability that may arise as a result of the Merger or the transactions contemplated by this Agreement.
Tax and Legal Matters. The Holder hereby acknowledges that the Company has not provided the Holder with any tax advice with respect to the Exchange, the issuance of the New Preferred to the Holder pursuant to the Exchange (or the tax consequences thereto) or the other transactions described herein, and no such advice has been implied. The Holder has sought such tax and legal advice as it has deemed necessary in connection with the execution of this Agreement.
Tax and Legal Matters. Such Shareholder acknowledges and agrees that such Shareholder had the opportunity to seek and was not prevented by Purchaser, the Representative or any other Shareholder from seeking independent legal and Tax advice before such Shareholder’s execution and delivery of this Agreement and, if such Shareholder did not avail itself of that opportunity before signing this Agreement that such Shareholder 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 Shareholder as a defense to the enforcement of such Shareholder’s obligations under this Agreement. Such Shareholder understands that it must rely solely on its own advisors and not on any statements or representations by other Shareholders, the Representative, the Company, its Subsidiaries, Purchaser or any of their agents or attorneys, except for the representations and warranties of Purchaser in Article 4. Such Shareholder understands that such Shareholder (and not Purchaser, the Representative, the Company or its Subsidiaries) will be responsible for such Shareholder’s legal or Tax liability that may arise as a result of the sale of such Shareholder’s Shares hereunder.
Tax and Legal Matters. Buyer has reviewed with Buyer’s own tax advisors and legal counsel the tax and other consequences of the Transactions and the legal effects thereof before Buyer’s execution and delivery of this Agreement and each other Buyer Transaction Document. Buyer has relied solely on its own advisors and not on any statements or representations by Sellers, the Sellers’ Representative, the Company, or any of their respective Representatives, except for the representations and warranties of Sellers in Article 2 and Article 3. Buyer understands that it (and not Sellers, or the Seller’s Representative) will be responsible for its own legal or Tax Liabilities that may arise as a result of the Transactions. Buyer agrees that it has been advised to consult with its own tax and legal counsel in connection with the foregoing.
Tax and Legal Matters. (a) No shareholder of Pubco is subject to a binding commitment or has otherwise agreed to sell, exchange, transfer by gift or otherwise dispose of any of the shares of Pubco, or take any other action that would be reasonably likely to prevent, taken together, the Merger and the Share Exchange from qualifying as a transaction described in Section 351 of the Code.
(b) None of Pubco, Merger Sub, nor any of the respective Affiliates of any such Persons have taken or have agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Share Exchange from qualifying as an exchange described in Section 351 of the Code or as a reorganization within the meaning of Section 368(a) of the Code.
(c) As a result of the Share Exchange, Pubco will satisfy the “active trade or business test” as defined in Treasury Regulation Section 1.367(a)-3(c)(3), including, without limitation, the requirements that (i) Pubco be engaged, directly or indirectly through a qualified subsidiary or qualified partnership, in an active trade or business for the entire thirty-six (36) month period immediately preceding the Transactions, (ii) Pubco has no intention at the time of the Transactions to dispose of or discontinue such trade or business, and (iii) the substantiality test (as defined in Treasury Regulation Section 1.367(a)-3(c)(3)(iii)) will be satisfied.
Tax and Legal Matters. Neither such Seller nor such Seller’s Affiliates have taken or agreed to take any action, or are aware of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Share Exchange from qualifying as an exchange described in Section 351 of the Code or as a reorganization within the meaning of Section 368(a) of the Code.
Tax and Legal Matters. Such Seller acknowledges and agrees that such Seller had the opportunity to seek and was not prevented by Buyer, the Representative or any other Seller from seeking independent legal and Tax advice before such Seller’s execution and delivery of this Agreement and the Related Agreements to which such Seller is a party, and, if such Seller did not avail itself of that opportunity before signing this Agreement or any of the Related Agreements to which such Seller is a party, that such Seller 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 Seller as a defense to the enforcement of such Seller’s obligations under this Agreement or any of the Related Agreements to which such Seller is a party. Such Seller understands that it must rely solely on its own advisors and not on any statements or representations by the other Sellers, the Representative, Buyer or any of their agents or attorneys, except for the representations and warranties of Buyer in Article 4. Such Seller understands that such Seller (and not Buyer or the Representative) will be responsible for such Seller’s legal or Tax Liability that may arise as a result of the sale of such Seller’s Shares hereunder, except to the extent of any Tax Liability arising as a result of a breach of the representations and warranties or covenants of Buyer under this Agreement.
Tax and Legal Matters. He (i) is a U.S. resident for tax purposes, (ii) has reviewed with his own legal and tax advisors the consequences of this Settlement Agreement and whether the consideration payable hereunder is subject to any taxation, and (iii) has relied solely on such advisors and not on any statements, advice or representations of any Company Releasee (as defined below) as to the necessity for withholding or the taxability of such payments, whether pursuant to foreign, federal, provincial, state or local income tax statutes or otherwise. Executive agrees that he shall be exclusively responsible and liable for the payment of all foreign, federal, provincial, state and local taxes in connection with the consideration paid to him under this Settlement Agreement, and Executive represents and warrants that he shall make payments of such taxes at the appropriate time and in the amount required of each of them, if any.
Tax and Legal Matters. All tax and legal matters arising out of the transactions contemplated hereby, including, but not limited to, the tax treatment of all parties hereto, and the legal and regulatory impact of the transactions on all parties hereto, have been resolved to the satisfaction of all parties, upon the advice of tax and legal advisors. Consent under this subsection shall not be unreasonably withheld.
