THIRD PARTY ADVICE Clause Samples

The THIRD PARTY ADVICE clause establishes that parties to the agreement are encouraged or required to seek independent advice from external professionals, such as legal or financial advisors, before entering into the contract. In practice, this clause may specify that each party has had the opportunity to consult with their own advisors and is not relying solely on the other party’s representations or advice. Its core function is to ensure that all parties make informed decisions, reducing the risk of misunderstandings or claims of undue influence or lack of informed consent.
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THIRD PARTY ADVICE. 5.1. Where relevant, You represent and warrant to Us that where applicable, You have taken all necessary tax, legal, financial, and accounting advice in all relevant jurisdictions with regard to the Services. You further represent and warrant to Us that you have also implemented all actions and recommendations in such advice where required to ensure that You are compliant with Applicable Law. 5.2. Unless stated otherwise in the Letter of Engagement, You acknowledge that We do not provide, tax advice. Additionally, You also acknowledge that We do not provide, investment business, legal, financial or accounting advice. 5.3. If You instruct a third party adviser, either directly or through Us, on any matter relating to or in connection with the Services, then We will not be liable nor responsible for the services, advice or information provided by the respective third party, nor shall We be responsible for the fees and expenses of the aforementioned third party adviser which shall be Your sole responsibility. 5.4. If You ask Us to recommend the services of a third party provider We will always do so in good faith, but give no warranty in respect of the standing or quality of services of any third party provider. 5.5. Where we recommend the services of a third party provider, and that third party provider is part of the Equiom Group, it should be noted that whilst We will not derive any direct benefit from the provision of services by that third party provider, the Equiom Group, of which we are a part, may benefit.
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THIRD PARTY ADVICE. The Cash Manager may in connection with its acting as such under this Agreement engage and pay fees incurred for the advice or services of any lawyers, accountants or other experts whose advice for services may to it seem necessary, expedient or desirable and rely upon any advice so obtained.
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Related to THIRD PARTY 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.

  • Third Party Applications Oracle or third party providers may offer Third Party Applications. Except as expressly set forth in the Estimate/Order Form, Oracle does not warrant any such Third Party Applications, regardless of whether or not such Third Party Applications are provided by a third party that is a member of an Oracle partner program or otherwise designated by Oracle as “Built For NetSuite,” "certified," "approved" or “recommended.” Any procurement by Customer of such Third Party Applications or services is solely between Customer and the applicable third party provider. Customer may not use Third Party Applications to enter and/or submit transactions to be processed and/or stored in the Cloud Service, unless Customer has procured the applicable subscription to the Cloud Service for such use and access.

  • Third Party Actions If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

  • 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.