Common use of Certain Tax Issues Clause in Contracts

Certain Tax Issues. Each Roll-Over Investor and Mezzanine Investor has reviewed with his or her own tax and legal advisors the federal, state, local and foreign tax consequences of such Roll-Over Investor’s or Mezzanine Holder’s acquisition of shares of Capital Stock and the transactions of and contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor is relying solely on such advisors and not on any statements of GEI, the Company or any of their respective agents with respect to such tax consequences. Each Roll-Over Investor and Mezzanine Investor understands that it, he or she (and not GEI or the Company) shall be responsible for their own tax liability that may arise as a result of such Roll-Over Investor’s or Mezzanine Investor’s acquisition of shares of Capital Stock or the transactions contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor understands that it may be beneficial in certain circumstances to elect to be taxed as of the date of its, his or her acquisition of shares of Capital Stock rather than when certain restrictions set forth in this Agreement lapse by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Internal Revenue Service within 30 days from the Award Date. EACH ROLL-OVER INVESTOR AND MEZZANINE INVESTOR ACKNOWLEDGES THAT IT IS HIS OR HER RESPONSIBILITY AND NOT GEI OR THE COMPANY’S RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF SUCH ROLL-OVER INVESTOR OR MEZZANINE INVESTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. Each Roll-Over Investor and Mezzanine Investor acknowledges that nothing in this Agreement constitutes tax advice.