No Reliance on Tax Advice Sample Clauses

No Reliance on Tax Advice. The Subscriber has reviewed with his, her or its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Subscriber is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that the Subscriber (and not the Company) shall be responsible for the Subscriber own income tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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No Reliance on Tax Advice. The Purchaser has reviewed with his, her or its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser own income tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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No Reliance on Tax Advice. Such Member has been given the opportunity to review with such member's own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Except for matters addressed in the tax opinion to be provided to such Member pursuant to Section 7(d) hereof, such Member is relying solely on such advisors, if any, and not on any statements or representations of ANHI or any of its agents. Such Member understands that such Member (and not ANHI) shall be responsible for such Member's own tax liability that may arise as a result of the transactions contemplated by this Agreement. In particular, such Member, by execution of this Agreement, agrees and acknowledges that such Member has been given the opportunity to discuss with such Member's tax advisors, and understands, the following: ANCM is treated as a partnership for federal and most state income tax purposes. ANHI is a corporation for federal and state income tax purposes. Consequently, the Members will be exchanging what are in effect partnership interests for shares of a corporation, and will be taxed differently on the shares received from that of the interests given up in the exchange. Partnerships are pass-through entities for tax purposes. Therefore, partnerships are not subject to tax at the entity level. Rather, all tax items, including items of income, gain, loss, deduction and credit, pass through to the individual partners (or members, in the case of a limited liability company). Members must report such items on their individual income tax returns, and are taxed annually on their distributive share of income from the partnership, regardless of whether such income is actually distributed to the Members. Under the Internal Revenue Code of 1986, as amended, corporations and their shareholders are subject to two levels of tax. The corporation itself pays an annual corporate level tax on its income. If the corporation chooses to distribute earnings and profits to its shareholders in the form of dividends, the shareholders who receive such dividends (whether in cash or property) must include the value of the dividend in their gross income, and are therefore subject to tax at their individual rates on the value of the
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No Reliance on Tax Advice. The Shareholder has reviewed with its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Shareholder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that the Shareholder (and not the Company) shall be responsible for the Shareholder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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No Reliance on Tax Advice. The Shareholder has reviewed with its own tax advisors the tax consequences of the transactions contemplated by this agreement. The Shareholder is relying solely on the advisors and not on any statements or representations of CMNN or any of its agents with respect to the tax consequences and understands that the Shareholder (and not CMNN) is responsible for the Shareholder's tax liability that may arise as a result of this investment or the transactions contemplated by this agreement.
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No Reliance on Tax Advice. Subscriber has reviewed with his, her or ---------------------------- its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. Subscriber is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that Subscriber (and not the Company) shall be responsible for the Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement, including, but not limited to, any and all taxes, fees, liens, encumbrances and other costs associated with the transfer to the Company of the assets in accordance with the terms and conditions of the "Deed of Absolute Sale" attached hereto as EXHIBIT 'C'.
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No Reliance on Tax Advice. The Lender has reviewed with its own tax advisors foreign, federal, and state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Lender is relying solely on such advisors and not on any of its agents and understands that the Lender (and not the Borrower) shall be responsible for the Lender's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
Sample 1
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No Reliance on Tax Advice. SUNBURST has reviewed with its own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. SUNBURST is relying solely on such advisors and
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No Reliance on Tax Advice. The Holder has reviewed with his, her or ------------------------- its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that the Holder (and not the Company) shall be responsible for the Holder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Warrant.
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Related to No Reliance on Tax Advice

  • No Reliance on Lender The general partners, members, principals and (if Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and operation of properties similar to the Property, and Borrower and Lender are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Borrower is not relying on Lender's expertise, business acumen or advice in connection with the Property.

  • No Reliance on Documents Except as expressly stated herein, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Purchaser in connection with the transaction contemplated hereby. Purchaser acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered by Seller to Purchaser shall be for general informational purposes only, (b) Purchaser shall not have any right to rely on any such report delivered by Seller to Purchaser, but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Purchaser with respect thereto, and (c) neither Seller, any affiliate of Seller nor the person or entity which prepared any such report delivered by Seller to Purchaser shall have any liability to Purchaser for any inaccuracy in or omission from any such report or in verbal communication.

  • Reliance on Counsel The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel provided that such counsel shall have been selected with due care.

  • Reliance on Provisions Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

  • No Reliance, etc Company confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

  • No Reliance The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.

  • Reliance on Information For purposes of its obligations under this Section, the Primary Servicer shall be entitled to rely on the following information to the extent that such information relates to mortgage loans that are not serviced under this Agreement: (i) the final prospectus supplement prepared by the Depositor with respect to the offering of the securities issued by the ABS Issuing Entity and (ii) any reports delivered from time to time by the Master Servicer, the master servicer for the ABS Issuing Entity (if such party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or the paying agent, certificate administrator or other similar party for the ABS Issuing Entity.

  • Reliance on Opinions Before the Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

  • Reliance on Advisors The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

  • Reliance on Notices Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

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