No Tax Representations Sample Clauses

No Tax Representations. Each party acknowledges that it is relying solely on its advisors to determine the tax consequences of the transactions contemplated hereunder and that no representation or warranty has been made by any party as to the tax consequences of such transactions except as otherwise specifically set forth in this Agreement.
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No Tax Representations. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ATA SET FORTH IN ARTICLE IV, EACH CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE PURCHASER OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HEREIN OR ANY TRANSACTION GOVERNED BY THE TRANSACTION DOCUMENTS.
No Tax Representations. The Subscriber is aware that any federal and state tax benefits may be limited by rules regarding basis, amounts at risk, and passive losses, and that any federal and/or state income tax benefits which may be available to the Subscriber may be lost through the adoption of new laws or regulations, to changes to existing laws and regulations and to changes in the interpretation of existing laws and regulations. The Subscriber further represents that the Subscriber is relying solely on the Subscriber’s own conclusions or the advice of the Subscriber’s own counsel or investment representative with respect to tax aspects of any investment in the Company and that no representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to credits, profits, losses or cash flow which may be received or sustained as a result of this investment. The Subscriber is advised to consult its own tax advisors and counsel regarding the tax consequences of investment in the Company.
No Tax Representations. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF GIPLP CONTAINED HEREIN, THE CONTRIBUTOR REPRESENTS AND WARRANTS THAT IT IS RELYING SOLELY ON THE CONTRIBUTOR’S OWN CONCLUSIONS OR THE ADVICE OF THE CONTRIBUTOR’S OWN COUNSEL WITH RESPECT TO TAX ASPECTS OF THE CONTRIBUTION AND IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY GENERATION INCOME PROPERTIES, L.P. OR GENERATION INCOME PROPERTIES, INC. OR THEIR RESPECTIVE REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO CONTRIBUTOR FROM THE TRANSACTION CONTEMPLATED HERE OR AS TO CREDITS, PROFITS, LOSSES OR CASH FLOW WHICH MAY BE RECEIVED OR SUSTAINED AS A RESULT OF THIS CONTRIBUTION.
No Tax Representations. PURCHASER REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY THE COMPANY OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS.
No Tax Representations. The Company has made no warranties or representations to the Executive with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Executive is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Executive acknowledges that there may be adverse tax consequences related to this Agreement or the payment of consideration pursuant to the Agreement and that the Executive has been advised that he should consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Executive also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Executive.
No Tax Representations. Recipient represents and warrants that it is not relying upon any advice or any information or material furnished by the Company, the Operating Partnership or their respective representatives, whether oral or written, expressed or implied, of any nature whatsoever, regarding any tax matters, including, without limitation, tax consequences to Recipient from the transaction contemplated herein or any transaction governed by the Purchase Agreement.
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No Tax Representations. While Arena believes that the current treatment of the options will be that the options may create a taxable event to the Optionee as a non-qualified option at the time of exercise of the option and that the taxable gain may, most likely, be the difference between the exercise price of the option and the then prevailing market price, if any, of the company's stock; no warranty of tax results or tax events is made or implied in any manner by Arena. Each Optionee further represents that he or she has and will rely fully and exclusively upon his or her own independent tax information and advisors as to the tax implications and results of the granting or exercise of this option and agrees to comply fully with all required federal, state or local tax reporting and payment requirements incurred through the granting or exercise of this option.
No Tax Representations. The warrant Holder understands the tax consequences of the transactions contemplated by this Agreement. The Warrant Holder confirms that it is not relying on any statements or representations of the Company or any of its agents with respect to the tax effect of the transactions contemplated by this Agreement. The Warrant Holder has had the opportunity to consult with the Warrant Holder’s own legal, accounting, tax, investment and other advisors, who are unaffiliated with the Company or any affiliate of the Company, with respect to the tax treatment of the transactions contemplated by this Agreement. The Warrant Holder also acknowledges that he is solely responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
No Tax Representations. The Shareholder represents, warrants and acknowledges that the Shareholder is not relying on Pubco or Synergy for any tax advice concerning the federal or state income or other tax consequences of the transactions contemplated by the Agreement or the Shareholder’s receipt of the Securities, and that the Shareholder has consulted such advisors as the Shareholder deems necessary or appropriate to understand the tax consequences of the investment represented by the Securities.
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