Legal and Tax Advice; Review by Counsel Sample Clauses

Legal and Tax Advice; Review by Counsel. The Bank has not provided the Participant with advice, warranties or representations regarding any of the legal or tax effects to the Participant with respect to the grant of benefits herein. By accepting this grant and by signing this Agreement, the Participant acknowledges that he is familiar with the terms of the Plan and this Agreement, that he has been encouraged by the Bank to discuss the Plan and this Agreement with his own legal and tax advisers, and that he agrees to be bound by all of the terms and conditions of the Plan and this Agreement. The Participant represents and warrants to the Bank that he has had this Agreement reviewed by independent legal counsel of his choice, or if he has not, that he has had the opportunity to do so, and hereby waives any claim, objection or defense on the grounds that this Agreement has not been reviewed by legal counsel of his choice. CHINO COMMERCIAL BANK, N.A. a national banking association By /s/ Xxxx X. Xxxxxx By /s/ Xxxxxxxxx Xxxxxx PARTICIPANT Xxxxx Xxxxxxx Vice President and Chief Credit Officer /s/ Xxxxxx Xxxxxxx XXXXX XXXXXXX Participant’s Address: [Intentionally Omitted] EXHIBIT A DESIGNATION OF BENEFICIARIES Pursuant to the terms of a Salary Continuation Agreement, effective June 1, 2004, between Chino Commercial Bank, N.A. (the “Bank”) and me, I hereby designate the following beneficiary(ies) to receive any payments which may be due and payable by the Bank under such Agreement after my death: Primary Beneficiary: Xxxxxxx Xxxxxxx Contingent Beneficiary: Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx The Primary Beneficiary named above shall be the designated beneficiary referred to in Section 6 of said Agreement if he or she is living at the time death benefit payments become due and payable by the Bank, and the Contingent Beneficiary named above shall be the designated beneficiary referred to in Section 6 of said Agreement only if he or she is living at the time death benefits become due and payable by the Bank and the Primary Beneficiary is not then living. I hereby reserve the right to change said beneficiary(ies) at any time prior to my death by notice to the Bank in accordance with Section 9 of the Agreement. Dated: 12/23/04 /s/ Xxxxxx Xxxxxxx XXXXX XXXXXXX Witness: /s/ Xxxxx Xxxx CHINO COMMERCIAL BANK, NA Split Dollar Agreement CHINO COMMERCIAL BANK, NA SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE CHINO COMMERCIAL BANK SALARY CONTINUATION AGREEMENT) THIS AGREEMENT is adopted this 1st day of June, 2004, by...
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Legal and Tax Advice; Review by Counsel. The Bank has not provided Executive with advice, warranties or representations regarding any of the legal or tax effects to Executive with respect to the grant of benefits herein. By accepting this grant and by signing this Agreement, Executive acknowledges that he is familiar with the terms of this Agreement, that he has been encouraged by the Bank to discuss this Agreement with his own legal and tax advisers, and that he agrees to be bound by all of the terms and conditions of this Agreement. Executive represents and warrants to the Bank that he has had this Agreement reviewed by independent legal counsel of his choice, or if he has not, that he has had the opportunity to do so, and hereby waives any claim, objection or defense on the grounds that this Agreement has not been reviewed by legal counsel of his choice.
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Legal and Tax Advice; Review by Counsel. The Bank has not provided the Participant with advice, warranties or representations regarding any of the legal or tax effects to the Participant with respect to the grant of benefits herein. By accepting this grant and by signing this Agreement, the Participant acknowledges that he is familiar with the terms of the Plan and this Agreement, that he has been encouraged by the Bank to discuss the Plan and this Agreement with his own legal and tax advisers, and that he agrees to be bound by all of the terms and conditions of the Plan and this Agreement. The Participant represents and warrants to the Bank that he has had this Agreement reviewed by independent legal counsel of his choice, or if he has not, that he has had the opportunity to do so, and hereby waives any claim, objection or defense on the grounds that this Agreement has not been reviewed by legal counsel of his choice. CHINO COMMERCIAL BANK, N.A. a national banking association By /s/ Xxxxxxxxx Xxxxxx By PARTICIPANT
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Related to Legal and Tax Advice; Review by Counsel

  • Review by Counsel The parties acknowledge that each party and its counsel have reviewed and approved this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Representation By Counsel; Interpretation The parties acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

  • Right to Review Tax Returns The Responsible Company with respect to any Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (a) such Tax Return relates to Taxes for which the requesting party may be liable, (b) such Tax Return relates to Taxes for which the requesting party may be liable in whole or in part or for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (c) such Tax Return relates to Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement, or (d) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall make such Tax Return available for review as required under this paragraph at least thirty (30) days prior to the due date for filing such Tax Returns to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns. Issues that cannot be resolved by the Companies shall be resolved in the manner set forth in Section 14; provided, however, that such Tax Return shall be timely filed in the manner prepared by the Responsible Company if the issues cannot be resolved prior to the time required by law (including extensions) for the filing of such Tax Return.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Representation by Counsel Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

  • Tax Advice You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities.

  • 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.

  • Representation by Legal Counsel Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

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