Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representations or statements made by any other Party as to such Tax and securities consequences.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Blue Chip Technologies Corp.), Asset Purchase Agreement (Catalyst Biosciences, Inc.), Asset Purchase Agreement (Lucid Diagnostics Inc.)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement hereby and is not relying on any representations representation or statements made by any other Party as to such Tax and securities tax consequences.
Appears in 7 contracts
Samples: Reorganization and Acquisition Agreement (22nd Century Group, Inc.), Asset Purchase Agreement (Biovie Inc.), Asset Purchase Agreement (Peizer Terren S)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this AgreementTransactions, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement Transactions and is not relying on any representations representation or statements made by any other Party as to such Tax and securities tax consequences.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (VPC Impact Acquisition Holdings), Master Transactions Agreement (Thunder Bridge Acquisition II, LTD), Agreement and Plan of Merger (Thunder Bridge Acquisition LTD)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this AgreementTransactions, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement Transactions and is not relying on any representations or statements made by any other Party as to such Tax and securities consequences.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chart Acquisition Corp.), Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)
Further Representations. Each Party party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement and is not relying on any representations representation or statements made by any other Party party as to such Tax and securities tax consequences.
Appears in 2 contracts
Samples: Registration Rights Agreement (Binah Capital Group, Inc.), Registration Rights Agreement (Binah Capital Group, Inc.)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representations representation or statements made by any the other Party as to such Tax and securities consequences.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Macquarie Infrastructure Co LLC), Stock Subscription Agreement (Macquarie Infrastructure CO LLC)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to his or its legal rights from such counsel. Each Party further represents that he or it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representations or statements made by any other Party as to such Tax and securities consequences.
Appears in 1 contract
Samples: Asset Purchase Agreement (AmpliPhi Biosciences Corp)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement hereby and is not relying on any representations representation or statements made by any other Party as to such Tax and securities consequences.
Appears in 1 contract
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions transaction contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party hereto further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representations representation or statements made by any other Party as to such Tax and securities consequences.
Appears in 1 contract
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement hereby and is not relying on any representations representation or statements made by any other Party as to such Tax and securities consequences.. [SIGNATURE PAGES TO FOLLOW]
Appears in 1 contract
Samples: Asset Purchase Agreement
Further Representations. Each Party party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement and is not relying on any representations or statements made by any the other Party party as to such Tax and securities tax consequences.. [signatures on next page]
Appears in 1 contract
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreementhereby, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement hereby and is not relying on any representations or statements made by any other Party as to such Tax and securities tax consequences, except as expressly provided herein.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Verb Technology Company, Inc.)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement and is not relying on any representations or statements made by any other Party as to such Tax and securities consequencesAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)
Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this AgreementTransactions, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities tax consequences of the transactions contemplated by this Agreement Transactions and is not relying on any representations representation or statements statement made by any other Party as to such Tax and securities tax consequences.
Appears in 1 contract
