Legal and Tax Advice; Review by Counsel Sample Clauses

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/ 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 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.

  • Independent Tax Advice You acknowledge that determining the actual tax consequences to you of receiving Units or shares of Common Stock or deferring or disposing of Units or shares of Common Stock may be complicated. These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving, deferring or disposing of Units or shares of Common Stock. Prior to executing this Agreement, you either have consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the Shares in light of your specific situation or have had the opportunity to consult with such a tax advisor but chose not to do so.

  • 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.

  • Counsel Review Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, 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 resale of the Conversion Shares and/or Exercise 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 and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • 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 Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • 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.

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