Common use of Tax Advisors Clause in Contracts

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 98 contracts

Samples: Warrant Agreement (Ibotta, Inc.), Warrant Agreement (Ibotta, Inc.), Merger Agreement (Rigetti Computing, Inc.)

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Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 62 contracts

Samples: Exchange Agreement (Inspire Veterinary Partners, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 19 contracts

Samples: Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.)

Tax Advisors. The Holder has reviewed with its his own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it he (and not the Company) shall be responsible for its his own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.

Appears in 11 contracts

Samples: Warrant (Healthetech Inc), Healthetech Inc, Healthetech Inc

Tax Advisors. The Holder has reviewed with its his own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this the Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its his own tax liability that may arise as a result of this investment and or the transactions contemplated by this the Warrant.

Appears in 10 contracts

Samples: Warrant (Healthetech Inc), Healthetech Inc, Healthetech Inc

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantConversion Agreement.

Appears in 8 contracts

Samples: Conversion Agreement (Avalon GloboCare Corp.), Conversion Agreement (Ipsidy Inc.), Conversion Agreement (Workhorse Group Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantConversion Agreement.

Appears in 6 contracts

Samples: Conversion Agreement (Phantom Entertainment, Inc.), Note Conversion Agreement (Carsunlimited Com Inc), Conversion Agreement (Phantom Entertainment, Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 5 contracts

Samples: Exchange Agreement (Anavex Life Sciences Corp.), Exchange Agreement (Cereplast Inc), Exchange Agreement (Vanity Events Holding, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.

Appears in 5 contracts

Samples: Promotion Agreement (Healthetech Inc), Warrant Agreement (Biofield Corp \De\), Warrant Agreement (Biofield Corp \De\)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 3 contracts

Samples: Exchange Agreement (Mphase Technologies Inc), Exchange Agreement (Lough Denver), Exchange Agreement (Polarityte, Inc.)

Tax Advisors. The Each Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the each Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Each Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 3 contracts

Samples: Exchange Agreement (MassRoots, Inc.), Exchange Agreement (MassRoots, Inc.), Exchange Agreement (MassRoots, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 3 contracts

Samples: Domo, Inc., Domo, Inc., Domo, Inc.

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this the Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this the Warrant.

Appears in 3 contracts

Samples: Promotion Agreement (Healthetech Inc), Healthetech Inc, Netgear Inc

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. U. S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 2 contracts

Samples: Quantenna Communications Inc, Quantenna Communications Inc

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrantinvestment. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrantinvestment.

Appears in 2 contracts

Samples: Investor Rights Agreement (Quantenna Communications Inc), Investor Rights Agreement (Quantenna Communications Inc)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its representatives or agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 2 contracts

Samples: Loan and Security Agreement (Accolade, Inc.), Loan and Security Agreement (Accolade, Inc.)

Tax Advisors. The Each Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the other transactions contemplated by this WarrantAgreement and the Note purchased by such Holder. With respect to such matters, the each Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Each Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this WarrantAgreement.

Appears in 2 contracts

Samples: Note Purchase and Security Agreement (Metromile, Inc.), Note Purchase and Security Agreement (INSU Acquisition Corp. II)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.Agreement. ​

Appears in 2 contracts

Samples: Exchange Agreement (Kiromic Biopharma, Inc.), Exchange Agreement (Kiromic Biopharma, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 2 contracts

Samples: 17 Education & Technology Group Inc., 17 Education & Technology Group Inc.

Tax Advisors. The Holder has reviewed reviewed, to the extent the Holder deems necessary, with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Exchange Agreement (Origin Life Sciences, Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.Conversion Agreement. Company:____ Holder:____

Appears in 1 contract

Samples: Conversion Agreement (Infinium Labs Inc)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder such Hxxxxx relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Senior Convertible Notes Exchange Agreement (Nuburu, Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantExchange Agreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantExchange Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Lattice INC)

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Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 1 contract

Samples: TrueCar, Inc.

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies relied solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Exchange Agreement (Luxurban Hotels Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantConversion Agreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Exchange Agreement (Blacksands Petroleum, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company (other than those representations or warranties of the Company set forth in the Agreement) or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 1 contract

Samples: Myos Rens Technology Inc.

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this Warrant.Agreement. 1 Series F, G and H.

Appears in 1 contract

Samples: Exchange Agreement (Mabvax Therapeutics Holdings, Inc.)

Tax Advisors. The Such Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Comstock Holding Companies, Inc.)

Tax Advisors. The Such Holder has reviewed with its such Holder’s own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment investment, where applicable, and the transactions contemplated by this WarrantAgreement. With respect to Each such matters, the Holder relies is relying solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder agents and understands that it each such Holder (and not the Company) shall be responsible for its such Holder’s own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Securities Issuance Agreement (CelLynx Group, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of the Holder’s receipt of this investment Warrant and the transactions contemplated by this Warrant.

Appears in 1 contract

Samples: Security Agreement (Fluidigm Corp)

Tax Advisors. The Holder has reviewed been advised to review with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 1 contract

Samples: CalciMedica, Inc. /DE/

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

Appears in 1 contract

Samples: Docusign Inc

Tax Advisors. The Such Holder has reviewed with its own tax Tax advisors the U.S. federal, state and state, local and non-U.S. tax foreign Tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the such Holder relies solely on any such advisors and not on any statements or representations of the Company Parent, Buyer or any of its their respective agents, written or oral. The Such Holder understands that it (and not the CompanyParent or Buyer) shall be responsible for its own tax liability that may arise as a result of this investment and all Taxes imposed on such Holder in connection with the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Shareholders Agreement (Palo Alto Networks Inc)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state state, and local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this Warrantinvestment. With respect to such matters, the Holder relies shall rely solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment the issuance of the Warrant and the transactions contemplated by this Warrantunderlying securities.

Appears in 1 contract

Samples: Apigee Corp

Tax Advisors. The Each Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the other transactions contemplated by this WarrantAgreement and the Note purchased by such Holder. With respect to such matters, the each Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Each Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.Agreement. ​

Appears in 1 contract

Samples: Note Purchase and Security Agreement (Lemonade, Inc.)

Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and state, local and non-U.S. foreign tax consequences of this investment and the transactions contemplated by this WarrantAgreement. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company Corporation or any of its agents, written or oral. The Holder understands that it (and not the CompanyCorporation) shall be responsible for its own tax liability that may arise as a result of this investment and or the transactions contemplated by this WarrantAgreement.

Appears in 1 contract

Samples: Exchange Agreement (American Education Center, Inc.)

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