Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Documents. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documents.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Elandia International Inc.), Common Stock Purchase Agreement (Forefront Holdings, Inc.), Preferred Stock Purchase Agreement (Health Systems Solutions Inc)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and the Primary Documentstransactions contemplated hereby. With respect to such matters, the Purchaser relies has relied solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Transaction Documents.
Appears in 3 contracts
Samples: Note Purchase Agreement (iRhythm Technologies, Inc.), Note Purchase Agreement (iRhythm Technologies, Inc.), Note Purchase Agreement (iRhythm Technologies, Inc.)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 3 contracts
Samples: Series S Preferred Stock Purchase Agreement (Knightscope, Inc.), Preferred Stock Purchase and Exchange Agreement (Knightscope, Inc.), Common Stock Purchase Agreement (Q Comm International Inc)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, state and local and foreign tax consequences of this investment investment, where applicable, and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the Purchaser relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser agents and understands that it Purchaser (and not the Company) shall be responsible for its Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 3 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc), Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc), Preferred Stock Purchase Agreement (Mobinetix Systems Inc)
Tax Advisors. The Such Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary DocumentsAgreement. With respect to such matters, the such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Such Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary DocumentsAgreement.
Appears in 3 contracts
Samples: Business Stock Purchase Agreement, Purchase of Stock Agreement, Letter Agreement (Groupon, Inc.)
Tax Advisors. The Such Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 3 contracts
Samples: Exchange Agreement (Intellicell Biosciences, Inc.), Exchange Agreement (Intellicell Biosciences, Inc.), Preferred Stock Purchase Agreement (Bio Reference Laboratories Inc)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary DocumentsAgreements. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary DocumentsAgreements.
Appears in 2 contracts
Samples: Shares and Warrant Purchase Agreement (Sagent Holding Co.), Series a Preference Shares Purchase Agreement (Sagent Holding Co.)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment investment, where applicable, and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the The Purchaser relies is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser agents and understands that it (and not the Company) shall be responsible for its the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (General Atlantic Partners LLC), Preferred Stock Purchase Agreement (Probusiness Services Inc)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary DocumentsAgreement. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary DocumentsAgreements.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Q Comm International Inc), Common Stock Purchase Agreement (Q Comm International Inc)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local local, and foreign tax consequences of this investment and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (KBS International Holdings Inc.)
Tax Advisors. The Purchaser Such Buyer has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Transaction Documents. With respect to such matters, the Purchaser such Buyer relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser With the exception that the Company shall be responsible for the taxes as described in Section 3(dd) herein, such Buyer understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Transaction Documents.
Appears in 1 contract
Tax Advisors. The Purchaser Buyer has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary DocumentsAgreement. With respect to such matters, the Purchaser such Buyer relies solely on such advisors and not on any statements or representations of the Company Seller or any of its agents, written or oral. The Purchaser Buyer understands that it (and not the CompanySeller) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary DocumentsAgreement.
Appears in 1 contract
Tax Advisors. The Purchaser Each Buyer has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Transaction Documents. With respect to such matters, the Purchaser Each Buyer relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser Each Buyer understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Transaction Documents.
Appears in 1 contract
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, state and local and foreign non-U.S. tax consequences of this investment and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the Purchaser 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 Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or and the transactions contemplated by the Primary Documentsthis Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prism Technologies Group, Inc.)
Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Primary Documentsthis Agreement. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Subject to Section 7.12, the Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Primary Documentsthis Agreement.
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