Common use of Tax Liability Clause in Contracts

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. 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 this Agreement.

Appears in 21 contracts

Samples: Securities Purchase Agreement (QSAM Biosciences, Inc.), Securities Purchase Agreement (QSAM Biosciences, Inc.), Securities Purchase Agreement (QSAM Biosciences, Inc.)

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Tax Liability. Such The Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser It relies solely on such advisors and not on any statements or representations of the Company or any of the Company’s agents regarding such tax consequences. It understands that it (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 this Agreement.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Yield10 Bioscience, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.)

Tax Liability. Such To the extent the Purchaser deems necessary, the Purchaser has reviewed with its the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such The Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that it the Purchaser (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 this Agreement.

Appears in 5 contracts

Samples: Agreement (Stockeryale Inc), Agreement (Stockeryale Inc), Agreement (Stockeryale Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors advisers the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser has relied solely on such advisers and not on any statements or representations of the Company or its agents. 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 this Agreement.

Appears in 5 contracts

Samples: Purchase Agreement (Semotus Solutions Inc), Preferred Stock Purchase Agreement (Netratings Inc), Preferred Stock Purchase Agreement (Netratings Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local local, and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser It has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. It 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 this Agreement.

Appears in 4 contracts

Samples: Oryx Technology (Oryx Technology Corp), Oryx Technology (Oryx Technology Corp), Common Stock and Warrant (Oryx Technology Corp)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreementthe Transaction Documents. With respect to such matters, such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents other than the representations and warranties set forth herein. 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 this Agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Vion Pharmaceuticals Inc), Securities Purchase Agreement (Vion Pharmaceuticals Inc), Securities Purchase Agreement (Scolr Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser relies solely on such advisors and not on any statements or representations of the Company, the Company’s counsel, or any of the Company’s agents. It 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 this Agreement.

Appears in 3 contracts

Samples: Note Purchase Agreement (Sharps Technology Inc.), Note Purchase Agreement (Sharps Technology Inc.), Note Purchase Agreement (Volcon, Inc.)

Tax Liability. Such Purchaser has reviewed with its own tax advisors ------------- the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser It relies solely on such advisors and not on any statements or representations of the Company or any of its agents. It understands that it (and not the Company) shall be responsible for any of its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Odetics Inc), Convertible Note Purchase Agreement (Iteris Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the ------------- federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such With respect to such matters, Purchaser has relied solely on such advisors and not on any statements or representations of the Company or any of its representatives other than the representations and warranties set forth herein. 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 this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cais Internet Inc), Preferred Stock Purchase Agreement (Cais Internet Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this AgreementAgreement (including any tax consequences resulting from the recently enacted tax legislation). Such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. 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 this Agreement.

Appears in 2 contracts

Samples: Corporation Stock Purchase Agreement (Nve Corp /New/), Nve Corporation Stock Purchase Agreement (Cypress Semiconductor Corp /De/)

Tax Liability. Such The Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such 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 this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Clinigence Holdings, Inc.), Securities Purchase Agreement (Quad M Solutions, Inc.)

Tax Liability. Such Purchaser The Buyer has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreementthe Agreements. Such Purchaser With respect to such matters, the Buyer relies solely on such advisors and not on any statements or representations of the Company or any of its agents other than the representations and warranties set forth herein. The 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 this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Superconductor Technologies Inc), Securities Purchase Agreement (Hillman Co)

Tax Liability. Such The Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such With respect to such tax consequences, the Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands and agrees that it (and not the Company) shall be responsible for its own any tax liability consequence to it that may arise as a result of this investment or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Us Sino Gateway Inc), Common Stock Purchase Agreement (Us Sino Gateway Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreementthe Agreements. With respect to such matters, such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents other than the representations and warranties set forth herein. 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 this Agreementthe Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Supergen Inc)

Tax Liability. Such The Purchaser has reviewed with its his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such The Purchaser relies solely on such advisors and not on any statements or representations of the Company, the Company's counsel, or any of the Company's agents. The Purchaser 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 or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Thomas Group Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser has relied solely on such advisors and not on any statements or representations of the Issuers or any of its agents. It understands that it (and not the CompanyIssuers) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Raybor Management Inc)

Tax Liability. Such The Purchaser has reviewed with its own tax advisors the federal, state, local and and/or foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such The Purchaser understands that it the Purchaser (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 this Agreement.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Akesis Pharmaceuticals, Inc.)

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Tax Liability. Such Purchaser has reviewed with its own tax ------------- advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such With respect to such matters, Purchaser has relied solely on such advisors and not on any statements or representations of the Company or any of its representatives other than the representations and warranties set forth herein. 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 this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Cais Internet Inc)

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

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Us Sino Gateway Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreementthe Transaction Documents. 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 this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (PishPosh, Inc.)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such tax consequences, such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Such Purchaser understands and agrees that it (and not the Company) shall be responsible for any of its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Kosan Biosciences Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors the ------------- federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser 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 or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Genesys Telecommunications Laboratories Inc)

Tax Liability. Such Purchaser has reviewed with its own tax advisors ------------- the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. 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 this Agreement.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Genesys Telecommunications Laboratories Inc)

Tax Liability. Such The Purchaser has reviewed with its own tax advisors the foreign, federal, state, state and local and foreign tax consequences of this investment investment, where applicable, and the transactions contemplated by this Agreement. Such The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that it the Purchaser (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 this Agreement.

Appears in 1 contract

Samples: Preferred Stock Subscription Agreement (Wall Street Strategies Corp)

Tax Liability. Such Each Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreementthe Transaction Documents. Such With respect to such matters, each Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents other than the representations and warranties set forth herein. Each 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 this Agreement.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (SCOLR Pharma, Inc.)

Tax Liability. Such The Purchaser has reviewed with its his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such The Purchaser is relying solely on such advisors and not on any statements or representations of the Company, the Company's counsel, or any of the Company's agents. The Purchaser 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 or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Thomas Group Inc)

Tax Liability. 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 this Agreement. 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 this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (MaxQ AI Ltd.)

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