Advice of Independent Tax Advisor Clause Samples
The "Advice of Independent Tax Advisor" clause requires parties to confirm that they have consulted, or had the opportunity to consult, with their own tax advisors regarding the tax implications of the agreement. In practice, this means each party is responsible for seeking independent professional advice about how the transaction may affect their tax situation, rather than relying on the other party or the agreement itself for tax guidance. This clause helps allocate responsibility and reduces the risk of disputes by making clear that each party is accountable for understanding their own tax obligations.
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Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
Advice of Independent Tax Advisor. Participant acknowledges that the Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of the Section 409A Regulations to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of the Section 409A Regulations to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A of the Code to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A of the Code to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A of the Code, except for penalties resulting from the Company’s failure to withhold applicable income and employment taxes in accordance with applicable law from compensation paid or provided to Participant, or as a result of the Company’s negligence or intentional misconduct.