Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Separation Agreement. Hence, in any construction to be made of this Separation Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges that he has read and understands this Separation Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Separation Agreement and has had ample opportunity to do so.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges that O’Melveny & Xxxxx LLP is counsel to the Company and does not represent (and has not provided any advice or counsel to) Executive. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. The Company agrees to reimburse the Executive for all expenses and costs (including fees for legal counsel), incurred by his relating to advice, drafting, negotiation, and preparation of this Agreement and any related agreements, up to a maximum of Five Thousand Dollars ($5,000.00) in the aggregate.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Release Agreement. Hence, in any construction to be made of this Release Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges that he has read and understands this Release Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Release Agreement and has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of [______________________] that the foregoing is true and correct. EXECUTED this _____ day of ______________, 20___ at [_____________________]. “Executive” ________________________________________ Print Name: CITIZENS FIRST CORPORATION, a Kentucky corporation By:______________________________________ Name:___________________________________ Title: ____________________________________ ENDORSEMENT I, __________________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the Commonwealth of Kentucky that the foregoing is true and correct. Executed this [_______] day of [_________________], 20_____ at [_______________________]. ____________________________________ Print Name
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Amendment. Hence, in any construction to be made of this Amendment, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Amendment, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Amendment and has had ample opportunity to do so.
Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra preferentum doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it. [Signature Page Follows] APPENDICES EXHIBIT A DESCRIPTION OF THE LAND EXHIBIT B AUTHORIZED REPRESENTATIVES (See attached Incumbency Certificate) 4843-4522-4225.7 EXHIBIT C PRINCIPALS OF THE LESSEE G. Xxxx Xxxxx Global Chief Investment Officer Xxxx Xxxx Senior Vice President, Development Xxxxxx Xxxxxxxxx CEO BOP NE Tower Lessee Member 100% Owner EXHIBIT D OWNERS OF THE LESSEE INDIVIDUAL OWNERS OF THE LESSEE Name % Ownership or Control of the Lessee N/A N/A ENTITY OWNERS OF THE LESSEE Name % Ownership or Control of the Lessee BOP NE Tower Lessee Member LLC 100% OWNERS of those ENTITIES that own or control more than 10% of the Lessee ("10% Entities") 10% ENTITY (name and actual %) INDIVIDUAL AND ENTITY OWNERS % Ownership or Control BOP NE Tower Lessee Member LLC BOP Manhattan West REIT LLC 100% EXHIBIT E PROJECT COST BUDGET1 Uses $ mil Sources $ mil Land Acquisition $580 Construction Loan $1,250 New Construction $1,038 Equity $929 Soft Costs $446 Capitalized Interest $114 Total $2,179 Total $2,179 1 All amounts are approximate. EXHIBIT F [FORM OF REQUIRED DISCLOSURE STATEMENT] The undersigned, an authorized representative of , a organized and existing under the laws of the State of , DOES HEREBY CERTIFY, REPRESENT AND WARRANT to the New York City Industrial Development Agency (the “Agency”) pursuant to [Section 8.20] [Section 8.9] of that certain Agency Lease Agreement, dated as of April 1, 2015, between the Agency and BOP NE Tower Lessee LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Lease Agreement”) THAT: [if being delivered pursuant to 8.20 of the Lease Agreement] None of the surviving, resulting or transferee Entity, any of the Principals of such Entity, or any Person that dir...
Legal Counsel; Mutual Drafting. Each party acknowledges that this Agreement is a legally binding contract and that it was represented by legal counsel in connection with the drafting, negotiation and preparation of this Agreement. Each party acknowledges that it and its legal counsel has cooperated in the drafting, negotiation and preparation of this Agreement and agrees that this Agreement and any provision hereof shall be construed, interpreted and enforced without regard to any presumptions against the drafting party. Each party hereby agrees to waive any rule, doctrine or canon of law, including without limitation, the contra proferentem doctrine, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it.
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Award Agreement. Hence, in any construction to be made of this Award Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. Grantee agrees and acknowledges that he has read and understands this Award Agreement completes, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Award Agreement and has had ample opportunity to do so.
