Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
Advice of Legal Counsel. Each Party acknowledges, represents and warrants that it has consulted with and has obtained the advice and counsel of its attorney and that each has executed this Agreement voluntarily after careful and independent investigation, free from any fraud, duress, coercion or undue influence of any kind, without relying upon any statements, representations or warranties, written or oral, as to any law or fact made by any other Party, not expressly set forth herein.
Advice of Legal Counsel. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.
Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. The Borrower and the Secured Party have caused this Security Agreement to be duly executed and delivered as of the date set forth above. BORROWER: AMERICAS ENERGY COMPANY-AECO /s/ Xxxxxxxxxxx X. Xxxxxxxx By: Xxxxxxxxxxx X. Xxxxxxxx Title: President & CEO SECURED PARTY: HANHONG (HONG KONG) NEW ENERGY HOLDINGS LIMITED By: Yang (Simon) Liu Title: President THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS IS TO CERTIFY THAT, for valuable consideration the receipt of which is hereby acknowledged, Hanhong (Hong Kong) New Energy Holdings Limited, and/or its permitted assigns (hereinafter called the “Holder”), is entitled to subscribe for and purchase 2,000,000 fully paid and non-assessable shares of capital stock, par value $0.0001 per share (the “Common Shares”) of Americas Energy Company - AECo, a Nevada corporation (hereinafter called the “Company”), during the Exercise Period (as defined below), as provided herein.
Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. The parties have executed this Agreement as of the date first set forth above. MATSUSHITA-KOTOBUKI REPLAY NETWORKS, INC. ELECTRONIC INDUSTRIES, LTD. By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxx XxXxxxxxx --------------------------- --------------------------- Name: Xxxxx Xxxxxxxx Name: Xxx XxXxxxxxx -------------------------- --------------------------- (print) (print) Title: Senior Management Director Title: Chief Executive Officer -------------------------- --------------------------- Date: December 20, 1999 Date: December 20, 1999 -------------------------- --------------------------- Exhibit A --------- Products and Pricing
I. First Period - Products shipped from [***] to [***] Product Price Projected MSRP ------- ----- -------------- PV-HS1000 (20 GB Hard Drive) [***] [***] PV-HS2000 (30 GB Hard Drive)* [***] [***] Guaranteed Minimum Purchase Volume: [***] Product units** Target Maximum Purchase Volume: [***] Product units** * This Product will be available on [***]. **Guarantee minimum and target maximum volumes apply to all Products and any products manufactured by MKE containing Replay Software that support the Replay Network Service ("MKE Products").
II. Second Period - Products shipped from [***] to [***] MKE and Replay Networks will meet prior to [***] to negotiate in good faith the pricing and guaranteed minimum and maximum purchase volumes for each Product or MKE Product to be sold during the second period. In determining such pricing, the parties shall consider, for each Product or MKE Product: (a) [***], (b) [***], and (c) [***]. The agreed upon pricing, minimum and maximum purchase volumes for each Product or MKE Product shall be attached to this Exhibit A upon the completion of such negotiations. [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit B --------- Form of Purchase Order Exhibit C --------- Acceptable Quality Levels (AQL)
Advice of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
Advice of Legal Counsel. Each Member acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel. This Agreement shall not be construed against either Member by reasons of the drafting or preparation hereof.
Advice of Legal Counsel. Each Borrower, each Credit Party and each Guarantor represents, warrants and covenants that it has consulted with and received advice from its own legal counsel, that it has read this Amendment No. 1 and/or that its legal counsel has explained the contents of this Amendment No. 1, that it understands the terms and conditions of this Amendment No. 1, that it understands the legal consequences of executing this Amendment No. 1, and agrees to execute the same.
Advice of Legal Counsel. Each of the Fiscal Agent, any Paying Agent and any Transfer Agent may consult with such legal counsel as is satisfactory to it, and the written opinion of such legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith, without negligence and in accordance with such opinion.
Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. The parties have executed this Agreement as of the date first above written. QUATRX PHARMACEUTICALS COMPANY By: /s/ Xxxxxx X. Xxxxx -------------------- Name: Xxxxxx X. Xxxxx (print) Title:CEO ESCROW AGENT U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxx -------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO ESCROW AGREEMENT INSTITUTIONAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxx Xxxxx ----------------------- Name: Xxx Xxxxx Title: Investment Director INDIVIDUAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: ____________________________________ Biofund Ventures I LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO Biofund Ventures II LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO SIGNATURE PAGE TO ESCROW AGREEMENT BIO FUND VENTURES II ANNEX FUND LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO THE FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT By: /s/ Xxxxxx Xxxxxxx -------------------- Name: Xxxxxx Xxxxxxx Title: Director of Finance and Corporate Funding BANKINVEST BIOMEDICAL VENTURE III By: /s/ Boarne Xxxxxx /s/ Xxxxxx Xxxxxxxxxx ----------------- --------------------- Name: Boarne Xxxxxx Xxxxxx Tscherning Title: Group CIO Deputy Man. Dir. H&B CAPITAL LP By: /s/ Xxxx Xxxxxxxxx ---------------------- Name: Xxxx Xxxxxxxxx Title: General Partner SIGNATURE PAGE TO ESCROW AGREEMENT HORMOS MEDICAL CORPORATION By: /s/ Xxxxx Xxxxxxxxxxxx ---------------------- Name: Xxxxx Xxxxxxxxxxxx Title: CEO SIGNATURE PAGE TO ESCROW AGREEMENT EXHIBIT A SELLERS AND ESCROW SHARES ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Aboa Venture II 90,808 9,455 37,594 Aaltonen Annukka 146 15 60 Ali-Xxxxxxx Xxxx 3,112 32...