Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 54 contracts
Samples: Purchase Agreement (Panamera Holdings Corp), Stock Purchase and Asset Sale Agreement (Mabwe Minerals Inc.), Stock Purchase Agreement (Sunair Electronics Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 8 contracts
Samples: Asset Purchase Agreement (RDE, Inc.), Asset Purchase Agreement (RDE, Inc.), Limited Liability Company Agreement (Sensus Healthcare, Inc.)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 8 contracts
Samples: Waste Supply and Disposal Agreement, Merger Agreement (Republic Industries Inc), Agreement and Plan of Merger (Bioenvision Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; , (b) said party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; , (d) said party has acted voluntarily and of its own free will in executing this Agreement; , (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Limited Liability Company Ownership Interest Purchase Agreement (Generex Biotechnology Corp)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice advise of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 6 contracts
Samples: Merger Agreement (Republic Industries Inc), Asset Purchase Agreement (Level 8 Systems Inc), Stock Purchase Agreement (Brassie Golf Corp)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto agrees that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Kellstrom Industries Inc), Stock Purchase Agreement (Banner Aerospace Inc), Merger Agreement (Americas Senior Financial Services Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; , (b) said party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; , (d) said party has acted voluntarily and of its own free will in and executing this Agreement; , (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 4 contracts
Samples: Stock Purchase Agreement (American Physicians Capital Inc), Stock Purchase Agreement (Critical Home Care Inc), Stock Purchase Agreement (Arcadia Resources, Inc)
Arms’ Length Negotiations. Each party herein hereto expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed himself or itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon his or its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of his or its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 3 contracts
Samples: Purchase Agreement (Foundation Health Systems Inc), Purchase Agreement (Advance Paradigm Inc), Merger Agreement (Advance Paradigm Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; , (b) said party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; , (d) said party has acted voluntarily and of its own free will in executing this Agreement; , (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 3 contracts
Samples: Asset Purchase Agreement (24/7 Media Inc), Stock Purchase Agreement (Critical Home Care Inc), Asset Purchase Agreement (Critical Home Care Inc)
Arms’ Length Negotiations. Each party herein expressly --------------------------- represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 3 contracts
Samples: Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice advise of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's arm's-length negotiations conducted by and among the parties and their respective counsel.
Appears in 3 contracts
Samples: Acquisition Agreement (Packaging Dynamics Corp), Acquisition Agreement (Packaging Dynamics Corp), Non Competition Agreement (Packaging Dynamics Corp)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of its own counsel with respect to this Agreement and the transactions contemplated hereby before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 3 contracts
Samples: Merger Agreement (Bonfire Productions, Inc.), Merger Agreement (Baron Energy Inc.), Merger Agreement (Techniscan)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all the other parties party hereto that (a) before executing this Agreement, said such party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said such party has relied solely and completely upon its own judgment in executing this Agreement; (c) said such party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said such party has acted voluntarily and of its own free will in executing this Agreement; (e) said such party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase and Sale Agreement
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all the other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of its own counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. [signatures on next page]
Appears in 2 contracts
Samples: Separation Agreement (Autonation Inc /Fl), Employment Agreement (Autonation Inc /Fl)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (ai) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (bii) said party has relied solely and completely upon its own judgment in executing this Agreement; (ciii) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (div) said party has acted voluntarily and of its own free will in executing this Agreement; (ev) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (fvi) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. * * * *
Appears in 2 contracts
Samples: Asset Purchase Agreement (Florida Panthers Holdings Inc), Asset Purchase Agreement (Florida Panthers Holdings Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. [Signatures on following pages]
Appears in 2 contracts
Samples: Merger Agreement (Aviation Sales Co), Merger Agreement (Aviation Sales Co)
Arms’ Length Negotiations. Each party herein hereto expressly represents and warrants to all other parties hereto that (ai) before executing this Agreement, said party has fully informed himself or itself of the terms, contents, conditions conditions, and effects of this Agreement; (bii) said party has relied solely and completely upon his or its own judgment in executing this Agreement; (ciii) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (div) said party has acted voluntarily and of his or its own free will in executing this Agreement; (ev) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (fvi) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Merger Agreement (Katz Media Group Inc), Merger Agreement (Katz Media Group Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all the other parties hereto that that: (a) before executing this Agreement, said the party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said the party has relied solely and completely upon its own judgment in executing this Agreement; (c) said the party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said the party has acted voluntarily and of its own free will in executing this Agreement; (e) said the party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Stockholders' Agreement (Ginsburg Robert), Subscription Agreement (Marlton Technologies Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's arm's-length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Registration Rights Agreement (Packaging Dynamics Corp), Registration Rights Agreement (Packaging Dynamics Corp)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully Dilly informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties panics and their respective counsel.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Fine Air Services Corp), Purchase and Sale Agreement (Fine Air Services Corp)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; , (b) said party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice advise of counsel before executing this Agreement; , (d) said party has acted voluntarily and of its own free will in executing this Agreement; , (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's arm’s-length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Silver Point Capital L.P.), Asset Purchase Agreement (U S Energy Systems Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Marketing and Advertising Agreement, Stock Exchange Agreement (Immediatek Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of independent counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Stock Purchase Agreement (CMG Holdings, Inc.), Stock Purchase Agreement (CMG Holdings Group, Inc.)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained obtain the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Merger Agreement (Republic Waste Industries Inc), Agreement and Plan of Reorganization (Capital Media Group LTD)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; , (b) said party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; , (d) said party has acted voluntarily and of its own free will in and executing this Agreement; , (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Stock Subscription Agreement (Probe Manufacturing Inc), Stock Subscription Agreement (Probe Manufacturing Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 2 contracts
Samples: Employment Agreement (Equity Media Holdings CORP), Employment Agreement (Equity Media Holdings CORP)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counselparties.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prentiss Properties Trust/Md)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel. Each party herein expressly waives any rule of construction which could construe a document against the drafter.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants Options to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein Buyer, on the one hand, and Seller, on the other hand expressly represents represent and warrants warrant to all the other parties hereto that (a) before executing this Agreement, said party such Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party such Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party such Party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party such Party has acted voluntarily and of its own free will in executing this Agreement; (e) said party such Party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Grand Canyon Education, Inc.)
Arms’ Length Negotiations. Each party herein Party expressly represents and ------------------------- warrants to all other parties hereto Parties that (a) before executing this Agreement, said party such Party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party such Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party such Party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party such Party has acted voluntarily and of its own free will in executing this Agreement; (e) said party such Party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Measurement Specialties Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties the opposing party hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; . (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Samples: Software Purchase and Development Agreement (AMJ Global Technology)
Arms’ Length Negotiations. Each party herein expressly represents and --------------------------- warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counselparties.
Appears in 1 contract
Samples: Agreement (Genesis Bioventures Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto Hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. (SIGNATURES PAGE FOLLOWS)
Appears in 1 contract
Arms’ Length Negotiations. Each party herein hereto expressly represents and warrants to all other parties hereto agrees that -------------------------
(a) before executing this Agreement, said party it has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party it has relied solely and completely upon its own judgment in executing this Agreement; (c) said party it has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party it has acted voluntarily and of its own free will in executing this Agreement; (e) said party it is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. [THIS SPACE INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Post Closing Resolution Agreement (Timco Aviation Services Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (( e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. *****
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all the other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of its own counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein Party expressly represents and warrants to all the other parties hereto Party that (a) before executing this Agreement, said party Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party Party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party Party has acted voluntarily and of its own free will in executing this Agreement; (e) said party Party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Samples: Waste Disposal Agreement
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (ec) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. [SIGNATURE PAGE FOLLOWS]
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly -------------------------- represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Display Technologies Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of its own counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice advise of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Merger Agreement (Mce Companies Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions conditions, and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Stock for Asset Purchase Agreement (Medical Manager Corp)
Arms’ Length Negotiations. Each party herein Buyer, on the one hand, and the Company and Seller on the other hand, expressly represents represent and warrants warrant to all the other parties hereto that (a) before executing this Agreement, said such party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said such party has relied solely and completely upon its own judgment in executing this Agreement; (c) said such party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said such party has acted voluntarily and of its own free will in executing this Agreement; (e) said such party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penske Automotive Group, Inc.)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself (or has had the opportunity to do so) of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein Party expressly represents and warrants to all other parties Parties hereto that (a) before executing this Agreement, said party Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; , (b) said party Party has relied solely and completely upon its own judgment in executing this Agreement; , (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; , (d) said party Party has acted voluntarily and of its own free will in executing this Agreement; , (e) said party Party is not acting under duress, whether economic or physical, in executing this Agreement; , and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (( e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Arms’ Length Negotiations. Each party herein hereto expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Reeds Inc)
Arms’ Length Negotiations. Each party Party herein expressly represents and warrants to all other parties Parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's ’s length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party Party herein expressly represents and warrants to all other parties Parties hereto that (a) before executing this Agreement, said party Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party Party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party Party has acted voluntarily and of its own free will in executing this Agreement; (e) said party Party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties Parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein hereto expressly represents and warrants to all other parties hereto agrees that -------------------------
(a) before executing this Agreement, said party it has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party it has relied solely and completely upon its own judgment in executing this Agreement; (c) said party it has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party it has acted voluntarily and of its own free will in executing this Agreement; (e) said party it is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Samples: Post Closing Resolution Agreement (Timco Aviation Services Inc)
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all the other parties hereto that party that: (a) before executing this Agreement, said the party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said the party has relied solely and completely upon its own judgment in executing this Agreement; (c) said the party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said the party has acted voluntarily and of its own free will in executing this Agreement; (e) said the party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that that: (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.. (Continued on Signature Page)
Appears in 1 contract
Arms’ Length Negotiations. Each party herein expressly represents and ------------------------- warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel.
Appears in 1 contract
