Construction and Representation by Counsel Sample Clauses

Construction and Representation by Counsel. The parties hereto represent that in the negotiation and drafting of this Agreement they have been represented by and relied upon the advice of counsel of their choice. The parties affirm that their counsel have had a substantial role in the drafting and negotiation of this Agreement and, therefore, the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Schedule attached hereto.
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Construction and Representation by Counsel. 48 9.15 No Third-Party Beneficiaries............................................................ 48 9.16 Definitions............................................................................. 48 SCHEDULES ---------
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Construction and Representation by Counsel. Each Party has been represented and has relied upon counsel of its choice during the negotiations and drafting of this Master Agreement. Each Party affirms that its counsel had a substantial role in the drafting of this Master Agreement and, therefore, the rules of construction, which could apply to the effect that any ambiguities are to be resolved against the drafting party, shall not be employed in the interpretation of this Master Agreement.
Sample 1
Construction and Representation by Counsel. The parties hereto represent that in the negotiation and drafting of this Agreement they have been represented by and relied upon the advice of counsel of their choice.
Sample 1
Construction and Representation by Counsel. The parties ------------------------------------------ hereto represent that in the negotiation and drafting of this Agreement they have been represented by and relief upon the advice of counsel of their choice. The parties affirm that their counsel have had a substantial role in the drafting and negotiation of this Agreement and, therefore, the provisions of Section 1654 of the California Civil Code and any other provisions setting forth the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Schedule attached hereto.
Sample 1
Construction and Representation by Counsel. 38 9.13 Severability..................................................................................38 9.14 Dollars.......................................................................................38 9.15 Binding Effect; Assignment....................................................................38 9.16 Definitions...................................................................................39 EXHIBITS AND SCHEDULES Exhibits -------- Exhibit A Closing Balance Sheet Exhibit B Transition Services Agreement Exhibit C Form of Opinion by Xxxxxx, Xxxxxx & Xxxxx LLP Exhibit D Deposit Agreement Exhibit E Pledge Agreement Schedules ---------
Sample 1

Related to Construction and Representation by Counsel

  • Representation by Counsel Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

  • Representation By Counsel; Interpretation The parties acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

  • Representation by Legal Counsel Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • Drafting and Representation The parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted for or against any party because that party or his or its legal representative drafted the provision.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • Representation by Banks Each Bank hereby represents that it is a commercial lender or financial institution which makes loans in the ordinary course of its business and that it will make its Loans hereunder for its own account in the ordinary course of such business; provided, however, that, subject to Section 9.07, the disposition of the Note or Notes held by that Bank shall at all times be within its exclusive control.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Representation by Lenders Each Lender hereby represents that it will acquire its Note for its own account in the ordinary course of its commercial lending business; however, the disposition of such Lender's property shall at all times be and remain within its control and, in particular and without limitation, such Lender may sell or otherwise transfer its Note, any participation interest or other interest in its Note, or any of its other rights and obligations under the Loan Documents.

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