Common use of Independent Review and Advice Clause in Contracts

Independent Review and Advice. Employee represents and warrants that Employee has carefully read this Agreement; that Employee executes this Agreement with full knowledge of the contents of this Agreement, the legal consequences thereof, and any and all rights which each party may have with respect to one another; that Employee has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of such matters; that Employee has been advised to, and has had the opportunity to, consult with Employee’s personal attorney prior to entering into this Agreement; and that Employee is entering into this Agreement of Employee’s own free will. Employee expressly agrees that he or she has no expectations or understandings contrary to the Agreement and no usage of trade or regular practice in the industry shall be used to modify this Agreement. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Employee acknowledges that Xxxxx Xxxxxx Xxxxx Tischman Xxxxxxx & Xxxxx P.A. and Stroock & Stroock & Xxxxx LLP represent the Company and do not represent Employee in connection with this Agreement, the Purchase Agreement, or any of the transactions contemplated thereby or hereby.

Appears in 4 contracts

Samples: Non Competition and Non Solicitation Agreement (Sirna Therapeutics Inc), Non Competition and Non Solicitation Agreement (Sirna Therapeutics Inc), Non Competition and Non Solicitation Agreement (Sirna Therapeutics Inc)

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Independent Review and Advice. Employee represents and warrants that Employee has carefully read this Agreement; that Employee executes this Agreement with full knowledge of the contents of this Agreement, the legal consequences thereof, and any and all rights which each party may have with respect to one another; that Employee has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of such matters; that Employee has been advised to, and has had the opportunity to, consult with Employee’s personal attorney prior to entering into this Agreement; and that Employee is entering into this Agreement of Employee’s own free will. Employee expressly agrees that he or she has no expectations or understandings contrary to the Agreement and no usage of trade or regular practice in the industry shall be used to modify this Agreement. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Employee acknowledges that Xxxxx Xxxxxx Xxxxx Sxxxx Cxxxxx Rxxxx Tischman Xxxxxxx Exxxxxx & Xxxxx Gxxxx P.A. and Stroock & Stroock & Xxxxx Lxxxx LLP represent the Company and do not represent Employee in connection with this Agreement, the Purchase Agreement, or any of the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Non Competition and Non Solicitation Agreement (Sirna Therapeutics Inc)

Independent Review and Advice. Employee represents and warrants that Employee has carefully read this Agreement; that Employee executes this Agreement with full knowledge of the contents of this Agreement, the legal consequences thereof, and any and all rights which each party may have with respect to one another; that Employee has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of such matters; that Employee has been advised to, and has had the opportunity to, consult with Employee’s 's personal attorney prior to entering into this Agreement; and that Employee is entering into this Agreement of Employee’s 's own free will. Employee expressly agrees that he or she has no expectations or understandings contrary to the Agreement and no usage of trade or regular practice in the industry shall be used to modify this Agreement. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Employee acknowledges that Xxxxx Xxxxxx Xxxxx Sills Cummis Radin Tischman Xxxxxxx Epstein & Xxxxx Gross P.A. and Stroock & Stroock Stxxxxx & Xxxxx LLP Xxxxn XXX represent the Company and xxx Xxxpanx xxx do not represent Employee in connection xxxxxction with this Agreement, the Purchase Agreement, or any of the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Solicitation Agreement (Ribozyme Pharmaceuticals Inc)

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Independent Review and Advice. Key Employee represents and warrants (a) that Key Employee has carefully read this Agreement; (b) that Key Employee executes this Agreement with full knowledge of the contents of this Agreement, the legal consequences thereof, and any and all rights which each party may have with respect to one another; (c) that Key Employee has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of such matters; (d) that Key Employee has been advised to, and has had the opportunity to, consult with Key Employee’s personal attorney prior to entering into this Agreement; and (e) that Key Employee is entering into this Agreement of Key Employee’s own free will. Key Employee expressly agrees that he or she has no expectations or understandings contrary to the Agreement and no usage of trade or regular practice in the industry shall be used to modify this Agreement. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Key Employee acknowledges that Xxxxx Xxxxxx Xxxxx Tischman Xxxxxxx & Xxxxx P.A. and Stroock & Stroock & Xxxxx Godward LLP represent represents the Company and do does not represent Key Employee in connection with this the Merger Agreement, the Purchase this Agreement, or any of the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NextWave Wireless LLC)

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