Common use of Independent Review and Advice Clause in Contracts

Independent Review and Advice. Restricted Person represents and warrants that Restricted Person: (a) has carefully read this Agreement; (b) 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) 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) has been advised to, and has had the opportunity to, consult with Restricted Person’s personal attorney prior to entering into this Agreement; and (e) is entering into this Agreement of Restricted Person’s own free will. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Restricted Person acknowledges that (i) prior to the Closing Date Xxxxxxxxxx Xxxxxxx LLP (“LS”) represents the Company and (ii) Weil, Gotshal & Xxxxxx LLP (“WGM”) represents Parent, MergerSub and the Surviving Corporation, and neither LS nor WGM represent Restricted Person in connection with the Merger Agreement, this Agreement, or any of the transactions contemplated thereby or hereby.

Independent Review and Advice. Restricted Person represents and warrants that Restricted Person: (a) has carefully read this Agreement; (b) 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) 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) has been advised to, and has had the opportunity to, consult with Restricted Person’s personal attorney prior to entering into this Agreement; and (e) is entering into this Agreement of Restricted Person’s own free will. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof. Restricted Person acknowledges that (i) prior to the Closing Date Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP (“LSD&W”) represents the Company and (ii) Weil, Gotshal & Xxxxxx LLP (“WGM”) represents Parent, MergerSub and the Surviving Corporation, and neither LS D&W nor WGM represent Restricted Person in connection with the Merger Agreement, this Agreement, or any of the transactions contemplated thereby or hereby.