Negotiation of Agreement. Each of the Buyer and the Seller acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties and this Agreement.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Asset Purchase Agreement (Higher One Holdings, Inc.), Purchase and Sale Agreement (Envestnet, Inc.)
Negotiation of Agreement. Each of the Buyer and the Seller acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counselAgreement. Each Party party and its counsel cooperated in the drafting and preparation of this Agreement and the Ancillary Agreements and any other documents referred relating to the transaction described herein, and any and all drafts relating thereto shall be deemed the work product of the Parties parties and may not be construed against any Party party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties parties and this Agreement.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Nokia Corp)
Negotiation of Agreement. Each of the Buyer and the Seller acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties and may not be construed against any either Party by reason of its preparation. Accordingly, any rule of law Law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties and this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)
Negotiation of Agreement. Each of the Company, the Seller, the Buyer and the Seller Guarantor acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties parties and may not be construed against any Party party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties parties and this Agreement.
Appears in 1 contract
Negotiation of Agreement. Each of the Buyer and the Seller acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties parties and may not be construed against any Party party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties parties and this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Information Services Group Inc.)
Negotiation of Agreement. Each of the Buyer and the Seller acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties parties and may not be construed against any Party party by reason of its preparation. Accordingly, any rule of law Law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties parties and this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dean Foods Co)
Negotiation of Agreement. Each of the Buyer and the Seller acknowledges parties acknowledge that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Asset Purchase Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party and its counsel party cooperated in the drafting and preparation of this Asset Purchase Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties parties and may not be construed against any Party party by reason of its preparation. Accordingly, any rule of law law, or any legal decision that would require interpretation of any ambiguities in this Asset Purchase Agreement against the Party party that drafted it it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties and this Agreement.
Appears in 1 contract
Samples: Master Transaction Agreement (Basic Care Networks Inc)