Negotiation, Representation and Construction Sample Clauses

Negotiation, Representation and Construction. This Agreement and all Loan Documents are the product of negotiation between sophisticated individuals, each of whom were either represented by counsel or had an opportunity to be so represented, and each of whom had an opportunity to participate in and did participate in, the drafting of each provision hereof, and the parties agree that, (a) each party has contributed to the drafting of this Agreement and all Loan Documents, (b) this Agreement and all Loan Documents have been prepared jointly, (c) each party has read and understands this Agreement and all Loan Documents, (d) each party was represented by legal counsel (or had the opportunity to be represented by legal counsel) in connection with this Agreement and all Loan Documents, and that each of them and their counsel have reviewed this Agreement, or have had an opportunity to do so. Accordingly, the provisions herein contained shall not be construed against either Borrower or Lender as having been the person or persons responsible for the preparation thereof, and the parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Loan Documents or any amendments hereto or thereto. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [Signature page follows]
Sample 1
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Negotiation, Representation and Construction. This Instrument is the product of negotiation between sophisticated individuals, each of whom were either represented by counsel or had an opportunity to be so represented, and each of whom had an opportunity to participate in and did participate in, the drafting of each provision hereof, and the parties agree that, (a) Debtor has contributed to the drafting of this Instrument, (b) this Instrument has been prepared jointly, (c) Debtor has read and understands this Instrument, and (d) Debtor was represented by legal counsel (or had the opportunity to be represented by legal counsel) in connection with this Instrument, and Debtor and its counsel have reviewed this Agreement, or have had an opportunity to do so. Accordingly, the provisions herein contained shall not be construed against either Debtor or Secured Party as having been the person or persons responsible for the preparation thereof, and the parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Loan Documents or any amendments hereto or thereto.
Sample 1
Negotiation, Representation and Construction. This Agreement and all Loan Documents are the product of negotiation between sophisticated individuals, each of whom were either represented by counsel or had an opportunity to be so represented, and each of whom had an opportunity to participate in and did participate in, the drafting of each provision hereof, and the parties agree that, (a) each party has contributed to the drafting of this Agreement and all Loan Documents, (b) this Agreement and all Loan Documents have been prepared jointly, (c) each party has read and understands this Agreement and all Loan Documents, (d) each party was represented by legal counsel (or had the opportunity to be represented by legal counsel) in connection with this Agreement and all Loan Documents, and that each of them and their counsel have reviewed this Agreement, or have had an opportunity to do so. Accordingly, the provisions herein contained shall not be construed against either Borrower or Secured Party or any Secured Party as having been the person or persons responsible for the preparation thereof, and the parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Loan Documents or any amendments hereto or thereto.
Sample 1

Related to Negotiation, Representation and Construction

  • Interpretation and Construction When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

  • Definitions and Construction 1 1.1 Definitions.....................................................................................1 1.2

  • Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

  • Severability and Construction Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

  • Review and Construction of Documents 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 legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

  • Governing Law and Construction THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto.

  • Design and Construction In complying with the requirements of the specification both with respect to arrangement and detail, design is to conform to the best current engineering practice. Each of the several parts of the material is to be of the maker’s standard design provided that this design is in general accordance with the specification. The essence of design should be simplicity and reliability in order to give long continuous service with high economy and low maintenance cost. Particular attention should be paid to internal and external access in order to facilitate inspection, cleaning and maintenance. The design dimensions and materials of all parts are to be such that they will not suffer damage as a result of stresses under the most severe conditions. Fully detailed specifications of the several parts of the material are to be submitted describing particularly the materials to be used. The materials used in the construction of the material are to be of the highest quality and selected particularly to meet the duties required of them. Mechanisms are to be constructed to avoid sticking due to rust or corrosion. Workmanship and general finish are to be of the highest class throughout. All similar parts of the material are to be interchangeable. All equipment is to operate without undue vibration and with the least possible amount of noise and is not to cause a nuisance. All equipment is to be designed to minimize the risk of fire and any damage, which may be caused in the event of fire. The equipment is also to be designed to prevent ingress of all vermin, accidental contact with live parts and to minimize the ingress of dust and dirt. The use of materials, which may be liable to attack by termites or other insects, is to be avoided.

  • ADDITIONAL CONSTRUCTIONS The Promoter undertakes that it has no right to make additions or to put up additional structure(s) anywhere in the Project after the building plan has been approved by the competent authority(ies) except for as provided in the Act.

  • Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

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