No Inferences. Inasmuch as this Agreement is the result of negotiations between sophisticated parties of equal bargaining power represented by counsel, no inference in favor of, or against, either party shall be drawn from the fact that any portion of this Agreement has been drafted by or on behalf of such party.
No Inferences. Nothing in this Agreement shall create any inference that any Purchaser is required to register any securities of the Company for resale under the Securities Act, other than the Common Stock issuable pursuant to the Purchase Agreement and the Warrant Common Stock. [Signature page follows]
No Inferences. The Parties acknowledge that this Master Agreement has been fully negotiated by the Parties and their respective legal counsel. In the event of ambiguities in this Master Agreement, no inferences shall be drawn against either Party on the basis of authorship of this Master Agreement.
No Inferences. The Parties acknowledge that this Enterprise Agreement has been fully negotiated by the Parties and their respective legal counsel. In the event of ambiguities in this Enterprise Agreement, no inferences shall be drawn against either Party on the basis of authorship of this Enterprise Agreement.
No Inferences. This Amendment is the joint work product of representatives of Customer and Contractor; accordingly, in the event of ambiguities, no inferences will be drawn against either party, including the party that drafted the Agreement in its final form.
No Inferences. 48 ------------- 12.14 DIVISIONS AND HEADINGS.........................................................................48 ---------------------- 12.15 NO THIRD-PARTY BENEFICIARIES...................................................................48 ---------------------------- 12.16 TAX AND MEDICARE ADVICE AND RELIANCE...........................................................48 ------------------------------------ 12.17 ENTIRE AGREEMENT; AMENDMENT....................................................................48 --------------------------- LIST OF SCHEDULES Schedule 1.1A NCOP Facilities Schedule 1.1B Intellectual Property Schedule 1.1C Leased Real Property Schedule 2.1 License Agreements Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Liabilities Schedule 4.2 Approvals (Seller) Schedule 4.3 Financial Information Schedule 4.4 Xxxxx and Xxxxxx Notes Schedule 4.5 Medicare Participation Schedule 4.6 Employee Benefit Plans Schedule 4.7 Employees and Employee Relations Schedule 4.8 Litigation (Seller) Schedule 4.9 Tax Liabilities Schedule 4.10 Environmental Matters Schedule 4.11 Absence of Changes Schedule 4.12 Legal Compliance (Seller) Schedule 5.2 Approvals (Buyer) Schedule 5.4 Litigation (Buyer) Schedule 5.5 Consents Schedule 5.8 Legal Compliance (Buyer) Schedule 9.2 Employees Schedule 10.2 Purchase Price Allocation LIST OF EXHIBITS Exhibit A General Xxxx of Sale and Assignment Exhibit B Assignment and Assumption of Assumed Contracts Exhibit C Assignment of Trademarks Exhibit D Buying Group Agreement Exhibit E Lease Agreement Exhibit F Mutual Release Agreement Exhibit G Assumption Agreement Exhibit H Resignations of Drs. Xxxxxx and Xxxxxxx Exhibit I Non-Competition Agreement of Seller Exhibit J Technology Transition Agreement Exhibit K Downpayment Escrow Agreement Exhibit L Escrow Agreement Exhibit M Xxxxx Note Exhibit N Xxxxxx Note Exhibit O Cancellation and Termination of Professional Services and Support Agreement Exhibit P Release of Optometric Eye Care Center, P.A. Exhibit Q Non-Competition Agreement of Buyer Exhibit R Promissory Note Exhibit S Security Agreement Exhibit T Personal Guaranty ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into this 12th day of August 2002, to be effective as of the 1st day of August 2002 (the "Effective Date"), by and among OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation ("Parent"), PRIMEVISION HEALTH, INC., a Delaware corporation and a wholly owned subsidiary of Pa...
No Inferences. 51 12.23. No Third Party Beneficiaries....................................................... 51 12.24.
No Inferences. Each Party is represented in this transaction by separate counsel, and the Parties have participated jointly in the negotiation and drafting of this Agreement. If there is an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions of this Agreement. No prior draft of this Agreement, or any negotiations or proceedings in pursuit of this Agreement, shall be offered or received as evidence to explain, construe, interpret, contradict, or clarify the terms of this Agreement or the intent of the Parties or their respective counsel.
No Inferences. Inasmuch as this Lease is the result of negotiations between sophisticated parties of equal bargaining power represented by counsel, no inference in favor of, or against, either party shall be drawn from the fact that any portion of this Lease has been drafted by or on behalf of such party.
No Inferences. The Parties acknowledge that this Agreement has been fully negotiated by the Parties and their respective legal counsel. In the event of ambiguities in this Agreement, no inferences shall be drawn against either Party on the basis of authorship of this Agreement.
