Opportunity to Negotiate, Consider and Consult with Counsel Sample Clauses

Opportunity to Negotiate, Consider and Consult with Counsel. The terms of this Agreement are the product of negotiations between the Parties hereto, and the Parties stipulate that the consideration given to support the obligations of this Agreement is the full consideration agreed to, and that neither has received any other promises, inducements, or concessions in support of the duties imposed. In executing this Agreement, Xxxxx has not relied on any representation, compromise, conduct or action made by or on behalf of Defendants or Defendants’ attorneys. Xxxxx acknowledges that she has obtained the advice of competent counsel regarding this Agreement and agrees that she has been given a reasonable period of time within which to consider this Agreement. Xxxxx and Defendants confirm that they have had this Agreement explained to them by their respective attorneys, they are relying on their own judgment and on the advice of 1 The defined terms included in the Settlement and Release Agreement executed by the parties are incorporated by reference. their respective attorneys in executing this Agreement, and each confirms their competence to understand and does hereby accept the terms and conditions of the Agreement.
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Opportunity to Negotiate, Consider and Consult with Counsel. The terms of this Agreement are the product of negotiations between the Parties, and the Parties stipulate that the consideration given to support the obligations of this Agreement is the full consideration agreed to. Each Party acknowledges that it has obtained the advice of legal counsel and agrees that each of them has been given a reasonable period of time within which to consider this Agreement. Each of the Parties confirm that they have had this Agreement explained to them by their respective attorneys, they are relying on their own judgment and on the advice of their respective attorneys, and each confirms their competence to understand and accept the terms and conditions of the Agreement.
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Opportunity to Negotiate, Consider and Consult with Counsel. A. The terms of this Agreement are the product of lengthy, arms-length negotiations between the Parties. The negotiations included a private mediation with Xxxxxxx Xxxxxxx on March 10, 2021. The parties did not reach agreement at mediation, but reached the agreement described here in July 2021. B. The Parties agree that the consideration given to support the obligations under this Agreement is adequate and sufficient in all respects and that the Parties have not made, received, or been made any promise, inducement, or concession not set forth in this Agreement in support of the obligations imposed. C. The Parties acknowledge that they have been represented by counsel throughout the negotiation of this Agreement and the Lawsuit.
Sample 1
Opportunity to Negotiate, Consider and Consult with Counsel. The terms of this Agreement are the product of negotiations between the Parties, and the Parties stipulate that the consideration given to support the obligations of this Agreement is the full consideration agreed to, and that neither has received any other promises, inducements, or concessions in support of the duties imposed. In executing this Agreement, Plaintiff has not relied on any representation, compromise, conduct or action made by and/or on behalf of Defendant or Defendant’s attorneys. Plaintiff acknowledges that Plaintiff has obtained the advice of counsel and agree that Plaintiff has been given a reasonable period of time within which to consider this Agreement. Plaintiff and Defendant confirm that they had the opportunity to consult with counsel about this Agreement and did so to their satisfaction; they are relying on their own judgment and on the advice of their respective attorneys, and each confirms their competence to understand and authority to execute this Agreement; and do hereby accept the terms and conditions of this Agreement. C. The Parties acknowledge and agree that this is a fair and reasonable settlement of Plaintiff’s claims, for among other reasons, the following: (i) Xxxxx was a plaintiff in an action in the United States District Court for the Northern District of Illinois, entitled or captioned Xxxxxxx X. Xxxxx on behalf of himself and all other plaintiffs, known and unknown, v. 7-Beauty, Inc., d/b/a 7 Beauty Supply, Xxxxxx Xxx, individually, and Xxxxx Xxx, individually , Case No.: 10-CV-2225 (hereinafter referred to as the “Lawsuit”), in which he seeks overtime compensation and for other relief under the Fair Labor Standards Act (“FLSA”). (ii) Defendants deny all material allegations of wrongful conduct contained therein and further deny that Xxxxx is entitled to any relief whatsoever. (iii) Assuming arguendo, for settlement purposes only, that Plaintiff, as he claims, was improperly designated as an independent contractor and not compensated for his overtime, the settlement payment fully satisfies Plaintiff's claim for any unpaid overtime he could arguably claim.
Sample 1
Opportunity to Negotiate, Consider and Consult with Counsel. A. The terms of this Agreement are the product of lengthy, arms-length negotiations between the Parties. The negotiations included two full-day private mediations with former Magistrate Judge for the United States District Court for the Eastern District of Virginia, F. Xxxxxxxx Xxxxxxxx, Esquire. The first mediation was held on October 23, 2019 in Bethesda, Maryland. The second mediation was held on April 23, 2020, via video conference. B. The Parties agree that the consideration given to support the obligations under this Agreement is adequate and sufficient in all respects and that the Parties have not received or been made any promise, inducement, or concession not set forth in this Agreement in support of the obligations imposed. C. The Parties acknowledge that they have been represented by competent counsel throughout the negotiation of this Agreement and the Lawsuit.
Sample 1

Related to Opportunity to Negotiate, Consider and Consult with Counsel

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Bank May Consult With Counsel Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

  • Right to Consult Counsel The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

  • Consultation with Counsel The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

  • Opportunity to Review Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.

  • Opportunity to Cure The COUNTY may, at its sole discretion, provide the AGENCY with a Notice to Cure a breach of this Contract. If the AGENCY fails to cure the breach to the COUNTY’S satisfaction within the time provided in the Notice to Cure, the COUNTY may terminate this Contract for cause.

  • Opportunity to Ask Questions You have had the opportunity to ask questions about the Company and the investment. All your questions have been answered to your satisfaction.

  • Opportunity to Remedy If the Funder considers that it is appropriate to allow the HSP an opportunity to remedy a breach of this Agreement, the Funder may give the HSP an opportunity to remedy the breach by giving the HSP Notice of the particulars of the breach and of the period of time within which the HSP is required to remedy the breach. The Notice will also advise the HSP that the Funder may terminate this Agreement: at the end of the Notice period provided for in the Notice if the HSP fails to remedy the breach within the time specified in the Notice; or prior to the end of the Notice period provided for in the Notice if it becomes apparent to the Funder that the HSP cannot completely remedy the breach within that time or such further period of time as the Funder considers reasonable, or the HSP is not proceeding to remedy the breach in a way that is satisfactory to the Funder.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • OPPORTUNITY TO DISCUSS The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

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