Parties Advised by Counsel. This Agreement has been negotiated between unrelated Parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self interest. In addition, each Party has been represented by legal counsel. This Agreement shall not be interpreted or construed against any Party to this Agreement because that Party or any attorney or representative for that Party drafted or participated in the drafting of this Agreement.
Parties Advised by Counsel. This Agreement has been negotiated between parties who are sophisticated and knowledgeable in the matters contained herein and who have been represented by legal counsel. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and any rule of law (including Section 1654 of the California Civil Code and any other authority of any jurisdiction of similar effect) which would require interpretation of any ambiguities in this Agreement against the drafting party is not applicable and is hereby waived.
Parties Advised by Counsel. This Agreement and each SOW has been negotiated between unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement or that SOW and who have acted in their own self-interest. The parties are sophisticated and were represented by counsel during the negotiation of this Agreement or that SOW. UST and Client acknowledge that this Agreement is based on a template provided by UST Global. Notwithstanding this fact, Client has had the opportunity to review the content and meaning of this Agreement with its counsel. As a result, the parties agree the presumption of any laws or rules relating to the interpretation of contracts against the drafter thereof should not apply, and hereby waive any such presumption. In no event will any ambiguity in this Agreement be construed against the drafter hereof.
Parties Advised by Counsel. The Parties represent and warrant to each other that they have been represented by counsel with respect to this Agreement and all matters covered by and relating to it, that they have been fully advised by such counsel with respect to their rights and with respect to the execution of this Agreement, and that such counsel are authorized and directed to take all action necessary to effect the purposes of this Agreement.
Parties Advised by Counsel. This TDS Agreement has been negotiated between unrelated Parties who are sophisticated and knowledgeable in the matters contained in this TDS Agreement and who have acted in their own self interest. In addition, each Party has been represented by legal counsel. This TDS Agreement shall not be interpreted or construed against any Party to this TDS Agreement because that Party or any attorney or representative for that Party drafted or participated in the drafting of this TDS Agreement.
Parties Advised by Counsel. This Agreement has been negotiated between unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self interest. In addition, each party has been represented by legal counsel. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties, and this Agreement shall not be interpreted or construed against any party to this Agreement because that party or any attorney or representative for that party drafted this Agreement or participated in the drafting of this Agreement. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 45 This Agreement, which comprises the body of this Agreement as well as all Exhibits and other attachments specified herein, is agreed to and accepted by each Party as of the date of execution by each Party as shown below. By: /s/ Dxxxxx X. Xxxxx __________ By: /s/ Jxxxx Xxxxxx Name: Dxxxxx X. Xxxxx __________ Name: Jxxxx Xxxxxx Title: President & CEO __________ Title: Sr. Contracts Manager Date: 6/18/12 ____________________ Date: 6/19/12 *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 46 Statement of Work for ADS-B Hosted Payload Development supporting the Iridium Global Aircraft Monitoring (IGAM) Project, Version [***] dated [***] *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 47
1. IGAM System Requirements Document, Document No. [***]; and
2. IGAM Space Segment-ADS-B Payload Requirements Document No. [***]. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 48 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]...
Parties Advised by Counsel. The Agreement has been negotiated between parties who are sophisticated and knowledgeable in the matters contained herein and who have been represented by legal counsel. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intention of the parties, and any rule of law which would require interpretation of any ambiguities in the Agreement against the drafting party is not applicable and is hereby waived. The Stockholder acknowledges that the Stockholder has been advised by the Company to consult with the Stockholder’s tax advisor to determine the tax consequences of executing the Agreement, and that the Company is not liable for any taxes owed by the Stockholder arising from or relating to actions and agreements under the Agreement.
Parties Advised by Counsel. The advice of independent legal counsel has been obtained by each of the parties prior to the signing of this agreement. The Parties execute this Agreement voluntarily, with full knowledge of the significance and with the express intention of extinguishing all rights and liabilities, except as otherwise expressly provided herein.
Parties Advised by Counsel. This Agreement has been negotiated between InVision on the one hand and Astrophysics and EG&G on the other hand, unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self interests. In addition, each Party has been represented by legal counsel. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the Parties, and this Agreement shall not be interpreted or construed against any Party hereto because that Party or any attorney or representative for that Party drafted or participated in the drafting of this Agreement or any Exhibits, Attachments or Schedules hereto.
Parties Advised by Counsel. This Agreement has been negotiated between unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self interest. In addition, each Party has had the opportunity to seek advice of legal counsel. This Agreement will not be interpreted or construed against any Party because that Party or any attorney or representative for that Party drafted or participated in the drafting of this Agreement. In Witness Whereof, the Parties have executed this Agreement as of the date first set forth above. By: Name: Title: [Type in name of individual Holder]] [for an entity, use the following signature block instead] [Type in name of Holder entity] By: Name: Title:] Address for Notice: Email for Notice: Facsimile for Notice: Common Preferred [Schedule 1 to Support Agreement] ______ ___, 20[●] Internal Revenue Service Ogden Service Center X.X. Xxx 000000 Xxxxx, XX 00000 To whom it may concern:
1. This notice is being provided to the Internal Revenue Service pursuant to the requirements of Treasury Regulations Section 1.897-2(h)(2) by Humacyte, Inc., a Delaware corporation (the “Company”).
2. The following information concerns the Company: Name: Humacyte, Inc. Address: 0000 XX-00 Xxxxxx, XX 00000 Taxpayer I.D.: [XX-XXXXXXX]
3. The attached “Statement Pursuant to Treasury Regulations Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i)” was not requested by a foreign interest holder. It was voluntarily provided by the Company to Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Acquirer”), in response to a request from the Acquirer pursuant to Treasury Regulations Section 1.1445-2(c)(3)(i). The following information concerns the Acquirer: Name: Alpha Healthcare Acquisition Corp. Address: c/o Alpha Healthcare Acquisition Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Taxpayer I.D.: [EIN/SSN/ITIN]
4. The Company has determined that no interest in the Company constitutes a “United States real property interest” (as that term is defined in Section 897(c)(1) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the Treasury Regulations promulgated in connection therewith) because the Company is not and has not been a “United States real property holding corporation” (as that term is defined in Section 897(c)(2) of the Code and the Treasury Regulations promulgated in connection therewith) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and ...
