PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement was prepared by the Companies solely on behalf of such party. Each party acknowledges that: (i) he or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Except as expressly set forth in this Agreement, each party shall pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Ifs International Inc), Agreement for Services (Ifs International Holdings Inc), Employment Agreement (Ifs International Inc)
PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement was -------------------------------------------- prepared by the Companies Company solely on behalf of such party. Each party acknowledges that: (i) he he, she or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he he, she or it under any belief or understanding that such legal counsel was representing his his, her or its interests. Except as expressly set forth in this Agreement, each party shall pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (Pinnacle Oil International Inc), Employment Agreement (Pinnacle Oil International Inc), Employment Agreement (Pinnacle Oil International Inc)
PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement -------------------------------------------- was prepared by the Companies Pinnacle International solely on behalf of such party. Each party acknowledges that: (i) he he, she or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions transaction contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions transaction contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions transaction contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his his, her or its interests. Except as expressly set forth in this Agreement, each party shall pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 2 contracts
Samples: Technology Agreement (Pinnacle Oil International Inc), Technology Agreement (Pinnacle Oil International Inc)
PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement was prepared by the Companies solely on behalf of such party. Each party acknowledges that: (i1) he he, she or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii2) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii3) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he he, she or it under any belief or understanding that such legal counsel was representing his his, her or its interests. Except as expressly set forth in this Agreement, each party shall pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 1 contract
Samples: Research and Development (Clean Energy Combustion Systems Inc)
PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement was prepared by the Companies Company solely on behalf of such partythe Company. Each party acknowledges that: (i) he he, she or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions transaction contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions transaction contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions transaction contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his his, her or its interests. Except as expressly set forth in this Agreement, each party shall each pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against the Company or any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Clean Energy Combustion Systems Inc)
PREPARATION OF AGREEMENT; COSTS AND EXPENSES. This Agreement was prepared by the Companies solely on behalf of such party. Each party acknowledges that: (i) he or it had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Except as expressly set forth in this Agreement, each party shall pay all legal and other costs and expenses incurred or to be incurred by such party in negotiating and preparing this Agreement; in performing due diligence or retaining professional advisors; in performing any transactions contemplated by this Agreement; or in complying with such party's covenants, agreements and conditions contained herein. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
Appears in 1 contract