Preparation of this Agreement. Buyer and Sellers hereby acknowledge that (i) Buyer and Sellers jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (ii) Buyer and Sellers have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (iii) no presumption shall be made that any provision of this Agreement shall be construed against either party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.
Preparation of this Agreement. The terms and provisions of this Agreement were arrived at after arm’s length negotiations, and therefore, for the purposes of interpreting this Agreement, each Party shall be deemed to have participated and cooperated equally in the drafting and preparation of this Agreement. This Agreement shall not be interpreted against any Party in favor of any other Party due to its drafting.
Preparation of this Agreement. The Parties have read this Agreement and have voluntarily executed this Agreement. Each Party has had substantial input into the drafting and preparation of this Agreement and has had the opportunity to exercise business discretion in relation to the negotiation of the details of this Agreement. This Agreement is the result of arm’s-length negotiations from equal bargaining positions. This Agreement shall not be construed against either Party, and no consideration shall be given or presumption made on the basis of who drafted this Agreement or any particular provision of this Agreement or who supplied the form of Agreement.
Preparation of this Agreement. This Agreement has been prepared by Gxxxxxxxx Txxxxxx LLP (“GT”) solely as counsel to the Company. GT is not acting as legal counsel nor providing any legal representation to HCFP or Lxxxxx in connection with this Agreement and the Company has advised HCFP and Lxxxxx to seek independent legal advice in connection with the preparation and negotiation of this Agreement.
Preparation of this Agreement. In the event of any dispute regarding this Agreement, no presumption or burden of proof shall be imposed on any Party by reason of the preparation of this Agreement by its counsel.
Preparation of this Agreement. The Parties hereby acknowledge that (i) Licensor, on the one hand, and Licensee, on the other hand, jointly and equally participated in the drafting of this Agreement, (ii) Licensor, on the one hand, and Licensee, on the other hand, have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (iii) no presumption will be made that any provision of this Agreement will be construed against any Party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.
Preparation of this Agreement. Each of Toshiba and the SanDisk Parties hereby acknowledges and agrees that (a) Toshiba and the SanDisk Parties jointly and equally participated in the drafting of this Agreement and all other agreements contemplated * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 19 hereby, (b) Toshiba and the SanDisk Parties have been adequately represented and advised by legal counsel with respect to this Agreement and the Equipment Transactions and (c) no presumption shall be made that any provision of this Agreement shall be construed against any Party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.
Preparation of this Agreement. Exhibit A Form of Assignment and Assumption Agreement Exhibit B Deposit Escrow Agreement Exhibit C Form of Headquarters Lease Exhibit D Form of Trademark License Agreement Exhibit E Form of Bill of Sale Exhibit F Bankruxxxx Court Approval ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated as of April 21, 2003 (the "Agreement Date") by and among National Steel Corporation, a Delaware corporation (the "Company"), the Subsidiaries of the Company set forth on the signature pages hereto and in Schedule 1 (collectively with the Company, the "Sellers" and each a "Seller") and United States Steel Corporation, a Delaware corporation (together with any designated Subsidiaries, "Buyer").
Preparation of this Agreement. Buyer and the Sellers hereby acknowledge that (a) Buyer and the Sellers jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (b) Buyer and the Sellers have been adequately represented and advised by legal counsel with respect to this Agreement and the Transactions, and (c) no presumption shall be made that any provision of this Agreement shall be construed against either Party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby. 10.19 Releases. Effective as of the Closing, each of the Sellers on their own behalf and on behalf of their past, present, and future predecessors, successors and assigns hereby unconditionally, irrevocably, and fully forever release, remise, acquit, relinquish, irrevocably waive, and discharge, in their capacity as purchaser of the Purchased Assets, the Buyer, Administrative Agent and the Lenders, and each of their respective former, current or future officers, employees, directors, agents, representatives, owners, members, partners, financial advisors, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, and predecessors in interest, each in their capacity as such, of and from any and all Claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses,
Preparation of this Agreement. Buyer, Canadian Companies and Sellers hereby acknowledge that (a) Buyer, Canadian Companies and Sellers jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (b) Buyer, Canadian Companies and Sellers have been adequately represented and advised by legal counsel with respect to this Agreement and the Transaction, and (c) no presumption shall be made that any provision of this Agreement shall be construed against either party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.
