Common use of Representation of Counsel; Mutual Negotiation Clause in Contracts

Representation of Counsel; Mutual Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’s-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties’ respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s prior representation of the other party in an unrelated matter.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Huron Consulting Group Inc.), Asset Purchase Agreement (Huron Consulting Group Inc.), Membership Interest Purchase and Sale Agreement (Huron Consulting Group Inc.)

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Representation of Counsel; Mutual Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’sarm's-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties' respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s 's prior representation of the other party in an unrelated matter.

Appears in 3 contracts

Samples: Asset Purchase Agreement (B&g Foods Inc), Asset Purchase Agreement (Del Monte Foods Co), Intellectual Property Purchase Agreement (China Health Holding, Inc.)

Representation of Counsel; Mutual Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’s-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties’ respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s prior representation of the other party in an unrelated matter.. [Signature Page Follows]

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement

Representation of Counsel; Mutual Negotiation. Each party --------------------------------------------- has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’sarm's-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties' respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s 's prior representation of the other party in an unrelated matter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Beringer Wine Estates Holdings Inc)

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Representation of Counsel; Mutual Negotiation. Each party has had the ------------------------- opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’sarm's-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties' respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s 's prior representation of the other party in an unrelated matter.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nutrisystem Com Inc)

Representation of Counsel; Mutual Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the parties, at arm’sarm's-length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party. The parties' respective counsel may not be disqualified from representing their clients in indemnification or other disputes arising out of this transaction by virtue of such counsel’s 's prior representation of the other party in an unrelated matter. (The remainder of this page intentionally left blank).

Appears in 1 contract

Samples: Asset Purchase Agreement (Imperial Sugar Co /New/)

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