Review and Counsel Sample Clauses

Review and Counsel. [redacted - private identifying information] has reviewed this Agreement in its entirety, and has had the opportunity to obtain the advice of legal counsel prior to executing this Agreement and either has obtained such advice or has freely chosen to not obtain such advice and fully understands all provisions of this Agreement.
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Review and Counsel. Xxxxxxx hereby acknowledges that, in connection with this Agreement, he is acting of his own free will, that he has been afforded ample opportunity to read and review the terms of this Agreement, that he has read and reviewed the terms of this Agreement, that he has been represented by counsel of his own selection and has relied upon the advice of such counsel in connection with this Agreement and that he is voluntarily entering into this Agreement with full knowledge of its provisions and effects.
Review and Counsel. Each Seller has reviewed this Agreement in its entirety, and has had the opportunity to obtain the advice of legal counsel prior to executing this Agreement and either has obtained such advice or has freely chosen to not obtain such advice and fully understands all provisions of this Agreement.
Review and Counsel. Xxxxx understands that he may take up to twenty-one (21) days to consider this Agreement, its benefits, and its consequences. He acknowledges that he has been advised that he should seek the advice of an attorney before signing this Agreement, and that has had an adequate opportunity to do so. Xxxxx also understands that he will have seven (7) days after signing this Agreement to revoke it and that it will not become effective and enforceable until this revocation period has expired. Xxxxx further understands that the Company is not obligated under this Agreement until at least 10 days after receipt by the Company of the fully executed original of this Agreement.
Review and Counsel. Model hereby acknowledges that, in connection with this Agreement, he is acting of his own free will, that he has been afforded ample opportunity to read and review the terms of this Agreement, that he has read and reviewed the terms of this Agreement, that he has been represented by counsel of his own selection and has relied upon the advice of such counsel in connection with this Agreement and that he is voluntarily entering into this Agreement with full knowledge of its provisions and effects.
Review and Counsel. [redacted - private identifying information] has reviewed this Agreement in its entirety, and has had the opportunity to obtain the advice of legal counsel prior to executing this Agreement and either has obtained such advice or has freely chosen to not obtain such advice and fully understands all provisions of this Agreement. džŝǀ͘ Ability to Bear Economic Risk. r ] ( uv ] ( ] acknowledges that ownership of the Transaction Shares and Warrants involves a high degree of risk, and represents that r identifying information] is able, without materially impairing its financial condition, to hold the Transaction Shares and Warrants for an indefinite period of time and to suffer a complete loss of its investment in Issuer. ] r v ] v ] ( (] u] v P ] v acknowledg that, after consummation of the Business Combination as provided in Section 5.07 of the EPA, (i) Issuer may issue additional securities in the future that could result in the pro-rata dilution of r ] v ] ( own]ersvhip Pinteres]t inv Is(xxxx, xxxx (ii) ] v r ] ] v ] ( value of its Transaction Shares and Warrants (or any replacement securities issued in connection with the Business Combination as provided in Section 5.07 of the EPA). džǀ͘ Securities Law Acknowledgment. r information] understands and acknowledges that the Transaction Shares and Warrants will be subject to certain resale and transfer restrictions under applicable securities laws and stock exchange policies. ] ] v]r v ]( ( u] v P ] v acktnhoawt ledges and agr

Related to Review and Counsel

  • Review and Consultation Employee acknowledges and agrees he (a) has read this Agreement in its entirety prior to executing it, (b) understands the provisions and effects of this Agreement and (c) has consulted with such attorneys, accountants and financial or other advisors as he has deemed appropriate in connection with the execution of this Agreement. Employee understands, acknowledges and agrees that he has not received any advice, counsel or recommendation with respect to this Agreement from Employer’s attorneys. [Signature Page Follows]

  • Review and Revocation In accordance with the Older Workers Benefit Protection Act, Employee acknowledges and agrees this Agreement includes a waiver and release of all claims that Employee have or may have under the ADEA. With respect to the release of claims under the ADEA, Employee acknowledges that:

  • Review by Counsel The parties acknowledge that each party and its counsel have reviewed and approved this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Procedures Regarding Opinions and Rulings (a) If SpinCo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “Notified Action”), Parent and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

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