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.
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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.
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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.
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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.
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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 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 ] 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 v ]( ( u] v P ] v acktnhoawt ledges and agr
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Related to Review and Counsel

  • 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.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

  • Support and Counselling The Employer and the Union recognize that, where preventative measures have failed to prevent violent incidents, counselling and support must be available to help victims recover from such incidents.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • 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.

  • OIG INSPECTION, AUDIT, AND REVIEW RIGHTS ‌ In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may conduct interviews, examine or request copies of Xxxxxx’x books, records, and other documents and supporting materials and/or conduct on-site reviews of any of Xxxxxx’x locations for the purpose of verifying and evaluating: (a) Xxxxxx’x compliance with the terms of this IA and (b) Xxxxxx’x compliance with the requirements of the Federal health care programs. The documentation described above shall be made available by Xxxxxx to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, and/or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview Xxxxxx and any of Xxxxxx’x employees or contractors who consent to be interviewed at the individual’s place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. Xxxxxx shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. Xxxxxx’x employees and contractors may elect to be interviewed with or without a representative of Xxxxxx present.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).