Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
Advice of Legal Counsel. Each Party acknowledges, represents and warrants that it has consulted with and has obtained the advice and counsel of its attorney and that each has executed this Agreement voluntarily after careful and independent investigation, free from any fraud, duress, coercion or undue influence of any kind, without relying upon any statements, representations or warranties, written or oral, as to any law or fact made by any other Party, not expressly set forth herein.
Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties have caused this Agreement as of the date first written above. XXXXXX, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:
Advice of Legal Counsel. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.
Advice of Legal Counsel. Each Borrower, each Credit Party and each Guarantor represents, warrants and covenants that it has consulted with and received advice from its own legal counsel, that it has read this Amendment No. 1 and/or that its legal counsel has explained the contents of this Amendment No. 1, that it understands the terms and conditions of this Amendment No. 1, that it understands the legal consequences of executing this Amendment No. 1, and agrees to execute the same.
Advice of Legal Counsel. Each of the Fiscal Agent, any Paying Agent and any Transfer Agent may consult with such legal counsel as is satisfactory to it, and the written opinion of such legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith, without negligence and in accordance with such opinion.
Advice of Legal Counsel. Each Member acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel. This Agreement shall not be construed against either Member by reasons of the drafting or preparation hereof.
Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties have executed this Agreement as of the date first above written. BUYER: DURECT CORPORATION By:_______________________________________ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc.
Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. The parties hereto have executed this SECURITY AGREEMENT as of the day and year first above written. By: /s/ W. Xxxxx Xxxxxxxx ------------------------------------- W. XXXXX XXXXXXXX Address: 00 Xxxxxxx Xxxxxx San Francisco, California 94116 INTERMUNE PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxx ------------------------------------- Xxxxx X. Xxxxx Director Address: 0000 X. Xxxxxxxx Xxxx, Xxxxx 000 Xxxx Xxxx, XX 00000 EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto INTERMUNE PHARMACEUTICALS, INC., a California Corporation, (the "Company") One Hundred Thousand (100,000) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s) ___________________________, herewith and do hereby irrevocably constitute and appoint the Stock Administrator or the Secretary of the Company to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: July 1, 1999 By: /s/ W. Xxxxx Xxxxxxxx ------------------------------------- W. XXXXX XXXXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated July 1, 1999.
