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 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 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 Borrower and the Secured Party have caused this Security Agreement to be duly executed and delivered as of the date set forth above. BORROWER: AMERICAS ENERGY COMPANY-AECO /s/ Xxxxxxxxxxx X. Xxxxxxxx By: Xxxxxxxxxxx X. Xxxxxxxx Title: President & CEO SECURED PARTY: HANHONG (HONG KONG) NEW ENERGY HOLDINGS LIMITED /s/ Yang (Simon) Liu By: Yang (Simon) Liu Title: President Exhibit C-1 to Investment Agreement Warrant THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BEFORE 5:00P.M. (EASTERN STANDARD TIME) ON _MAY, 10, 2013. AMERICAS ENERGY COMPANY 000 X. Xxxxxx Rd. Suite 300 Knoxville, TN 37923 Phone: (000) 000-0000 x 000 Web Site: xxx.xxxxxxxxxxxxxxxxxxxxx.xxx (Incorporated under the laws of Nevada) COMMON STOCK SHARE PURCHASE WARRANTS WARRANT CERTIFICATE NO. 0006 April 20, 2011 THIS IS TO CERTIFY THAT, for valuable consideration the receipt of which is hereby acknowledged, Hanhong (Hong Kong) New Energy Holdings Limited, and/or its permitted assigns (hereinafter called the “Holder”), is entitled to subscribe for and purchase 2,000,000 fully paid and non-assessable shares of capital stock, par value $0.0001 per share (the “Common Shares”) of Americas Energy Company - AECo, a Nevada corporation (hereinafter called the “Company”), during the Exercise Period (as defined below), as provided herein.
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. [Signature pages follows] This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. POINTSHARE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxxx Name:_________________________________ Title:________________________________ Address: 0000 000xx Xxx. XX, Xxxxx 000 Xxxxxxxx, XX 00000 PEREGRIN MEDICAL REVIEW, INC. By: /s/ Xxxxxx X. Xxxxx Name: ________________________________ Title:________________________________ Address: 0000 XX Xxxxxxx Dr. Beaverton, OR 97006 XXXXXX X. XXXXX /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Address: ____________________ ____________________ Exhibit A Escrow Agreement Exhibit B Xxxxxxxxx Employment Agreement Seller Disclosure Schedule Buyer Disclosure Schedule Schedule 2.1 Purchased Assets Schedule 2.2 Excluded Assets
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 Secured Loan 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 Xxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxx Xxxx, XX 00000 EXHIBIT A SECURED PROMISSORY NOTE $100,000 Palo Alto, California July 1, 1999 FOR VALUE RECEIVED, W. XXXXX XXXXXXXX ("Borrower") promises to pay to INTERMUNE PHARMACEUTICALS, INC., a California corporation (the "Company"), the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the unpaid principal hereof from the date hereof at the rate of 7.5% per annum, compounded annually. All principal and accrued interest shall be due and payable in full on the earliest of (a) October 30, 2000 or (b) the termination of Borrower's employment or consulting relationship with the Company for any reason (or for no reason). Payments of principal and interest shall be made in lawful money of the United States of America and shall be credited first to the accrued interest, with the remainder applied to principal. Borrower may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of a Secured Loan Agreement, dated as of July 1, 1999, by and between the Company and Borrower, and is secured by a pledge of Common Stock of the Company issuable upon exercise of vested options held by Borrower under the terms of a Security Agreement July 1, 1999 and is subject to all the provisions thereof. Should any action be instituted for the collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by Borrower. The holder of this Note shall have full recourse against Borrower, and shall not be required to proceed against the collateral securing this Note in the event of default. By: /s/ W. Xxxxx Xxxxxxxx ----------------------------------- W. XXXXX XXXXXXXX EXHIBIT ...
