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. *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 Escrow 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.
X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------
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 individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
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 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. The Employee acknowledges and represents that, in executing this Agreement, he has had the opportunity to seek advice as to the Employee’s legal rights from legal counsel and that he 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 and represents that, in executing this Escrow 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 Escrow Agreement. This Escrow Agreement shall not be construed against any party by reason of the drafting or preparation of this Escrow Agreement.
