Example ContractsClausesRepresentation by Counsel
Representation by Counsel
Representation by Counsel contract clause examples

Representation by Counsel. Prior to executing this Agreement, the Company and each of the Holders have had the benefit of the advice and counsel of their own independent attorneys in understanding and negotiating the terms of this Agreement.

Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, 4883-0158-4932.2 - 6/10/2022 2:47:05 PM

Representation by Counsel. The Parties acknowledge that # they have had the opportunity to consult counsel in regard to this Agreement, # they have read and understand the Agreement and they are fully aware of its legal effect; and # they are entering into this Agreement freely and voluntarily, and based on each Patty's own judgment and not on any representations or promises made by the other Patty, other than those contained in this Agreement.

Representation by Counsel. The Guarantor hereby represents that it has been represented by competent counsel of its choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Guaranty; that it has read and fully understood the terms hereof; that the Guarantor and any retained counsel have been afforded an opportunity to review, negotiate and modify the terms of this Guaranty; and that it intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Guaranty.

Representation by Counsel. The Parties acknowledge that # they have had the opportunity to consult counsel in regard to this Release, # they have read and understand the Release and they are fully aware of its legal effect; and # they are entering into this Release freely and voluntarily, and based on each Party's own judgment and not on any representations or promises made by the other Party, other than those contained in this Release.

Representation by Counsel. Shareowner acknowledges and agrees that Shareowner has read in its entirety the PIIA, as amended by this AMENDED PIIA , and has been represented by independent legal counsel in negotiating the terms thereof, including, but not limited to the Delaware choice of law and Delaware choice of forum provisions, and the restrictive covenants.

Representation by Counsel. Each Party represents and warrants that it has been fully counseled concerning the matters addressed in this Agreement and enters into this Agreement of his/its own free will and represents that he/it has obtained all information believed to be relevant to making a decision to enter into this Agreement, and has not relied on any representations made by other Parties that are not set forth in this Agreement.

Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts of this Agreement exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is expressly waived by each of the Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

Representation by Counsel. The Parties acknowledge that # they have had the opportunity to consult counsel in regard to this Release, # they have read and understand the Release and they are fully aware of its legal effect; and # they are entering into this Release freely and voluntarily, and based on each Party's own judgment and not on any representations or promises made by the other Party, other than those contained in this Release.

Representation by Counsel. Each of the Parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the Parties hereto and their counsel. Accordingly, in interpreting this Agreement or any provision hereof, no presumption will apply against any Party hereto as being responsible for the wording or drafting of this Agreement or any such provision, and ambiguities, if any, in this Agreement will not be construed against any Party, Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH ​, HAS BEEN OMITTED BECAUSE IT IS BOTH # NOT MATERIAL AND # WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

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