Advice of Legal Counsel Clause Samples
The "Advice of Legal Counsel" clause establishes that parties to an agreement have had the opportunity to consult with their own legal advisors before signing the contract. In practice, this clause typically states that each party either has received independent legal advice or has knowingly chosen to proceed without it, and acknowledges understanding the terms and implications of the agreement. Its core function is to protect the parties and the enforceability of the contract by demonstrating that all signatories entered into the agreement fully informed and without undue pressure, thereby reducing the risk of future disputes over misunderstanding or claims of coercion.
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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 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 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 have executed this Agreement as of the date first set forth above. MATSUSHITA-KOTOBUKI REPLAY NETWORKS, INC. ELECTRONIC INDUSTRIES, LTD. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ --------------------------- --------------------------- Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇ -------------------------- --------------------------- (print) (print) Title: Senior Management Director Title: Chief Executive Officer -------------------------- --------------------------- Date: December 20, 1999 Date: December 20, 1999 -------------------------- --------------------------- Exhibit A --------- Products and Pricing
I. First Period - Products shipped from [***] to [***] Product Price Projected MSRP ------- ----- -------------- PV-HS1000 (20 GB Hard Drive) [***] [***] PV-HS2000 (30 GB Hard Drive)* [***] [***] Guaranteed Minimum Purchase Volume: [***] Product units** Target Maximum Purchase Volume: [***] Product units** * This Product will be available on [***]. **Guarantee minimum and target maximum volumes apply to all Products and any products manufactured by MKE containing Replay Software that support the Replay Network Service ("MKE Products").
II. Second Period - Products shipped from [***] to [***] MKE and Replay Networks will meet prior to [***] to negotiate in good faith the pricing and guaranteed minimum and maximum purchase volumes for each Product or MKE Product to be sold during the second period. In determining such pricing, the parties shall consider, for each Product or MKE Product: (a) [***], (b) [***], and (c) [***]. The agreed upon pricing, minimum and maximum purchase volumes for each Product or MKE Product shall be attached to this Exhibit A upon the completion of such negotiations. [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit B --------- Form of Purchase Order Exhibit C --------- Acceptable Quality Levels (AQL)
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 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 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 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. Equity Holder acknowledges and represents that, in executing this Agreement, he has consulted with counsel (or has affirmatively chosen not to do so) and is fully aware of his rights and obligations under this Agreement. This Agreement shall not be construed against any party by reason of its drafting or preparation.