Common use of Representation By Counsel; Interpretation Clause in Contracts

Representation By Counsel; Interpretation. The Parties each acknowledge that each Party has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it has no application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Parties.

Appears in 7 contracts

Samples: Securities Purchase Agreement (NCI, Inc.), Share and Publication Rights Purchase Agreement (Telecomunicaciones De Puerto Rico Inc), Stock Purchase Agreement (Affiliated Computer Services Inc)

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Representation By Counsel; Interpretation. The Parties parties each acknowledge that each Party party has participated in the drafting of and been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Dynegy Inc /Il/), Stock Purchase Agreement (Ameren Corp), Purchase Agreement (Dynegy Inc /Il/)

Representation By Counsel; Interpretation. The Parties each acknowledge Each of the parties hereto acknowledges that each Party party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties hereto, and no rule of strict construction shall be applied against any party to this Agreement.

Appears in 3 contracts

Samples: Common Share Purchase Agreement (American Industrial Properties Reit Inc), Common Share Purchase Agreement (American Industrial Properties Reit Inc), Common Share Purchase Agreement (American Industrial Properties Reit Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge Each party acknowledges that each Party it or he has been represented by counsel counsel, or has been afforded the opportunity to be represented by counsel, in connection with this Agreement and the transactions contemplated herebyAgreement. Accordingly, any rule of Law or law or any legal decision that would require the interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waivedwaived by the parties. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to give effect to the intent of the Partiesparties hereto.

Appears in 2 contracts

Samples: Termination Agreement (Stem Cell Assurance, Inc.), Termination Agreement (Steven Madden, Ltd.)

Representation By Counsel; Interpretation. The Parties each parties acknowledge that each Party party to this Agreement has been had the opportunity to consult with and be represented by counsel in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law law, including, but not limited to the doctrine of contra proferentum, or any legal decision that which would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it drafting party has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties.

Appears in 2 contracts

Samples: Severance Payment Agreement (WashingtonFirst Bankshares, Inc.), Severance Payment Agreement (WashingtonFirst Bankshares, Inc.)

Representation By Counsel; Interpretation. The Parties each acknowledge Each of the parties hereto acknowledges that each Party party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Parties.this

Appears in 1 contract

Samples: Common Share Purchase Agreement (American Industrial Properties Reit Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge 19.1. Each party acknowledges that each Party it or he has been represented by counsel counsel, or has been afforded the opportunity to be represented by counsel, in connection with this Agreement and the transactions contemplated herebyAgreement. Accordingly, any rule of Law or law or any legal decision that would require the interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waivedwaived by the parties. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to give effect to the intent of the Partiesparties hereto.

Appears in 1 contract

Samples: Employment Agreement (Stem Cell Assurance, Inc.)

Representation By Counsel; Interpretation. The Parties each acknowledge Each party acknowledges that each Party such party has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law Law, or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Conveyor Co)

Representation By Counsel; Interpretation. The Parties each acknowledge Each of the parties hereto acknowledges that each Party party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Parties.parties

Appears in 1 contract

Samples: Common Share Purchase Agreement (American Industrial Properties Reit Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge that each Party has been represented by counsel in connection with this Agreement and the transactions contemplated herebyTransactions. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it has no application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Parties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Beverly Enterprises Inc)

Representation By Counsel; Interpretation. The Parties each parties acknowledge that each Party party to this Agreement has been represented by counsel in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law law, including, but not limited to, the doctrine of contra proferentum, or any legal decision that which would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it drafting party has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties.

Appears in 1 contract

Samples: Executive Employment Agreement (Century Bancshares Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge that each Party it has been represented by counsel counsel, or has been afforded the opportunity to be represented by counsel, in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of Law or law or any legal decision that would require the interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it has no application and is expressly waivedwaived by the Parties. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to give effect to the intent of the PartiesParties hereto.

Appears in 1 contract

Samples: Sale and Assignment of Membership Interest (Vector Group LTD)

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Representation By Counsel; Interpretation. The Parties hereto each acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law law, or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party that drafted it has no application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brooks Automation Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge Each of the ----------------------------------------- parties hereto acknowledges that each Party party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties hereto, and no rule of strict construction shall be applied against any party to this Agreement.

Appears in 1 contract

Samples: Common Share Purchase Agreement (Morgan Stanley Dean Witter Discover & Co)

Representation By Counsel; Interpretation. The Parties each acknowledge Each party acknowledges that each Party it has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law law, or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement isAgreement, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties.

Appears in 1 contract

Samples: Product and Component Agreement (Power One Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge Each party hereto acknowledges that each Party other party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties hereto.

Appears in 1 contract

Samples: Agreement of Merger (Tsi Finance Inc)

Representation By Counsel; Interpretation. The Parties each acknowledge Each party acknowledges that each Party it or he has been represented by counsel in connection with this Agreement and the transactions contemplated herebyAgreement. Accordingly, any rule of Law or law or any legal decision that would require the interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waivedwaived by the parties. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to give effect to the intent of the Partiesparties hereto.

Appears in 1 contract

Samples: Agreement (BioRestorative Therapies, Inc.)

Representation By Counsel; Interpretation. The Parties each acknowledge 20.1 Each party acknowledges that each Party it or he has been represented by counsel counsel, or has been afforded the opportunity to be represented by counsel, in connection with this Agreement and the transactions contemplated herebyAgreement. Accordingly, any rule of Law or law or any legal decision that would require the interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it has no application and is expressly waivedwaived by the parties. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to give effect to the intent of the Partiesparties hereto.

Appears in 1 contract

Samples: Employment Agreement (Corniche Group Inc /De)

Representation By Counsel; Interpretation. The Parties parties hereto each acknowledge that each Party it has been represented by counsel in connection with this Agreement and the transactions contemplated herebyby this Agreement. Accordingly, any rule of Law law, or any legal decision that would require interpretation of any claimed ambiguities in any portions of this Agreement against the Party party that drafted it it, has no application and is expressly waived. If any provision The provisions of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the Partiesparties hereto.

Appears in 1 contract

Samples: Acquisition Agreement (New Medium Enterprises Inc)

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