Representation of Counsel Clause Samples

Representation of Counsel. The parties acknowledge that they have consulted with or have had the opportunity to consult with their own legal counsel prior to executing this Warrant. This Warrant has been freely negotiated by the parties and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Warrant.

Representation of Counsel. Each of the Parties has engaged separate counsel and have relied upon the advice provided by their counsel. .

Representation of Counsel. Each party to this Agreement has been represented by counsel during the preparation and negotiation of this Agreement, and therefore waives any rule of construction that would construe ambiguities against the party drafting this Agreement.

Representation of Counsel. (a) Each of the parties acknowledges that ▇▇▇▇▇▇▇ Coie LLP (“PC”) currently serves as counsel to LED Supply, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated hereby, when the interests of Member Representative and LED Supply may no longer be aligned or when, for any reason, the Member Representative, any LED Supply Member, PC or LED Supply believes that PC can or should no longer represent LED Supply, Member Representative, or any LED Supply Member. The parties hereto understand and specifically agree that PC may withdraw from representing LED Supply and continue to represent the Member Representative or any LED Supply Member, even if their respective interests, and the interests of LED Supply are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, and even though PC may have represented LED Supply in a matter substantially related to such dispute or may be handling ongoing matters for LED Supply or any of their respective Affiliates, and the Parent Group and LED Supply hereby consent thereto and waive any conflict of interest arising therefrom. (b) Notwithstanding anything to the contrary contained herein, the parties intend that all communications at or before the Closing between the LED Supply, Member Representative and any LED Supply Member (collectively, the “Seller Group”) or any of them, on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the transactions contemplated by this Agreement or the other documents, instruments and agreements entered into in connection herewith and any alternative transactions (collectively, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of any member of the Seller Group (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Member Representative (in the case of matters relating to Member Representative or any LED Supply Member) and will not be transferred, assigned, conveyed or delivered, by operation of law or otherwise, to the Pare...

Representation of Counsel. The parties hereto, jointly and ------------------------- individually, hereby acknowledge that they have been represented by counsel in connection with the giving and execution of this Agreement; that they understand the meaning of this document; that they intend to be legally bound by all of the terms set forth herein; and that they have received consideration deemed by them and their counsel to be sufficient for the giving and execution of this document.

Representation of Counsel. All parties acknowledge that they have been advised to seek independent legal counsel in connection with the transactions contemplated hereunder. All parties represent and warrant that they have relied exclusively upon the advice of their respective independent legal counsel and are not entering into this Agreement based upon any representation of any other party or any other party’s counsel.

Representation of Counsel. This Agreement has been drafted on the basis of mutual contribution of language and is not to be construed against any party as being the drafter or causing the same to be drafted. Each party represents, warrants, acknowledges and confirms that, in connection with the negotiation, drafting and execution of this Agreement, it has at all times been represented by competent counsel of its own choosing or has determined, in the sole discretion of such party, not to seek counsel’s advice in connection with the negotiation, drafting and execution of this Agreement.

Representation of Counsel. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty with respect to the provisions of this Agreement or their interpretation or application shall not be construed against either Borrower or Lender based upon authorship of any of the provisions hereof. Borrower and Lender each hereby warrants, represents and certifies to the other as follows: (a) that the contents of this Agreement and the other Loan Documents have been completely and carefully read by the representing Party and counsel for the representing Party; (b) that the representing Party has been separately represented by counsel and the representing Party is satisfied with such representation; and (c) that the representing Party’s counsel has advised the representing Party of, and the representing Party fully understands, the legal consequences of this Agreement.

Representation of Counsel. Each of the Parties is represented by independent legal counsel and executes this Agreement acting upon its independent judgment and/or upon the advice of its respective independent legal counsel, without any representation, express or implied, of any kind or nature, from each of the other except as only specifically set forth herein.