Separate Advice Clause Samples

The Separate Advice clause requires that each party to an agreement acknowledges they have had the opportunity to seek independent legal or professional advice before signing. In practice, this means that parties are encouraged or sometimes required to consult their own advisors, rather than relying solely on the other party’s representations or the drafting party’s counsel. This clause helps ensure that all parties fully understand the terms and implications of the agreement, reducing the risk of future disputes over misunderstandings or claims of undue influence.
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Separate Advice. Executive acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement, and that neither the Company nor its directors, officers or employees has any obligation to do so. Executive has been advised to consult his own counsel prior to the execution of this Agreement, and he has done so or determined that such counsel is not necessary.
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Separate Advice. Employee acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement, including the taxation of benefits and payments hereunder, and that neither the Company nor its directors, officers or employees has any ongoing obligation to do so. Employee has been advised to consult her own counsel prior to the execution of this Agreement and she has done so or determined that such counsel is not necessary.
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Separate Advice. Executive acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement. Executive has been advised to consult counsel of his choosing prior to the execution of this Agreement, and the terms of this Agreement have been fully negotiated between the parties hereto. This Agreement shall be construed as a whole and there shall be no presumption that the terms of this Agreement shall be strictly construed for or against any party hereto.
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Separate Advice. Executive acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement, including the taxation of payments hereunder, and that neither the Company nor its directors, officers or employees has any obligation to do so. Executive acknowledges that he has been advised to consult his own counsel prior to the execution of this Agreement and he represents that he has done so. As a result, Executive agrees that he shall hold the Company, including its directors, officers and employees, harmless from any liability, including any income or excise tax liability or liability for interest, arising from the payment of any amount or the transfer of any property hereunder.
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Separate Advice. Executive acknowledges that neither the Companies, nor their directors, officers or employees, has provided him with advice about the terms and conditions of this Separation Agreement, including the taxation of benefits and payments hereunder, and that neither the Companies nor their directors, officers or employees has any ongoing obligation to do so. Executive has been advised to consult his own counsel prior to the execution of this Separation Agreement and he has done so, or determined that such consultation is not necessary.
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Related to Separate Advice

  • Separate Lots The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Confidential Advice None of any advice rendered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company or any communication from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with the services performed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents to any third party, without ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) the Company may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Company gives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prompt notice, as reasonably practicable under the circumstances, thereof unless in the reasonable opinion of the Company’s counsel it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld, conditioned or delayed) as to form and substance by, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its counsel, unless in the reasonable opinion of the Company’s counsel it is not legally able to so consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.

  • Legal Advice On issues that are legal in nature, the Manager will be entitled to receive and act upon the advice of legal counsel of its own selection, which can be counsel for the Trust, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Management Agreement in good faith conformity with such advice.

  • No Legal Advice Client acknowledges the importance of complying with its obligations under applicable law and agrees that it will consult with legal counsel as appropriate regarding the acquisition and use of Reports.Client understands and acknowledges that Sapphire Check is not a law firm and does not provide legal advice in connection with Sapphire Check’s furnishing of Reports to Client or Client’s use of such Reports. Client understands that any communications by Sapphire Check’s employees or representatives regarding searches, verifications, or the content of reports are not to be considered or construed as legal advice.Client shall consult with counsel as appropriate before deciding whether to act upon information reported by Sapphire Check. Client understands that sample forms or documents made available by Sapphire Check to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice.Laws governing the content of such documents frequently change.Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws.Use of Sapphire Check’ssample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional.Therefore, if Client chooses to use Sapphire Check’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Sapphire Check), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes.Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity,related to Client’s use of sample forms, sample documents, or processes made available by Sapphire Check.