Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains Advice of Counsel clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel.
Advice of Counsel. Optionee acknowledges that Fox Rothschild LLP represents the Company as its legal counsel. Optionee represents that Optionee has had the opportunity to avail himself of the advice of counsel prior to signing this Agreement and has elected to forego advice from counsel or is satisfied with Optionee's counsel's advice and that Optionee is executing the Agreement voluntarily and fully intending to be legally bound because, among other things, the Agreement provides valuable benefits to Optionee whi...ch Optionee otherwise would not be entitled to receive. Each of the parties hereto has participated and cooperated in the drafting and preparation of this Agreement. Hence, this Agreement shall not be construed against any party. BY WAY OF THEIR EXECUTION OF THE OPTION AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement. 8 EXHIBIT A NON-STATUTORY OPTION EXERCISE FORM [DATE] Investview, Inc. [Address] Attention: Chairman 1. Option Exercise. I hereby elect to exercise my option to purchase the following shares of Common Stock of Investview, Inc. under the Investview, Inc. 2022 Incentive Plan (the "Plan") and the Option Agreement (the "Option") identified below: Option Grant #: ________________________ Grant Date: ________________________ Number of Shares: ________________________ Exercise Price Per Share: $_______________________ Total Purchase Price: $_______________________ 2. Payment. I am paying the purchase price of the exercised Option as follows (check the applicable form of payment): _____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares. _____ I have delivered ________ shares of Common Stock of Investview, Inc. (the "Company") that I have previously acquired. I own these shares free and clear of any liens, claims, encumbrances or security interests. I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate. _____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Company to pay the total purchase price and to pay such amounts to the Company. [Please note that this form of payment is only available upon prior written approval of the Committee solely for the purpose of determining that the sale of shares of Common Stock in respect of such broker exercise notice will provide the Company with sufficient proceeds to pay the exercise price and is subject to any applicable restrictions on the sale of such shares by Optionee.] The name, address and telephone number of the broker is as follows: Name of Firm:______________________________ Contact:_________________________________ Address:_________________________________ Phone:___________________________________ Fax:______________________________________ 9 [Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of "cashless" exercise feature if you possess material non-public information about the Company or its securities at the time of exercise.] _____ I hereby elect to convert the attached option into shares of Common Stock of the Company on a "net exercise" basis pursuant to Section 6.5(b) of the Plan. _____ I have elected to pay any required withholding with the exercise transaction. Accordingly, I have included $_______, which I would like applied to federal and state tax withholdings as follows:_________________________________________________________.View More
Advice of Counsel. Optionee Executive acknowledges that Fox Rothschild LLP represents the Company as its legal counsel. Optionee represents that Optionee that, in executing this Agreement, Executive has had the opportunity to avail himself of seek the advice of independent legal counsel prior to signing this Agreement and has elected to forego advice from counsel or is satisfied with Optionee's counsel's advice read and that Optionee is executing the Agreement voluntarily and fully intending to be legally bound be...cause, among other things, the Agreement provides valuable benefits to Optionee which Optionee otherwise would not be entitled to receive. Each understood all of the parties hereto has participated terms and cooperated in the drafting and preparation provisions of this Agreement. Hence, this This Agreement shall not be construed against any party. BY WAY OF THEIR EXECUTION OF THE OPTION AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, Party by reason of the Company drafting or preparation hereof. UMPQUA HOLDINGS CORPORATION UMPQUA BANK By: _________________________ ____________________________ EXECUTIVE ____________________________ 15 EXHIBIT A DEFINED TERMS 1. "Accrued Obligations" means, at any point in time and except as expressly provided herein, any amounts to which the Optionee (and Executive is entitled to payment but have not yet been paid to Executive including, but not limited to, each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement. 8 EXHIBIT A NON-STATUTORY OPTION EXERCISE FORM [DATE] Investview, Inc. [Address] Attention: Chairman 1. Option Exercise. I hereby elect to exercise my option to purchase the following shares of Common Stock of Investview, Inc. under (but only to the Investview, Inc. 2022 Incentive Plan (the "Plan") and the Option Agreement (the "Option") identified below: Option Grant #: ________________________ Grant Date: ________________________ Number of Shares: ________________________ Exercise Price Per Share: $_______________________ Total Purchase Price: $_______________________ 2. Payment. I am paying the purchase price of the exercised Option as follows (check the applicable form of payment): _____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares. _____ I have delivered ________ shares of Common Stock of Investview, Inc. (the "Company") that I have previously acquired. I own these shares free and clear of any liens, claims, encumbrances or security interests. I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate. _____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Company to pay the total purchase price and to pay extent such amounts to the Company. [Please note that this form of payment is only available upon prior written approval of the Committee solely for the purpose of determining that the sale of shares of Common Stock in respect of such broker exercise notice will provide the Company with sufficient proceeds to pay the exercise price and is subject to any applicable restrictions on the sale of such shares by Optionee.] The name, address and telephone number of the broker is as follows: Name of Firm:______________________________ Contact:_________________________________ Address:_________________________________ Phone:___________________________________ Fax:______________________________________ 9 [Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of "cashless" exercise feature if you possess material non-public information about the Company are vested, earned or its securities accrued at the time of exercise.] _____ I hereby elect payment): (i) any accrued but unpaid Base Salary in accordance with the Company's customary payroll procedures and applicable law; (ii) reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to convert and paid in accordance with the attached option into shares of Common Stock Company's expense reimbursement policy; and (iii) such employee benefits, if any, to which Executive may be entitled under the Employee Benefit Plans as of the Company on a "net exercise" basis pursuant Termination Date; provided that in no event shall Executive be entitled to Section 6.5(b) any payments in the nature of the Plan. _____ I have elected to pay any required withholding with the exercise transaction. Accordingly, I have included $_______, which I would like applied to federal and state tax withholdings severance or termination payments, except as follows:_________________________________________________________. specifically provided herein. View More
Advice of Counsel. Optionee acknowledges that Fox Rothschild LLP represents the Company as its legal counsel. Optionee represents that Optionee has had the opportunity to avail himself of the advice of counsel prior to signing this Agreement and has elected to forego advice from counsel or is satisfied with Optionee's counsel's advice and that Optionee is executing the Agreement voluntarily and fully intending to be legally bound because, among other things, the Agreement provides valuable benefits to Optionee whi...ch Optionee otherwise would not be entitled to receive. Each of the parties hereto has participated and cooperated in the drafting and preparation of this Agreement. Hence, this Agreement shall not be construed against any party. BY WAY OF THEIR EXECUTION OF THE OPTION AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Company and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement. 8 EXHIBIT A NON-STATUTORY OPTION EXERCISE FORM [DATE] Investview, Inc. [Address] Attention: Chairman 1. Option Exercise. I hereby elect to exercise my option to purchase the following shares of Common Stock of Investview, Inc. under the Investview, Inc. 2022 Incentive Plan (the "Plan") and the Option Agreement (the "Option") identified below: Option Grant #: ________________________ Grant Date: ________________________ Number of Shares: ________________________ Exercise Price Per Share: $_______________________ $ Total Purchase Price: $_______________________ $ 2. Payment. I am paying the purchase price of the exercised Option as follows (check the applicable form of payment): _____ I _____I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares. _____ I _____I have delivered ________ shares of Common Stock of Investview, Inc. (the "Company") that I have previously acquired. I own these shares free and clear of any liens, claims, encumbrances or security interests. I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate. _____ I _____I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Company to pay the total purchase price and to pay such amounts to the Company. [Please note that this form of payment is only available upon prior written approval of the Committee solely for the purpose of determining that the sale of shares of Common Stock in respect of such broker exercise notice will provide the Company with sufficient proceeds to pay the exercise price and is subject to any applicable restrictions on the sale of such shares by Optionee.] The name, address and telephone number of the broker is as follows: Name of Firm:______________________________ Contact:_________________________________ Address:_________________________________ Phone:___________________________________ Fax:______________________________________ Firm: Contact: Address: Phone: Fax: 9 [Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of "cashless" exercise feature if you possess material non-public information about the Company or its securities at the time of exercise.] _____ I _____I hereby elect to convert the attached option into shares of Common Stock of the Company on a "net exercise" basis pursuant to Section 6.5(b) of the Plan. _____ I _____I have elected to pay any required withholding with the exercise transaction. Accordingly, I have included $_______, which I would like applied to federal and state tax withholdings as follows:_________________________________________________________. View More
Advice of Counsel. This Separation Agreement is a legally binding document and Executive's signature will commit Executive to its terms. Executive acknowledges that he has been advised to discuss all aspects of this Separation Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Separation Agreement and that Executive is voluntarily entering into this Separation Agreement.
Advice of Counsel. This Separation Agreement is a legally binding document and the Executive's signature will commit the Executive to its terms. The Executive acknowledges that he she has been advised to discuss all aspects of this Separation Agreement with his her attorney, that he she has in fact been represented by counsel, that she has carefully read and fully understands all of the provisions of this Separation Agreement and that the Executive is voluntarily entering into this Separation Agreement.
Advice of Counsel. This Separation Agreement is a legally binding document and Executive's signature will commit Executive to its terms. Executive acknowledges that he she has been advised to discuss all aspects of this Separation Agreement with his her attorney, that he she has carefully read and fully understands all of the provisions of this Separation Agreement and that Executive is knowingly and voluntarily entering into this Separation Agreement.
Advice of Counsel. Both parties hereto acknowledge that they have had the advice of counsel before entering into this Agreement, have fully read the Agreement and understand the meaning and import of all the terms hereof.
Advice of Counsel. Both parties hereto acknowledge that they have had had, to the extent so desired, the advice of counsel before entering into this Agreement, have fully read the Agreement and understand the meaning and import of all the terms hereof.
Advice of Counsel. Executive acknowledges that during the negotiation of this Agreement, Executive has retained or has been advised to retain counsel of Executive's choosing who has provided or will provide advice to Executive in connection with the Executive's decision to enter into this Agreement. Executive acknowledges that the Companies' in-house and outside legal counsel have represented only the Companies in connection with the negotiation, drafting, and entering into of this Agreement and that Executive has... not been provided nor has Executive relied upon any legal advice from the Companies' in-house or outside legal counsel.View More
Advice of Counsel. 4 Executive acknowledges that during the negotiation of this Agreement, Executive has retained or has been advised to retain counsel of Executive's choosing who has provided or will provide advice to Executive in connection with the Executive's decision to enter into this Agreement. Executive acknowledges that the Companies' Employer's in-house and outside legal counsel have represented only the Companies Employer in connection with the negotiation, drafting, and entering into of this Agreement ...and that Executive has not been provided nor has Executive relied upon any legal advice from the Companies' Employer's in-house or outside legal counsel. View More
Advice of Counsel. Before signing this Agreement, Executive either (i) consulted with and obtained advice from Executive's independent legal counsel in respect to the legal nature and operation of this Agreement, including its impact on executive's rights, privileges and obligations; or (ii) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.
Advice of Counsel. Before signing this Agreement, Executive either (i) consulted with and obtained advice from Executive's independent legal counsel in respect to the legal nature and operation of this Agreement, including its impact on executive's rights, privileges and obligations; or (ii) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.
Advice of Counsel. In executing this Agreement, Moore acknowledges that he has had the opportunity to consult with, and be advised by, an independent lawyer of his choice, and that he has executed this Agreement voluntarily after independent investigation, and without fraud, duress, or undue influence.
Advice of Counsel. In executing this Agreement, Moore Bailey acknowledges that he has had the opportunity to consult with, and be advised by, an independent lawyer of his choice, and that he has executed this Agreement voluntarily after independent investigation, and without fraud, duress, or undue influence.
Advice of Counsel. PFG and Borrower have prepared this Modification and all documents, instruments, and agreements incidental hereto with the aid and assistance of their respective counsel. Accordingly, all of them shall be deemed to have been drafted by PFG and Borrower and shall not be construed against the PFG or Borrower.
Advice of Counsel. PFG and Borrower have prepared this Third Modification and all documents, instruments, and agreements incidental hereto with the aid and assistance of their respective counsel. Accordingly, all of them shall be deemed to have been drafted by PFG and Borrower and shall not be construed against the either PFG or Borrower.
Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Section 18 and Section 19, with its counsel.
Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Section 18 17 and Section 19, 18, with its counsel.
Advice of Counsel. Each party acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel and 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 hereof.
Advice of Counsel. Each party The Executive acknowledges that, in executing this Agreement, such party the Executive has had the opportunity to seek the advice of independent legal counsel counsel, and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party Party by reason of the drafting or preparation hereof.
