Common use of Advice in Other Cases Clause in Contracts

Advice in Other Cases. Notwithstanding the provisions of Section 4.1(a) above, the Payment Agent may, when the Payment Agent deems it desirable and after prior consultation with the Parent or the Representative, seek advice of the Payment Agent’s own counsel in connection with the Payment Agent’s services as Payment Agent hereunder and the Payment Agent shall be entitled in to rely in good faith upon any such advice received in writing and to be compensated for the fees and expenses of such counsel as provided in Section 4.2 below.

Appears in 1 contract

Samples: Merger Agreement (Lawson Software, Inc.)

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Advice in Other Cases. Notwithstanding the provisions of Section 4.1(a) above, the Payment Paying Agent may, when the Payment Paying Agent deems it desirable and after prior consultation with the Parent or and the RepresentativeSeller Representatives, seek advice of the Payment Paying Agent’s 's own counsel in connection with the Payment Paying Agent’s 's services as Payment Paying Agent hereunder and the Payment Paying Agent shall be entitled in to rely in good faith upon any such advice received in writing and to be compensated for the fees and expenses of such counsel as provided in Section 4.2 below.

Appears in 1 contract

Samples: Merger Agreement (Nortek Inc)

Advice in Other Cases. Notwithstanding the provisions of Section 4.1(a7.1(a) above, the Payment Paying Agent may, when the Payment Paying Agent reasonably deems it desirable and after prior consultation with the Parent or the RepresentativeStockholders’ Agent, seek advice of the Payment Paying Agent’s own legal counsel in connection with the Payment Paying Agent’s services as Payment Paying Agent hereunder and the Payment Paying Agent shall be entitled in to rely in good faith upon any such advice received in writing and to be compensated for the reasonable and documented out-of-pocket fees and expenses of such counsel as provided in Section 4.2 belowexternal legal counsel.

Appears in 1 contract

Samples: Merger Agreement (Resmed Inc)

Advice in Other Cases. Notwithstanding the provisions of Section 4.1(a5.l(a) above, the Payment Agent may, when the Payment Agent deems it desirable and after prior consultation with the Parent or the RepresentativeParent, seek advice of the Payment Agent’s own counsel in connection with the Payment Agent’s services as Payment Agent hereunder and the Payment Agent shall be entitled in to rely in good faith upon any such advice received in writing and to be compensated for the fees and expenses of such counsel as provided in Section 4.2 5.2 below.

Appears in 1 contract

Samples: Merger Agreement (MxEnergy Holdings Inc)

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Advice in Other Cases. Notwithstanding the provisions of Section 4.1(a) above, the Payment Paying Agent may, when the Payment Paying Agent deems it desirable and after prior consultation with the Parent or the RepresentativeParent, seek advice of the Payment Paying Agent’s own counsel in connection with the Payment Paying Agent’s services as Payment Paying Agent hereunder and the Payment Paying Agent shall be entitled in to rely in good faith upon any such advice received in writing and to be compensated for the fees and expenses of such counsel as provided in Section 4.2 belowwriting.

Appears in 1 contract

Samples: Merger Agreement (Resmed Inc)

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