Agreement regarding Legal Counsel and Financial Advisor Sample Clauses

Agreement regarding Legal Counsel and Financial Advisor. The Borrower agrees that notwithstanding anything to the contrary in Section 8.07 or Section 12.03 of the Credit Agreement or in any other provision of the Credit Agreement or any other Loan Document, the Ad Hoc Committee of Second Lien Lenders has engaged and retained Xxxx Xxxxx, as primary counsel, and Xxxxxx and Xxxxx, LLP (“Xxxxxx & Xxxxx”), as local-Texas counsel, the Administrative Agent has engaged and retained Xxxxxx & Bird LLP (“Xxxxxx”) as legal counsel and the Ad Hoc Committee of Second Lien Lenders has engaged and retained Xxxxxxxx Xxxxx, as Financial Advisor, and the Borrower expressly agrees to reimburse the Ad Hoc Committee of Second Lien Lenders and Administrative Agent for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Ad Hoc Committee of Second Lien Lenders and Administrative Agent as a result of such engagements; provided, however, notwithstanding anything to the contrary herein or in any other Loan Document, Xxxx Xxxxx, Xxxxxx & Xxxxx and Xxxxxx (or any firm which replaces any of the foregoing as counsel to the Ad Hoc Committee of Second Lien Lenders or the Agent) shall be the only legal counsel and the Financial Advisor shall be the only financial or similar advisor for which the Borrower shall be responsible for paying and reimbursing fees and expenses.
Sample 1
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Agreement regarding Legal Counsel and Financial Advisor. The Borrower agrees that notwithstanding anything to the contrary in Section 8.07 or Section 12.03 of the Credit Agreement or in any other provision of the Credit Agreement or any other Loan Document, the Administrative Agent has engaged and retained Xxxxxxx Xxxx & Xxxxxxxxx LLP (“Willkie”) as legal counsel and FTI Consulting as financial advisor (the “Financial Advisor”), and the Borrower expressly agrees to reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent as a result of such engagements; provided, however, Willkie shall be “one counsel to the Administrative Agent, the Lenders and the Arrangers” referred to in Section 12.03 of the Credit Agreement; provided, further, that the Borrower shall have an opportunity to review any fee or fee structure of the Financial Advisor that differs in any material respect from the fees and fee structure provided to the Borrower (it being acknowledged and agreed to by the parties hereto that such fees and fee structure provided to the Borrower do not contain any success fees).
Sample 1

Related to Agreement regarding Legal Counsel and Financial Advisor

  • Consultation with Legal and Financial Advisors By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

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