BANK’S COUNSEL Sample Clauses

BANK’S COUNSEL. Following a Nonappropriation Event or an Event of Default, the Bank shall have the right at any time to appear in and defend and be represented by counsel of its own choice in any action or proceeding purporting to affect City's rights related to the Contract.
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BANK’S COUNSEL. Bxxxxx Xxxxxx Gxxxxxx LLP
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BANK’S COUNSEL. Legal work and documentation to be performed at CRA’s expense through the Bank’s counsel: Xxxxxxxx & Tussman LLP Attention: Xxxx Xxxxxxxx #1400, 00000 000 X Xxxxxx Edmonton, Alberta T5J 2Z2. Tel. - (000) 000 0000
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BANK’S COUNSEL. All legal matters incident to the transactions hereby contemplated shall be satisfactory to counsel to the Bank.
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BANK’S COUNSEL. The reasonable cost of Bank’s legal counsel shall be charged to, and be paid by, Borrower. Bank’s legal counsel is Xxxx X. Xxxxxxxxxx, Esquire, Xxxxxxxxxx Xxxxxx, P.A., 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000.
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BANK’S COUNSEL. Counsel will be engaged to represent the Bank in connection with the Credit Accommodations. The responsibility of the Bank’s attorney(s) is limited to representing the interest of the Bank, notwithstanding the fact that the Borrower shall be obligated to pay the Bank’s legal fees. Further, the Bank assumes no responsibility to the Co-Borrowers for the acts or omissions of its attorney. The Co-Borrowers may elect to engage their own attorney. PLEASE BE ADVISED THAT THE INTERESTS OF THE CO-BORROWERS, THE GUARANTORS (IF ANY) AND THE BANK ARE OR MAY BE DIFFERENT AND MAY CONFLICT AND THAT BANK’S COUNSEL REPRESENTS THE BANK ONLY AND NOT THE CO-BORROWERS OR ANY GUARANTORS. THE CO-BORROWERS AND ANY GUARANTORS ARE ADVISED TO EMPLOY AN ATTORNEY OF THEIR CHOICE LICENSED TO PRACTICE LAW IN THE STATE OF NEW JERSEY TO REPRESENT THEIR INTERESTS. THE CO-BORROWERS AND THE BANK AGREE THAT THE CO-BORROWERS WILL REIMBURSE THE BANK FOR ALL FEES AND EXPENSES OF BANK’S COUNSEL INCURRED IN REPRESENTING THE BANK IN THE SUBJECT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, PREPARATION OF LOAN DOCUMENTATION, NEGOTIATION OF ALL LOAN DOCUMENTATION, PREPARATION AND REVIEW OF PRE-CLOSING DOCUMENTS AND MATERIALS REQUIRED BY THE BANK AND PERFORMANCE OF CUSTOMARY CLOSING AND POST-CLOSING TASKS. THE BANK’S COUNSEL’S FEE WILL BE BASED UPON THE ACTUAL AMOUNT OF TIME EXPENDED IN SUCH REPRESENTATION OF THE BANK, MULTIPLIED BY THE APPLICABLE HOURLY RATES OF THE ATTORNEYS INVOLVED IN SUCH TASKS. THE EXPENSES OF THE BANK’S COUNSEL WILL INCLUDE OUT-OF-POCKET COSTS AND DISBURSEMENTS INCURRED BY SUCH COUNSEL INCLUDING, BUT NOT LIMITED TO, POSTAGE, CARRIER SERVICES, PHOTOCOPYING CHARGES, TELEPHONE AND FAX CHARGES, CHARGES FOR LEGAL SEARCHES, RECORDING AND FILING FEES AND OTHER CUSTOMARY DISBURSEMENTS RELATED TO THE CLOSING OF SUCH LOANS.
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BANK’S COUNSEL. “Bank’s Counsel” shall mean L. Xxxxx Xxxxxxx, Esq., Page, Xxxxxxx, Xxxxxxxxxx & Xxxx, P.A., and the attorneys practicing law therein.
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BANK’S COUNSEL. The Borrower and Guarantors acknowledge that they are not being represented by Bxxxx & Lxxxxxxx LLP, counsel to the Bank (“B&L”), in connection with the review or negotiation of the terms of this Agreement. The Borrower and Guarantors are not relying on B&L and have consulted with their own independent attorneys, accountants and other professional advisors as to legal, tax and related matters concerning the loan transaction and obligations described herein. Borrower’s and Guarantors’ attorney(s) have independently reviewed the Loan Documents.
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Related to BANK’S COUNSEL

  • Counsel The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Opinions of Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.

  • Class Counsel Fees include the fees, disbursements, costs, interest, GST or HST (as the case may be) and other applicable taxes or charges thereon, including any amounts payable by Class Counsel or the Settlement Class Members to any other body or Person as a result of the Settlement Agreement, including the Fonds d’aide aux actions collectives in Québec.

  • 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.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • 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.

  • 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.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent 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.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

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