Company Legal Matters Sample Clauses

Company Legal Matters. Each party hereto hereby agrees and acknowledges that Nxxx, Gxxxxx & Exxxxxxxx LLP (“Company Counsel”) is acting as counsel to the Company in connection with the transactions contemplated by the Restructuring Agreement and may act as counsel to the Board and/or the Company in connection with the management and operation of the Company, the making, holding and disposing of its assets, any dispute that may arise between the Stockholders, on the one hand, and the Board and/or the Company, on the other or other matters related to the Company (collectively, the “Company Legal Matters”). For the avoidance of doubt, Company Counsel is not representing any Stockholder in his, her or its capacity as a Stockholder in connection with this Agreement or any other agreement contemplated by the Restructuring Agreement. Each party hereto acknowledges and agrees that Company Counsel is not currently representing, and will not in the future represent, any Stockholder in connection with Company Legal Matters unless Company Counsel agrees in writing to do so and appropriate conflict waivers have been received, if necessary. Each Stockholder hereby acknowledges and agrees that if he, she or it desires counsel on a Company Legal Matter, he, she or it will retain his, her or its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. Each party hereto acknowledges and agrees that Company Counsel may represent the Board and the Company and its Affiliates in connection with any and all Company Legal Matters (including, without limitation, the transactions contemplated by this Agreement and any dispute between the Board, the Company or any of its Affiliates and one or more Stockholders) and waives any present or future conflict of interest arising from Company Counsel’s representation regarding such matters. Each party hereto (a) agrees that, to the extent permitted under applicable ethical standards, Company Counsel may represent stockholders, directors, officers and employees of the Company in any matter that is not directly adverse to the Company and (b) waives any present or future conflict of interest arising from Company Counsel’s representation regarding any such matter.
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Company Legal Matters. The Investor understands that the Manager has retained Company Counsel in connection with the formation of the Company and the offering of the Interests and may retain Company Counsel as legal counsel in connection with the management
Company Legal Matters. Each Member hereby agrees and acknowledges that:
Company Legal Matters. Good Hemp, Inc. and Simple Growth, for themselves and their respective members, managers, partners, officers, directors, owners, employees, agents or Affiliates, each hereby acknowledge that Good Hemp, Inc., as the holder of a majority of the Preferred and Common Units, considered as a single class, has engaged Xxxxxxx Xxxxxxxx & Xxxxx, PLLC to represent Good Hemp, Inc. in connection with the formation of the Company and the offering of Units in the Company. Good Hemp, Inc. may also engage Xxxxxxx Xxxxxxxx & Xxxxx, PLLC to represent the Company in connection with the Company’s. Simple Growth agrees that Xxxxxxx Xxxxxxxx & Xxxxx, PLLC may represent Good Hemp, Inc. and the Company in connection with any Company legal matters (including any dispute where either or both of Good Hemp, Inc. and the Company are adverse to Simple Growth). Simple Growth waives any present or prospective conflict of interest which Xxxxxxx Xxxxxxxx & Xxxxx, PLLC has, or may be deemed to have, in connection with representing the Company on any matter. Xxxxxxx Xxxxxxxx & Xxxxx, PLLC has not and will not represent Simple Growth or any of its employees, agents or Affiliates in any capacity, including without limitation, in connection with the formation of the Company, the issuance of Units in the Company or the Company’s operations. Simple Growth has had the opportunity to engage its own independent legal and tax counsel to advise it in connection with the formation of the Company and the issuance of Units in the Company.

Related to Company Legal Matters

  • Legal Matters In the opinion of Xxxxxxxx Xx, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Prospect Capital Corporation 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement.

  • General Matters The parties hereto agree that they will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this Agreement and to effect the purposes hereof.

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