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
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Company Legal Matters. Each Member hereby agrees and acknowledges that: (a) Holland & Knight LLP (“Holland & Knight”) has been retained as legal counsel by the Board of Managers in connection with the formation of the Company and the offering of Member interests and in such capacity has provided legal services to the Board of Managers and the Company. The Board of Managers expects to retain Holland & Knight to provide legal services to the Board of Managers and the Company in connection with the management and operation of the Company. (b) Holland & Knight is not and will not represent the Members in connection with the formation of the Company, the offering of Member interests, the management and operation of the Company, or any dispute that may arise between the Members on the one hand and the Board of Managers and the Company on the other (the “Company Legal Matters”). (c) Each Member will, if it wishes counsel on a Company Legal Matter, retain its own independent counsel with respect thereto and, except as otherwise specifically provided by this Agreement, will pay all fees and expenses of such independent counsel. (d) Each Member hereby agrees that Holland & Xxxxxx may represent the Board of Managers and/or the Company in connection with any and all Company Legal Matters that are or in the future may become adverse to one or more Members, including disputes and litigation, and waives any potential or actual conflict of interest, including the right to disqualify Holland & Xxxxxx from such representation, that could arise by virtue of the fact that a Member is or becomes a client of Holland & Knight; provided, however, that the Members are not hereby agreeing to Holland & Xxxxxx’x representation of the Company in a derivative action on their behalf against the Board of Managers.
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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.
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Related to Company Legal Matters

  • Legal Matters In the opinion of Xxxx Xxxxxx, 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.

  • 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. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: xxx.xxxxx.xxx, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: xxxx://xxx.xxxxx.xxx/free.

  • 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.

  • 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.

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

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