Consent to Representation. The Company and the Underwriters acknowledge that Xxxxxx & Xxxxxx L.L.P., which is acting as counsel to the Underwriters in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Xxxxxx & Xxxxxx L.L.P. so acting as counsel to the Underwriters.
Consent to Representation. This agreement also constitutes notice to Recipient that Provider has engaged DLA Piper LLP (US) as its legal counsel in connection with the Possible Transaction, and Recipient hereby (i) consents to the continued representation of Provider by DLA Piper LLP (US) in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Recipient and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) that may arise from its representation of Provider in connection with the Possible Transaction, including but not limited to representing Provider against Recipient and/or its affiliates in litigation, arbitration, or mediation in connection therewith. In addition, Recipient hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Recipient has obtained independent legal advice with respect to this consent and waiver. Recipient further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US), and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. If Recipient has any questions regarding this paragraph, please contact Xxx Xxxxx at DLA Piper LLP (US) at (000) 000-0000 or xxx.xxxxx@xxxxxxxx.xxx. DLA Piper LLP (US) is an express third party beneficiary of this paragraph.
Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx & Exxxxx L.L.P., which is acting as counsel to the Underwriters in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vxxxxx & Exxxxx L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By /s/ Cxxxxx X. Xxxx Name: Cxxxxx X. Xxxx Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Assistant Secretary BANC OF AMERICA SECURITIES LLC J.X. XXXXXX SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. BY: BANC OF AMERICA SECURITIES LLC By /s/ Jxxxxx X. Xxxxxxx Name: Jxxxxx X. Xxxxxxx Title: Vice President BY: J.X. XXXXXX SECURITIES INC. By /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President BY: GREENWICH CAPITAL MARKETS, INC. By /s/ Txxxxx Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Issuer: Waste Management, Inc. Guarantor: Waste Management Holdings, Inc. Size: $600,000,000 Maturity: March 15, 2018 Coupon: 6.10% Price: 99.598% of face amount Yield to maturity: 6.154% Spread to Benchmark Treasury: 2.60% Benchmark Treasury: 3.50% 2/15/2018 Benchmark Treasury Price and Yield: 99-17+ 3.554% Interest Payment Dates: Semi-annually on March 15th and September 15th, commencing September 15, 2008 Redemption Provisions: Optional Redemption: At any time for an amount equal to the greater of (1) 100% of the principal amount of the notes redeemed and repaid, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes discounted to the redemption date at the applicable Treasury Yield plus 40 basis points.
Consent to Representation. 15.1 Each of the Members hereby acknowledges that Corporate Counsel drafted this Agreement and that he: (a) has been advised by Corporate Counsel that his interest in the Agreement may conflict with those of the other Members or the Company; (b) has received from Corporate Counsel a disclosure of the facts causing that conflict of interest; (c) has been advised by Corporate Counsel that this Agreement will have tax consequences; (d) has been encouraged by Corporate Counsel to seek independent legal counsel and other professional advice regarding this Agreement and its tax consequences; and (e) is aware that if a conflict between the parties concerning this Agreement arises in the future, Corporate Counsel may be required to withdraw from representing him in his affiliated capacities with the Company, which would result in expense and inconvenience.
Consent to Representation. (a) Effective as of the Closing, Parent and Buyer hereby waive and agree not to assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing of the Securityholders’ Representative, any Company Securityholder, any of their respective Affiliates, any officer, employee or director of the Securityholders’ Representative, the Company, or any of its subsidiaries, or any Company Securityholder (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement, the Ancillary Agreements, or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) (each such matter, an “Applicable Matter”) by Gxxxxxx Procter LLP and any other legal counsel currently representing any Designated Person in connection with this Agreement, any Ancillary Agreement, any agreement, certificate, instrument or other document executed or delivered pursuant thereto, or any transaction contemplated hereby or thereby (including the negotiation, execution or performance hereof or thereof) (the “Current Representation”).
(b) Effective as of the Closing, Parent and Buyer hereby agree not to control or assert, and Parent and Buyer agree to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to control or assert, any attorney-client privilege, work product protection or other similar privilege or protection applicable to any communication between any legal counsel and any Designated Person during the Current Representation in connection with any Applicable Matter (“Privileged Deal Communications”), and agrees not to use or rely on, and to cause the First Merger Surviving Entity, the Second Merger Surviving Entity, and each their respective Subsidiaries not to use or rely on, any such communications, in each case in connection with any Applicable Matter, including in connection with a dispute with Parent, the First Merger Surviving Entity, the Second Merger Surviving Entity, or any of their respective Affiliates (including, after the Clos...
Consent to Representation. The undersigned acknowledges and agrees that Kattxx Xxxxxx & Xavix xxx acted as legal counsel to the Company in connection with this offering of Shares and that such firm has in the past and may from time to time in the future render services to the Company and its affiliates. The undersigned further acknowledges and agrees that such firm may also, in the future, render services to the Company with respect to activities other than the offer and sale of Shares. The undersigned understands that Kattxx Xxxxxx & Xavis is not representing the undersigned or any other prospective purchaser of Shares in connection with this Offering.
Consent to Representation. Buyer understands and acknowledges the Escrow Agent provides and has provided legal representation and counsel to BMP, Xxxxxxx X. Xxxx, President and Chairman of BMP, Xxxxxx X. Xxxx, Director of BMP, and Hydromer, Inc. and affiliate of BMP, and that service as Escrow Agent hereunder does not constitute legal representation of, or counsel to Buyer. Service as Escrow Agent hereunder will not bar Escrow Agent from continuing its representation of such persons and entities, including but not limited to representation in connection with the Agreement, or otherwise in connection with this Escrow Agreement. Buyer hereby consents to such representation.
Consent to Representation. You hereby consent to the current and future representation by Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP ("WLDD"), of (a) the Company with respect to the offering of Units and (b) the Company and its affiliates with respect to other activities. You represent and warrant that you understand and acknowledge the different interests involved in WLDD's representation of the Company and its affiliates.
Consent to Representation. The Investor acknowledges and agrees that Winston & Xxxxxx LLP is legal and tax counsel to the General Partner and the Investment Manager in connection with this offering of Interests and that such firm has in the past, does and may from time to time in the future, render services to the General Partner, the Investment Manager and its affiliates. The Investor further acknowledges and agrees that such firm may also, in the future, render services to the Fund with respect to activities other than the offer and sale of Interests. The Investor understands that Winston & Xxxxxx LLP is not representing the Investor or any other prospective purchaser of Interests in connection with this Offering.
Consent to Representation. THE PARTIES ACKNOWLEDGE THAT CXXXXXXX, PATCH, DXXXX & BASS LLP (“CPDB”) REPRESENTS THE COMPANY FOR PURPOSES OF THIS AGREEMENT AND DOES NOT REPRESENT EXECUTIVE. EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO SEEK INDEPENDENT COUNSEL REGARDING THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. THE PARTIES AGREE THAT IN THE EVENT OF ANY CONFLICT OF INTEREST ARISING OUT OF THIS AGREEMENT, CPDB REPRESENTS THE INTERESTS OF THE COMPANY AND NOT THE EXECUTIVE.
