Common use of Consultations with Third Parties; Advice of Counsel Clause in Contracts

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.

Appears in 11 contracts

Samples: Management Agreement (Fat Brands, Inc), Management Agreement (Dine Brands Global, Inc.), Management Agreement (Driven Brands Holdings Inc.)

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Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of gross negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.

Appears in 5 contracts

Samples: Management Agreement, Management Agreement (Yum Brands Inc), Management Agreement

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Related Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.

Appears in 4 contracts

Samples: Management Agreement (Jack in the Box Inc), Management Agreement (Jack in the Box Inc /New/), Management Agreement (Dine Brands Global, Inc.)

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction other Related Documents, the Manager (Ai) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys them and (Bii) may, at the expense of the Manager, consult with external counsel counsel, accountants and other professionals or accountants experts selected and monitored by the Manager in good faith and in the absence of gross negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel counsel, accountants or accountants with respect to legal other professionals or accounting mattersexperts.

Appears in 3 contracts

Samples: Management Agreement, Management Agreement (Iconix Brand Group, Inc.), Management Agreement (Dominos Pizza Inc)

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Related Documents, the Manager (Ai) may act directly or through agents (in compliance with SECTION 8.1(a)) or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (Bii) may, at the expense of the Manager, consult with external counsel counsel, accountants and other professionals or accountants experts selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel counsel, accountants or accountants with respect to legal other professionals or accounting mattersexperts.

Appears in 3 contracts

Samples: Management Agreement (European Wax Center, Inc.), Management Agreement, Management Agreement (Dunkin' Brands Group, Inc.)

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Documents, the Manager (A) may act directly or through agents or attorneys counsel pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys counsel and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.

Appears in 2 contracts

Samples: Canadian Management Agreement (Driven Brands Holdings Inc.), Canadian Management Agreement (Driven Brands Holdings Inc.)

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Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Related Documents, the Manager (Ai) may act directly or through agents (in compliance with Section 8.1(a)) or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (Bii) may, at the expense of the Manager, consult with external counsel counsel, accountants and other professionals or accountants experts selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel counsel, accountants or accountants with respect to legal other professionals or accounting mattersexperts.

Appears in 1 contract

Samples: Management Agreement (Planet Fitness, Inc.)

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Related Documents, the Manager (Ai) may act directly or through agents (in compliance with SECTION 8.1(a)) or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (Bii) may, at the expense of the Manager, consult with external counsel counsel, accountants and other professionals or accountants experts selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel counsel, accountants or accountants with respect to legal other professionals or accounting matters.experts. (j)

Appears in 1 contract

Samples: Management Agreement (Planet Fitness, Inc.)

Consultations with Third Parties; Advice of Counsel. In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of gross negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.. (j)

Appears in 1 contract

Samples: Management Agreement

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