Counsel to the Company. Counsel to the Company may also be counsel to any Member or any Affiliate of a Member.
Counsel to the Company. The Purchaser acknowledges and agrees that this Agreement has been prepared by Brobxxx, Xxlexxx & Xarrxxxx, xxunsel to the Company, which counsel has represented the interests of the Company and not those of the Purchaser with respect to the transactions documented by this Agreement. The Purchaser further acknowledges and agrees that the Purchaser has been provided the opportunity and encouraged to consult with counsel of the Purchaser's own choosing with respect to this Agreement. The Purchaser certifies and acknowledges that the Purchaser has carefully read all of the provisions of this Agreement and that the Purchaser fully understands and shall fully and faithfully comply with such provisions.
Counsel to the Company. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. The Company has corporate power and authority to own and lease its properties and conduct its business as described in the Disclosure Package and the Final Prospectus.
Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules"). The Company has initially selected Buchalter, Nemer, Fields & Younger ("Company Counsel") as legal counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Nonmanager Member in the absence of a clear and explicit written agreement to such effect between the Nonmanager Member and Company Counsel, and that in the absence of any such agreement Company Counsel shall owe no duties directly to a Nonmanager Member. Notwithstanding any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, or between any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Manager (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that: (a) Company Counsel has represented the interests of Sutro and its Affiliates in connection with the formation of the Company and the preparation and negotiation of this Agreement, (b) while communications with Company Counsel concerning the formation of the Company, its Members and Managers may be confidential with respect to third parties, no Member has any expectation that such communications are confidential with respect to Sutro, and (c) Company Counsel has heretofore represented and will continue to represent Affiliates of Sutro in connection with other matters, including their investment activities, which may be competitive with those of the Company.
Counsel to the Company. The Manager shall select attorneys for the Company from a list of attorneys approved for various specified purposes, which shall be attached to, and shall form a part of, each Annual Plan. The fees and disbursements of attorneys so selected shall be paid by the Company. The Members agree that neither shall assert the fact that a law firm has represented (or is representing) the other Member in connection with the negotiation of this Agreement or in connection with other matters unrelated to the Company to be a basis for disqualifying said law firm from representing the Company and that the future representation of the Company by any such law firm shall not disqualify said firm from representing the respective Members in any dispute with each other; provided that said firm shall thereupon cease to represent the Company.
Counsel to the Company. Counsel to the Company may also be counsel ---------------------- to any Member or any Affiliate of a Member. The officers of the Company may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction.
Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Managers may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any jurisdiction (“Rules”). The Company has initially selected Xxxx X. Xxxxxxxx (“Company Counsel”) as legal counsel to the Company. Each Member acknowledges that Company Counsel has represented and continues to represent XXXXX X. XXXXXX, HORNBLOWER YACHTS, INC. and other affiliated entities. With the exception of such representation, Company Counsel owes no duties directly to a Member. In the event any dispute or controversy arises between any Members and the Company, or any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Member (or such Member’s Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that Company Counsel has not represented the interests of any Member in the preparation and negotiation of this Agreement.
Counsel to the Company. Counsel to the Company may also be counsel to a Member with respect to matters related to or unrelated to the Company. The Company has selected Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”) as corporate transaction counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Member in its capacity as a Member in the absence of a clear and explicit written agreement to such effect between the Member and Company Counsel (and then only to the extent specifically set forth in such agreement), and that in the absence of any such agreement, Company Counsel shall owe no duties directly to a Member. [Signature Pages Follow]
Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the Utah Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules").
Counsel to the Company. The Agreement has been duly executed and delivered by the Company (to the extent execution and delivery are governed by the laws of the State of New York).
