Common use of Counsel to the Company Clause in Contracts

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 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 Delaware Rules of Qf Professional Conduct or similar rules in any other 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 does not represent any Member in the absence of a clear and continues explicit agreement to represent XXXXX X. XXXXXXsuch effect between the Member and Company Counsel, HORNBLOWER YACHTS, INC. and other affiliated entities. With that in the exception absence of any such representation, agreement Company Counsel owes shall owe no duties directly to a Member. 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 Member Manager (or such Member’s 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 Company Counsel has not represented the interests of any Member other than Xxxxx Xxxxxxx Xxxxx in the preparation and negotiation of this Agreement.

Counsel to the Company. Counsel to the Company may is also be counsel to any Manager or any Affiliate of a Managerthe Managing Member, Mundo Management Group, LLC, Mary Xxx Xxxxxxxx, Xxsax Xxxxxxx, xxd their Affiliates. The Managers may execute on behalf of the Company and the Members any Members, by subscribing to this Agreement, hereby confirm their 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”)under these circumstances. The Company has initially selected Xxxx the Law Offices of Wendx X. Xxxxxxxx Xxxxx, x Professional Corporation (“"Company Counsel”") as legal counsel to the Company. Each Member acknowledges that Company Counsel has represented and continues to does not represent XXXXX X. XXXXXX, HORNBLOWER YACHTS, INCthe Member in the formation or operation of the Company. and other affiliated entities. With the exception of such representation, Company Counsel owes shall owe no duties directly to a Member, but only to the Company. In 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 another Member (or Affiliate of a ManagerMember) 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 his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the RulesCalifornia Rules of Professional Conduct or similar rules in any other jurisdiction, 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.the

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 Qf Professional Conduct or similar rules in any other 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 does not represent any Member in the absence of a clear and continues explicit agreement to represent XXXXX X. XXXXXXsuch effect between the Member and Company Counsel, HORNBLOWER YACHTS, INC. and other affiliated entities. With that in the exception absence of any such representation, agreement Company Counsel owes shall owe no duties directly to a Member. 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 Member Manager (or such Member’s 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 Company Counsel has not represented the interests of any Member other than ____________________ in the preparation and negotiation of this Agreement.