Engagement of English Holding Company Counsel Sample Clauses

Engagement of English Holding Company Counsel. Each of the parties hereby agrees, consents to and ratifies the prior engagement by ITS PLC, on behalf of the Holding Company, of the law firm of Xxxxxx Xxxxx Xxxxxxx ("Xxxxxx Xxxxx"), London, England, as counsel to the Holding Company in connection with the AIM Application, the Section 110 Agreement and related matters, and agrees that the fees of and expenses incurred by Xxxxxx Xxxxx in rendering services for the Holding Company pursuant to the engagement letter between the Holding Company and Xxxxxx Xxxxx shall be deemed part of the Transaction Expenses. Each of the parties hereto (other than ITS PLC) hereby acknowledges that it understands that (a) Xxxxxx Xxxxx has represented ITS PLC as its principal outside legal counsel, (b) Xxxxxx Xxxxx has represented, and will continue to represent ITS PLC in connection with the negotiations relating to this Agreement and (c) Xxxxxx Xxxxx will be representing ITS PLC in connection with negotiations relating to this Agreement. Each such party acknowledges that it has been advised by Xxxxxx Xxxxx and their respective legal counsel that there may be potential conflicts of interest as a result of such dual representation by Xxxxxx Xxxxx. ITS PLC further acknowledges that it has been advised by Xxxxxx Xxxxx that in the event of a conflict between ITS PLC and the Holding Company, Xxxxxx Xxxxx'x representation of the Holding Company in connection with these transactions may limit the protections that normally would be afforded to ITS PLC by the attorney/client privilege doctrine as it relates to communications between ITS PLC and Xxxxxx Xxxxx relating to these matters, and that Xxxxxx Xxxxx may be required to disclose to the other parties to this Agreement certain otherwise confidential communications between ITS PLC and Xxxxxx Xxxxx. The parties to this Agreement also understand and agree that in the event that any dispute or controversy should arise by and between or by and among any of the parties to this Agreement (including disputes between ITS PLC and the Holding Company) Xxxxxx Xxxxx will continue to represent ITS PLC and its interests in connection with such dispute or controversy, and, in the event such dispute is between ITS PLC and the Holding Company, Xxxxxx Xxxxx will withdraw from its representation of the Holding Company. Nevertheless, despite having been advised as to these matters, each of the parties hereto, in the interest of cost-savings and efficiency, consents to the dual representation by Xxxxxx X...
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Related to Engagement of English Holding Company Counsel

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Financial Advisor 27 SECTION 3.18

  • 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.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

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