Engagement of Securities Counsel Sample Clauses

Engagement of Securities Counsel. Each of the parties hereby agrees and consents to, and ratifies, the prior engagement by WE JAC on behalf of the Holding Company of the law firm of Miles & Stockbridge, a Professional Corporation, a Maryland professional corporation ("M&S"), to act as counsel to the Holding Company, and agrees that the legal fees of such legal counsel and the expenses incurred by them in rendering services for the Holding Company shall be deemed to be part of the Transaction Expenses. Each of the parties hereto (other than WE JAC) hereby acknowledges that it or he understands that (i) M&S has represented WE JAC and its Subsidiaries as its principal outside legal counsel, (ii) M&S has represented, and will continue to represent, WE JAC in connection with the negotiations relating to this Agreement and the preparation of this Agreement, and (iii) M&S also will be representing the Holding Company in connection with negotiations relating to this Agreement. Each such party acknowledges that it has been advised by M&S and their respective legal counsel that there may be potential conflicts of interest as a result of such dual representation by M&S. WE JAC further acknowledges that it has been advised by M&S that in the event of a conflict between WE JAC and the Holding Company, M&S could not ethically favor either WE JAC's or the Holding Company's interests over the interests of the other, and that M&S' representation of the Holding Company in connection with these transactions may limit the protections that normally would be afforded to WE JAC by the attorney/client privilege doctrine as it relates to communications between WE JAC and M&S relating to these matters and that M&S may be required to disclose to the other parties to this Agreement certain otherwise confidential communications between WE JAC and M&S. 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 (other than disputes between WE JAC and the Holding Company), M&S will continue to represent WE JAC and its interests in connection with such dispute or controversy. 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 M&S of the Holding Company and WE JAC. M&S may rely on the acknowledgments, agreements and consents of the parties pursuant to this Section 1.2.1.
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Related to Engagement of Securities Counsel

  • Treatment of Securities The Company will treat the Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Payment of Securities 30 SECTION 4.02.

  • Offering of Securities by the Underwriters Upon authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions to be set forth in the Prospectus.

  • Registration of Securities and Physical Separation All Securities held for a Portfolio which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian or a Sub-Custodian in that form; all other Securities held for a Portfolio may be registered in the name of that Portfolio, in the name of any duly appointed registered nominee of the Custodian or a Sub-Custodian as the Custodian or such Sub-Custodian may from time to time determine, or in the name of the Book-Entry System or a Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian or any Sub-Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry System or a Depository, any Securities which the Custodian of a Sub-Custodian may hold for the account of a Portfolio and which may from time to time be registered in the name of a Portfolio. The Custodian shall hold all such Securities specifically allocated to a Portfolio which are not held in the Book-Entry System or a Depository in a separate account for such Portfolio in the name of such Portfolio physically segregated at all times from those of any other person or persons.

  • Monitoring and Risk Assessment of Securities Depositories Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Advisor by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

  • Investment of Security Funds Any amounts not payable to ---------------------------- Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article XI shall be held by Lessor as security for the obligations of ---------- Lessee under this Lease and the other Operative Documents. At such time as no Lease Event of Default or Lease Default, or Lease failure to perform shall be continuing, such amounts, net of any amounts previously applied to Lessee's obligations hereunder or under any other Operative Documents, shall be paid to Lessee. Any such amounts which are held pending payment to Lessee or application hereunder shall be invested by Lessor (or Administrative Agent) as directed from time to time in writing by Lessee (provided, however, if a Lease Event of Default has occurred and is -------- ------- continuing, such investment will be directed by Lessor), and at the expense and risk of Lessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee will promptly pay to Lessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment), such amount to be held, paid and applied in the same manner as other amounts subject to this Section 18.17. ------------- [signature page follows]

  • Issuance of Securities to Underwriters The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.

  • Without Consent of Securityholders The Company and the Trustee may from time to time and at any time amend the Indenture, without the consent of the Securityholders, for one or more of the following purposes:

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