Greenberg Traurig, P Sample Clauses

Greenberg Traurig, P. A., counsel to the Obligors, in form axx xxxxxxnxx xxxxsfactory to the Agents;
Sample 1
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Greenberg Traurig, P. A. and any of its affiliated entities xxx xxx xf their current or former respective officers, directors, partners, attorneys, employees or agents, Company:______ Goble:______ that were described in that certain suit caxxxxxed Richard Goble, individually, and Richard Goble, as Trustee xx Xxx Xxxxx First Revocable Trusx xxxxx 0/00/1999 derivatively on xxxxlf of Empire Financial Holding Company, v. Greenberg Traurig, P.A. in the Circuit Court of the Eighxxxxxx Xxxxxixx Xxxxuit in and for Seminole County, Florida (the "Greenberg Litigation"), and any other claims that Goble may xxxx xxxerted against Greenberg Traurig, P.A. and xxx of its affiliated entities xxx xxx xf their current or former respective officers, directors, partners, attorneys, employees or agents arising out of or related to their representation of the Company or its subsidiaries or alleged representation of any officer or director of the Company, (v) that certain Employment Agreement, dated December 27, 2001, by and between Richard Goble and the Company, (vi) that certain Employment Xxxxxxxxx, xated March 10, 2000, by and between Richard Goble and the Company, (vii) that certain Asset Purxxxxx Xxxxxxxxx, dated July 11, 2001, by and among the Company, Centennial Capital Management, Inc. and Centennial Capital Holdings, Inc., (viii) any claims for indemnification or contribution pursuant to the Company's articles of incorporation or bylaws or any other agreement entered into between the Company and Richard Goble (other than pursuant to the terms of the Settxxxxxx Xxxxxxent) and any claims by Goble for indemnification or contribution relating to the Rxxxxxds Litigation (as hereinafter defined), (ix) that cerxxxx Xxxreholders Agreement, effective as of March 13, 2000, by and among the Company, Kevin M. Gagne and Richard Goble, (x) that certain Voting Axxxxxxxx, xxxxxxxxx xx xx Xxxxx 13, 2000, by and between Kevin M. Gagne and Richard Goble and (xi) the Lease Agreemexxx (xx xxxxxxd in xxx Xxxxxxxxxt Agreement).
Sample 1
Greenberg Traurig, P. A. shall initially xxx xx Xxcxxx Xxxnt pursuant to Paragraphs 9, 10 and 11 of this Agreement. The Escrow Agent may at any time resign hereunder by giving written notice of its resignation to all parties hereto at least thirty (30) days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation, all cash, documents and all other property (collectively the "Property") then held by the Escrow Agent hereunder shall be delivered by it to such persons as may be designated in writing by all parties hereto, whereupon all its prospective obligations as Escrow Agent hereunder shall cease and terminate. The Escrow Agent's sole responsibility thereafter shall be to keep safely all property then held by it and to deliver same to a person designated by all parties hereto or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. In addition, the Escrow Agent shall be discharged of its prospective duties and obligations hereunder upon its interpleading in a court of competent jurisdiction all of the funds and property then held by it hereunder. All parties hereto hereby submit to the personal jurisdiction of said court (but solely for the purpose of implementing this Agreement) and waive all rights to contest said jurisdiction. However, the Escrow Agent's resignation and/or interpleading of the Property shall not in any manner affect or impair any of its obligations under Paragraph 9 of this Agreement. Westmark shall be individually obligated to reimburse the Escrow Agent for all its fees, costs and expenses in connection herewith, including reasonable counsel fees. Westmark and MIOA shall be jointly and severally obligated to indemnify the Escrow Agent and hold it harmless against any claim asserted against it or any liability, loss or damage incurred by it in connection herewith, including attorney's fees and costs. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any securities, cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Agreement. MIOA acknowledges that the Escrow Agent is counsel for Westmark and agrees that no action taken by the Escrow Agent under this Agreement shall affect or impair the right of the Escrow Agent to represent such party(ies) in any matter, including an interpleader action pursuant to this Agreement.
Sample 1

Related to Greenberg Traurig, P

  • Company Counsel Legal Opinion Cowen 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).

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • 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

  • Messrs Cope and Xxxxxxxxxx have shared voting and investment power over the shares being offered under the prospectus supplement filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.

  • Agent’s Counsel Legal Opinion The Agent shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Agent, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they may request to enable them to pass upon such matters.

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • Actions at the Closing At the Closing:

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • 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.

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