Common use of Legal Counsel and Representation; Accountants Clause in Contracts

Legal Counsel and Representation; Accountants. The parties hereto --------------------------------------------- have agreed to the preparation of this Agreement by Giancarlo & Xxxxxx, A Professional Corporation, counsel for Point West, notwithstanding any conflict of interest(s) that may exist between or among any of the other parties hereto or the Company. Each Member who is a party hereto and not represented by Giancarlo & Xxxxxx, A Professional Corporation, further acknowledges that such Person has been advised to seek advice of such Person's own independent counsel regarding the transactions contemplated herein and has either done so or voluntarily and knowingly elected not to seek such advice. Each such Person further acknowledges that this Agreement and any other agreements, documents, and instruments referenced herein may have tax consequences for such Person and that such Person has been advised to seek advice of independent accountants or other tax advisors as to such matters and has either done so or voluntarily and knowingly elected not to seek such advice.

Legal Counsel and Representation; Accountants. The parties hereto --------------------------------------------- have agreed to the preparation of this Agreement by Giancarlo & Xxxxxx, A Professional Corporation, counsel for Point West, notwithstanding not withstanding any conflict of interest(s) that may exist between or among any of the other parties hereto or the Company. Each Member who is a party hereto and not represented by Giancarlo & Xxxxxx, A Professional Corporation, Corporation further acknowledges that such Person has been advised to seek advice of such Person's own independent counsel regarding the transactions contemplated herein and has either done so or voluntarily and knowingly elected not to seek such advice. Each such Person further acknowledges that this Agreement and any other agreements, documents, and instruments referenced herein may have tax consequences for such Person and that such Person has been advised to seek advice of independent accountants or other tax advisors as to such matters and has either done so or voluntarily and knowingly elected not to seek such advice.

Legal Counsel and Representation; Accountants. The parties hereto --------------------------------------------- have agreed to the preparation of this Agreement by Giancarlo & Xxxxxx, A Professional Corporation, counsel for Point West, notwithstanding not withstanding any conflict of interest(s) that may exist between or among any of the other parties hereto or the Company. Each Member who is a party hereto and not represented by Giancarlo & Xxxxxx, A Professional Corporation, Corporation further acknowledges that such Person has been advised to seek advice of such Person's own independent counsel regarding the transactions contemplated herein and has either done so or voluntarily and knowingly elected not to seek such advice. Each such Person further acknowledges that this Agreement and any other agreements, documents, and instruments referenced herein may have tax consequences for such Person and that such Person has been advised to seek advice of independent accountants or other tax advisors as to such matters and has either done so or voluntarily and knowingly elected not to seek such advice.. 12.14

Legal Counsel and Representation; Accountants. The Each of the parties ---------------------------------------------- hereto --------------------------------------------- have agreed to the preparation of this Agreement by Giancarlo & Xxxxxx, A Professional Corporation, counsel for Point WestWest and the Company, notwithstanding any conflict of interest(s) that may exist between or among any of the other parties hereto or the Company. Each Member who is a party of the parties hereto and not represented by Giancarlo & Xxxxxx, A Professional Corporation, further acknowledges that such Person has been advised to seek advice of such Person's own independent counsel regarding the transactions contemplated herein and has either done so or voluntarily and knowingly elected not to seek such advice. Each such Person (including, without limitation, Isard and the Xxxxx XXX) further acknowledges that this Agreement and any other agreements, documents, and instruments referenced herein may have tax consequences for such Person and that such Person has been advised to seek advice of independent accountants or other tax advisors as to such matters and has either done so or voluntarily and knowingly elected not to seek such advice.