Legal Counsel Relationships Sample Clauses

Legal Counsel Relationships. The Partners acknowledge and agree that Winston & Xxxxxx LLP has only represented the Company in connection with this Agreement and the other transactions related hereto (the “Transactions”). Each Limited Partner is relying solely on his or its own tax and legal advisors, and not Winston & Xxxxxx LLP, with respect to the tax and other legal aspects of his, her or its investment in the Partnership. Further, except for Winston & Xxxxxx LLP’s representation of the Company with respect to the Transactions, or as may otherwise expressly be agreed in writing by Winston & Xxxxxx LLP, in no event shall an attorney-client relationship exist between Winston & Xxxxxx LLP on the one hand and any other Limited Partner and/or their Affiliates, on the other hand. The Limited Partners further agree and consent that Winston & Xxxxxx LLP shall be permitted to render legal advice and to provide legal services to any Limited Partner or the Partnership from time to time, and each Limited Partner covenants and agrees that such representation of a Limited Partner or the Partnership by such firm from time to time shall not disqualify such firm from providing legal advice and legal services to their respective client Limited Partners or Affiliates in matters related or unrelated to this Agreement.
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Legal Counsel Relationships. The Partners acknowledge and agree that Winston & Sxxxxx LLP has only represented the Company in connection with this Agreement and the other transactions related hereto (the “Transactions”). Each Limited Partner, other than the Company, is relying solely on his or its own tax and legal advisors, and not Winston & Sxxxxx LLP, with respect to the tax and other legal aspects of his, her or its investment in the Partnership. Further, except for Winston & Sxxxxx LLP’s representation of the Company with respect to the Transactions, or as may otherwise expressly be agreed in writing by Winston & Sxxxxx LLP, in no event shall an attorney-client relationship exist between Winston & Sxxxxx LLP on the one hand and any other Limited Partner and/or their Affiliates, on the other hand. The Limited Partners further agree and consent that Winston & Sxxxxx LLP shall be permitted to render legal advice and to provide legal services to any Limited Partner or the Partnership from time to time, and each Limited Partner covenants and agrees that such representation of a Limited Partner or the Partnership by such firm from time to time shall not disqualify such firm from providing legal advice and legal services to their respective client Limited Partners or Affiliates in matters related or unrelated to this Agreement.
Sample 1
Legal Counsel Relationships. Each of the Company, the Members and the Managers acknowledges and agrees that Xxxxxxx Xxxx & Xxxxxxxxx LLP (“Willkie”) has represented the Company and the Magnetar Members in connection with this Agreement and other transactions related hereto (the “Transactions”). Except for Xxxxxxx’x representation of the Company and the Magnetar Members with respect to the Transactions, in no event shall an attorney-client relationship exist between Willkie, on the one hand, and any other Member and/or their Affiliates, on the other hand. Each of the Members further agrees and consents that Willkie shall be permitted to render legal advice and to provide legal services to the Magnetar Members and to the Company from time to time, and each of the Members covenants and agrees that such representation of the Magnetar Members or the Company by Willkie from time to time shall not disqualify Willkie from providing legal advice and legal services to the Magnetar Members or any of their respective Affiliates in matters related or unrelated to this Agreement and the Transactions. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, member, partners, officers, employees and Affiliates, that Willkie may serve as counsel to each of the Magnetar Members and their Affiliates, on the one hand, and the Company and the Appgate Entities, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions, and each of the parties hereto hereby
Sample 1
Legal Counsel Relationships. The Members acknowledge and agree that Weil, Gotshal & Manges LLP has represented the Company and the Managing Member in coxxxxxxon with this Agreement and other transactions related hereto (the "Transactions"). Except for Weil, Gotshal & Manges LLP's representation of the Company and the Managing Member wxxx xxspect to the Transactions, in no event shall an attorney-client relationship exist between Weil, Gotshal & Manges LLP on the one hand and any other Member on the other hand.
Sample 1
Legal Counsel Relationships. The Members acknowledge and agree that Weil, Gotshal & Xxxxxx LLP has represented the Company and the GS Investor Group in connection with this Agreement and the Transactions. Except for Weil, Gotshal & Xxxxxx LLP’s representation of the Company and the GS Investor Group with respect to the Transactions, in no event shall an attorney-client relationship exist between Weil, Gotshal & Xxxxxx LLP, on the one hand and any other Member and/or their Affiliates, on the other hand. The Members acknowledge and agree that Proskauer Rose LLP has represented GSO, sub-advisor to FS, in connection with this Agreement and the Transactions. Except for Proskauer Rose LLP’s representation of GSO with respect to the Transactions, in no event shall an attorney-client relationship exist between Proskauer Rose LLP, on the one hand and any Member and/or their Affiliates, on the other hand.
Sample 1
Legal Counsel Relationships. (a) The Members acknowledge and agree that Weil, Gotshal & Xxxxxx LLP and Wiley, Rein & Fielding have represented the Company and certain Class A Members (other than the Management Members ), XxXxxxxxx, Will and Xxxxx have represented Alta and Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. have represented the GS Investors, in connection with this Agreement and other transactions related hereto (the "Transactions"). ------------ Except for Weil, Gotshal & Xxxxxx LLP's, Wiley, Rein & Fielding's, McDermott, Will and Emery's, Fried, Frank, Harris, Xxxxxxx & Jacobson's and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.'s, representation of certain Class A Members with respect to the Transactions, in no event shall an attorney-client relationship exist between Weil, Gotshal & Xxxxxx LLP, Xxxxx, Xxxx & Xxxxxxxx, or XxXxxxxxx, Will and Emery, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx or Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. on the one hand any other Class A Members or the Management Members and/or their Affiliates, on the other hand. (b) The Members acknowledge and agree that Xxxxxxxx Xxxx LLP, and Xxxxxxxxx & Associates have represented the Management Members in connection with the Transactions. Except for Xxxxxxxx Xxxx LLP's and Xxxxxxxxx & Associates' representation of the Management Members with respect to the Transactions (or any other law firm representing any individual Member), in no event shall an attorney/client relationship exist between Xxxxxxxx Xxxx LLP and Xxxxxxxxx & Associates (or any such other law firm representing any individual Member), on the one hand, and the Company or certain Class A Members (other than the Management Members) and/or their Affiliates, on the other hand. (c) The Members agree and consent that Weil, Gotshal & Xxxxxx LLP and/or Wiley, Rein & Fielding and/or XxXxxxxxx, Will and Xxxxx and/or Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx and/or Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and/or Xxxxxxxx Xxxx LLP and/or Xxxxxxxxx & Associates shall each be permitted to render legal advice and to provide legal services to the Members or the Company from time to time, and each of the Members covenant and agree that such representation of a Member and/or the Company by either or both such firms from time to time, shall not disqualify such firms from providing legal advice and legal services to their respective client Members or Affiliates in matters related or un...
Sample 1
Legal Counsel Relationships. MidCon and the Principals acknowledge and agree that Bracewell & Gxxxxxxx LLP has represented Knight and its subsidiaries in connection with the Purchase Agreement and this Agreement and other transactions and agreements related hereto (the “Transactions”). Except for Bracewell & Gxxxxxxx LLP’s representation of Knight and its subsidiaries with respect to the Transactions, no attorney-client relationship exists between Bracewell & Gxxxxxxx LLP on the one hand and the other Principal and/or its Affiliates or Investors, on the other hand.
Sample 1

Related to Legal Counsel Relationships

  • Other Relationships Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note, Coupon, Talon or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit.

  • Banking Relationships Schedule 3.22 shows the names and locations of all banks, trust companies and other financial institutions in which the Company has accounts, lines of credit or safety deposit boxes and, with respect to each account, line of credit or safety deposit box, the names of all Persons authorized to draw thereon or to have access thereto.

  • Certain Relationships No relationship, direct or indirect, exists between or among either of the Transaction Entities, on the one hand, and the directors, officers, stockholders, partners, customers or suppliers of the Transaction Entities, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

  • Legal Counsel; Mutual Drafting Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Lending Relationships Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Underwriters.