Legal Representations. Each party has had the opportunity to have independent counsel and legal advice of his/her own selection in the negotiation of this Agreement. Each party fully understands the facts and has been fully informed as to his/her legal rights and obligations.
Legal Representations. (a) Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that following the Closing, Xxxxxxxx Xxxxxxx LLP may serve as counsel to any directors or officers of a Cobalt Company or any Unitholders, other Restricted Parties, or their Affiliates in connection with any dispute, litigation, claim or proceeding arising out of or relating to this Agreement, notwithstanding representation of the Cobalt Companies before the Closing Date. Each of the Parties hereby does, and will cause each of the Waiving Parties to, expressly consent to the foregoing arrangements, and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection that may arise from any representation by Xxxxxxxx Xxxxxxx LLP expressly permitted by this Section. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxxxxxx Xxxxxxx LLP provides legal services to the Cobalt Companies after the Closing Date.
(b) Each of the Waiving Parties hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Cobalt Companies, on the one hand, and their counsel, on the other hand, made in connection with the negotiation, preparation, execution and delivery of, and performance under, this Agreement by the Cobalt Companies (including the schedules and exhibits hereto), to the extent they are privileged communications and documentation between the Cobalt Companies and such counsel, the ownership of such privilege will not pass to Buyer following the Closing Date.
Legal Representations. The Company makes the following representations and warranties to the Bank:
Legal Representations. The Company acknowledges that it has been represented by independent legal counsel in the preparation of the agreement. Consultant represents that it has consulted with independent legal counsel and /or tax, financial and business advisors to the extent the Consultant deemed necessary.
Legal Representations. In connection with referring Friends to open a Streetbeat Account and the Program Terms, you represent and agree that:
Legal Representations. Purchaser acknowledges that: (a) it has read this Agreement and the Private Placement Memorandum; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel; (c) it has either been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; (d) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.
Legal Representations. The Placement Agent and the Company acknowledge that Hxxxxx Xxxxxxx Xxxxxx & Li LLC is representing the Company in connection with the Placement Agent Agreement and the transactions contemplated thereby and in other matters, and further agree that such firm shall not be disabled or precluded from acting as attorney for the Company or any of its shareholders, directors or officers, in any suit, action or proceeding arising out of the Placement Agent Agreement or the transaction contemplated thereby, or otherwise, by reason of its having acted as the Escrow Agent hereunder.
Legal Representations. The Company makes the following representations and warranties to the Lender:
Legal Representations. (a) Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its Affiliates, and each of their successors and assigns (all such parties, the "Waiving Parties"), that following the Closing, Xxxx, Xxxx & Xxxxxxxxx, P.A. may serve as counsel to any directors or officers of the Company, any Seller or their Affiliates in connection with any dispute, litigation, claim or proceeding arising out of or relating to this Agreement, notwithstanding representation of the Company before the Closing Date. Each of the Parties hereby does, and will cause each of the Waiving Parties to, expressly consent to the foregoing arrangements, and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection that may arise from any representation by Xxxx, Xxxx & Xxxxxxxxx, P.A. expressly permitted by this Section 10.10. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxx, Xxxx & Xxxxxxxxx, P.A. provides legal services to the Company after the Closing Date.
(b) Each of the Waiving Parties hereby irrevocably acknowledges and agrees that all communications and attorney work-product documentation between the Company, on the one hand, and their counsel, on the other hand, made in connection with the negotiation, preparation, execution and delivery of, and performance under, this Agreement by the Company (including the schedules and exhibits hereto), to the extent they are privileged communications and documentation between the Company and such counsel, the ownership of such privilege will not pass to Parent or Buyer following the Closing Date.
Legal Representations. Consultant possesses the academic background and professional experience necessary to perform the Services. Company acknowledges that a principal of Consultant is affiliated with Bxxxxxxxx APC and cannot provide any legal advice to Company. Any legal advice for the Company must be obtained from other attorneys (not Rxxxxxx X. Xxxxxx) as Company may require. Consultant is permitted to engage Buchalter APC for and on behalf of itself or on behalf of the Company, if necessary, as set forth in Appendix A.
