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LLP Sample Clauses

LLPIdentification Number.: AAL-7828) , a Limited Liability Partnership Firm incorporation under the Provisions of Limited Liability Partnership Act, 2008 having its registered office at 00X, Xxxxxxxx Xxxxxx, 8th Floor, Room 0X, Xxxx Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx- Xxxxxxxx, Xxxxxxx-000000, represented by its Designated Partner, Sri Xxxxxxxxx Xxxxxx (PAN......................), son of ................................., by faith- Hindu, by occupation- Business, by nationality- Indian, residing at ...................................., Post Office-.............., Police Station- ..............., Pin , hereinafter referred to as “the OWNER/DEVELOPER” (which expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include its successors and successors in interest) of the OTHER PART: Mr./Ms. (Aadhaar no. ) son / daughter of , aged about _, residing at ( PAN _) , or hereinafter called the “Allottee/ Purchasaer” (which expression repugnant to the context meaning thereof be deemed to mean and include its successor-in-interest, and permitted assigns). The Owner/Developer and Allottee shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.
LLP. 3. With respect to our opinions in paragraphs 4 and 6, (a) the enforceability of the Loan Documents may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws, or by equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) relating to or limiting the rights of creditors generally, and (b) the use of the term "enforceable" shall not imply any opinion as to the availability of equitable remedies other than the foreclosure of the liens created by the Loan Documents in accordance with Oregon law. Further, a court of the State may not strictly enforce certain provisions contained in the Loan Documents or allow acceleration of the maturity of the indebtedness if it concludes that such enforcement or acceleration would be unreasonable under circumstances then existing. We do believe, however, that subject to limitations expressed elsewhere in this opinion, enforcement or acceleration against the Borrower would be available if an event of default occurs as a result of a material breach of a material provision contained in the Loan Documents. The following list is not a complete recitation of matters as to which no opinion is expressed, but we wish to emphasize specifically that we express no opinion as to the enforceability of (i) self-help, rights of set off or the right to possession of the personal property or collection of rental or other income without appointment of a receiver or the rights, procedural requirements for or powers of a receiver; (ii) provisions purporting to establish evidentiary standards; (iii) provisions related to the waiver of rights, remedies and defenses; (iv) provisions that permit the Lenders to collect a late charge, increased interest rate after default or maturity or a prepayment premium to the extent such amount exceeds actual damages; (v) any reservation of the right to pursue inconsistent or cumulative remedies; (vi) any "due on encumbrance" clause in any circumstance where the security for the loan would not be impaired; (vii) provisions for payment or reimbursement of costs and expenses or indemnification for claims, losses or liabilities (including, without limitation, attorneys' fees) in excess of statutory limits or an amount determined to be reasonable by any court or other tribunal and any provision for attorneys' fees other than to the prevailing party; (viii) provisions pertaining to jurisdiction or venue; (ix) provisio...
LLP. (g) We express no opinion regarding any requirements to file in any other state, nor as to perfection with respect to intellectual property, including without limitation any requirement to file under any nation-wide system for the perfection of security interests in intellectual property. To the extent that a security interest in intellectual property can be perfected by filing a UCC financing statement in Oregon, the Office of the Secretary of State is the appropriate office. (h) In the case of inventory or other goods held for the benefit of the Borrower by a third-party bailee or warehouseman, perfection of the security interest in the goods may be had by filing only if the interest in the applicable document of title, if negotiable, is perfected by an applicable UCC filing adequately describing the document of title or possession of the document of title, and if the document of title is not negotiable, by (i) filing an applicable UCC financing statement as to the goods, or (ii) receipt by the bailee or warehouseman of notice of the secured party's interest, or (iii) possessing the document of title issued in the name of the secured party.
LLP. “The LLP Agreement hereinabove is hereby ratified” (a). Designated Partner of LLP. – Name and Signature
LLPKPMG LLP is a registered limited liability partnership (“LLP”) established under the laws of the Province of Ontario and, where applicable, has been registered extra-provincially under provincial LLP legislation. KPMG is a partnership, but its partners have a degree of limited liability. A partner is not personally liable for any debts, obligations or liabilities of the LLP that arise from a negligent act or omission by another partner or any person under that other partner’s direct supervision or control. The legislation relating to limited liability partnerships does not, however, reduce or limit the liability of the firm. The firm’s insurance exceeds the mandatory professional indemnity insurance requirements established by the relevant professional bodies. Subject to the other provisions hereof, all partners of the LLP remain personally liable for their own actions and/or actions of those they directly supervise or control.

Related to LLP

  • Company Counsel Legal Opinion Xxxxx 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).

  • 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: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • 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.

  • Counsel The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.