Local and Foreign Counsel Sample Clauses

Local and Foreign Counsel. Xxxxxx Xxxxxxx LLP, as special British Columbia and Alberta counsel to the Loan Parties • Xxxxxx de Xxxxx, LLP, as special Quebec counsel to the Loan Parties • Macfarlanes, as UK counsel to the Loan Parties • Noerr LLP, as German counsel to the Loan Parties • Ernst & Young Societe d’Avocats, as French counsel to the Loan Parties • Levy & Salomao Advogados, as Brazilian counsel to the Loan Parties • A&L Goodbody, as Irish counsel to the Loan Parties • CMS xxx Xxxxxx Xxxxxxx XX, as Swiss counsel to the Loan Parties • Ernst & Young, as Italian counsel to the Loan Parties • Xxx & Xxxxx, as Korean counsel to the Loan Parties • Elvinger Dessoy Dennewald, as Luxembourg counsel to the Loan Parties • Xxxxxx xx Xxxxxxx & Associados, as Portugal counsel to the Loan Parties • King & Spalding, as Georgia and Texas counsel to the Loan Parties • Xxxxxx, Xxxxx & West, as Ohio counsel to the Loan Parties • Xxxxxxx Xxxxx PLLC, as West Virginia counsel to the Loan Parties • Ice Xxxxxx, as Indiana counsel to the Loan Parties • Xxxx, Stettinius & Hollister LLP, as Kentucky counsel to the Loan Parties Schedule 4.01 (o)(iii)
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Local and Foreign Counsel. 6.1(l) Filing Jurisdictions 6.1(p) Title Insurance Policies 7.9(e) Leased U.S. Inventory Locations 8.2(h) Permitted Indebtedness 8.3(j) Permitted Liens 8.4(a) Permitted Guarantee Obligations 8.6(i) Permitted Asset Sales 8.9(c) Permitted Investments 8.11(v) Permitted Transactions with Affiliates EXHIBITS A-1 Form of Revolving Credit Note A-2 Form of Swing Line Note A-3 Form of Tranche B Dollar Term Note A-4 Form of Tranche B Euro Term Note B Form of Guarantee and Collateral Agreement C Form of Mortgage D-1 Form of Opinion of Debevoise & Xxxxxxxx, Special New York Counsel to the Loan Parties D-2 Form of Opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., Special Delaware Counsel to Certain of the Loan Parties D-3 Form of Opinion of Xxxxxxx X. Xxxxx, Counsel to Certain of the Loan Parties D-4 Form of Opinion of Counsel to the Foreign Subsidiary Borrowers E Form of U.S. Tax Compliance Certificate F Form of Assignment and Acceptance G Form of Swing Line Loan Participation Certificate H Form of Borrowing Certificate I Form of Landlord Waiver J Form of Closing Certificate K Form of Letter of Credit Request L Form of Assumption Agreement M Form of Joinder Agreement CREDIT AGREEMENT, dated as of April 7, 2004, among CDRV ACQUISITION CORPORATION, a Delaware corporation (“Acquisition Corp.” and, together with any assignee of, or successor by merger to, Acquisition Corp.’s rights and obligations hereunder as provided herein, the “Parent Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) (the Foreign Subsidiary Borrowers together with the Parent Borrower, being collectively referred to as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBAG”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC. (“CNAI”), as syndication agent (in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A. (“BOA”), BNP PARIBAS (“BNPP”) and BARCLAYS BANK PLC (“Barclays”), as documentation agent (in such capacity, individually, each a “Documentation Agent” and, collectively, the “Documentation Agents”). The parties hereto hereby agree as follows:
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Related to Local and Foreign Counsel

  • 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.

  • 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.

  • Employment of Administrative Agents and Counsel The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives 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.

  • 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.

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

  • Inventions Assigned to the United States I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

  • Opinion and Negative Assurance Letter of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Employment of Agents and Counsel The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

  • No Conflict; Government Consent Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or (ii) the Borrower’s or any Guarantor’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, is required to be obtained by the Borrower or any Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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