Partnership Counsel. Each Limited Partner hereby acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and any other law firm retained by the General Partner in connection with the management and operation of the Partnership, or any dispute between the General Partner and any Limited Partner, is acting as counsel to the General Partner and as such does not represent or owe any duty to such Limited Partner or to the Limited Partners as a group.
Partnership Counsel. THE PARTNERSHIP, THE GENERAL PARTNER, THE SPECIAL LIMITED PARTNER AND EACH OF THE OTHER MOELIS ENTITIES MAY BE REPRESENTED BY THE SAME COUNSEL. THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE PARTNERSHIP MAY ALSO PERFORM SERVICES FOR THE SPECIAL LIMITED PARTNER AND EACH OF THE OTHER MOELIS ENTITIES AND AFFILIATES THEREOF. THE GENERAL PARTNER MAY, WITHOUT THE CONSENT OF THE LIMITED PARTNERS, EXECUTE ON BEHALF OF THE PARTNERSHIP ANY CONSENT TO THE REPRESENTATION OF THE PARTNERSHIP THAT COUNSEL MAY REQUEST PURSUANT TO THE NEW YORK RULES OF PROFESSIONAL CONDUCT OR SIMILAR RULES IN ANY OTHER JURISDICTION. THE PARTNERSHIP HAS INITIALLY SELECTED SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP (“PARTNERSHIP COUNSEL”) AS LEGAL COUNSEL TO THE PARTNERSHIP. EACH PARTNER ACKNOWLEDGES THAT PARTNERSHIP COUNSEL DOES NOT REPRESENT ANY LIMITED PARTNER IN ITS CAPACITY AS SUCH IN THE ABSENCE OF A CLEAR AND EXPLICIT WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN SUCH LIMITED PARTNER AND PARTNERSHIP COUNSEL (AND THEN ONLY TO THE EXTENT SPECIALLY SET FORTH IN SUCH AGREEMENT), AND THAT IN ABSENCE OF ANY SUCH AGREEMENT PARTNERSHIP COUNSEL SHALL OWE NO DUTIES TO EACH LIMITED PARTNER. EACH LIMITED PARTNER FURTHER ACKNOWLEDGES THAT, WHETHER OR NOT PARTNERSHIP COUNSEL HAS IN THE PAST REPRESENTED OR IS CURRENTLY REPRESENTING SUCH LIMITED PARTNER WITH RESPECT TO OTHER MATTERS, PARTNERSHIP COUNSEL HAS NOT REPRESENTED THE INTERESTS OF ANY LIMITED PARTNER IN THE PREPARATION AND/OR NEGOTIATION OF THIS AGREEMENT.
Partnership Counsel. Each Limited Partner hereby acknowledges and agrees that the Partnership Counsel and any other law firm retained by the General Partner in connection with the organisation of the Partnership, the offering of Partnership Interests, the management and operation of the Partnership, or any dispute between (a) the General Partner or any of their Affiliate, on the one hand, and (b) any Limited Partner, on the other hand, is acting as legal counsel to the General Partner and/or such Affiliates and as such does not represent or owe any duty to such Limited Partner or to the Limited Partners as a group in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then only to the extent specifically set forth in that agreement). In the event any dispute or controversy arises between (i) the General Partner or any of their respective Affiliates when acting on behalf of Partnership or itself on the one hand, and (ii) any Limited Partner, on the other hand, or between (x) any Limited Partner or the General Partner when acting on behalf of the Partnership, on the one hand, and (y) the General Partner or any of their respective Affiliates that the Partnership Counsel represents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either (1) the General Partner, acting on behalf of the Partnership, (2) the General Partner or their respective Affiliates, or (3) both, in any such dispute or controversy to the maximum extent not prohibited by the applicable rules of professional conduct in any jurisdiction, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement. Notwithstanding the foregoing, the portion of the foregoing relating to matters after the admission date of a Limited Partner shall not apply to such Limited Partner to the extent that the foregoing is inconsistent with an established policy of such Limited Partner, and such Limited Partner notifies the General Partner and the Partnership Counsel of such policy in writing prior to such Limited Partner's admission to the Partnership.
Partnership Counsel. The General Partner and SWK have retained Pxxxxx Bxxxx LLP (“Partnership Counsel”) in connection with the formation of the Partnership and may retain Partnership Counsel in connection with the operation of the Partnership, including making, holding and disposing of the Purchased Assets. Each Limited Partner (other than SWK) acknowledges that Partnership Counsel does not represent such Limited Partner (in its capacity as such) in the absence of a clear and explicit written agreement to such effect between such Limited Partner and Partnership Counsel (and then only to the extent specifically set forth in such agreement), and that in the absence of any such agreement Partnership Counsel shall owe no duties to such Limited Partner (in such capacity), whether or not Partnership Counsel has in the past represented or is currently representing such Limited Partner with respect to other matters.
Partnership Counsel. The General Partner has retained Xxxxx Xxxxx LLP in connection with the formation and organization of, and the offering of interests in, the Partnership and any Parallel Funds and expects to retain legal counsel (collectively, “Counsel”) in connection with the management and operation of the Partnership and any Parallel Funds (including in connection with making, financing, holding and disposing of the investments of the Partnership and any Parallel Funds). Counsel to the General Partner and its Affiliates may also be counsel to Partnership or any Parallel Fund. The General Partner may execute on behalf of the Partnership and any Parallel Fund and the Limited Partners any consent to the representation of the Partnership and any Parallel Fund that Counsel may request pursuant to the Illinois Rules of Professional Conduct or similar rules in any other jurisdiction. Each Limited Partner acknowledges and agrees that, whether or not Counsel has in the past represented or is currently representing such Limited Partner with respect to other matters, Counsel does not represent, or owe any duty to, any Limited Partner or the Limited Partners as a group in connection with (i) the preparation or negotiation of this Agreement or (ii) the formation, organization, management or operation of, or offering of interests in, the Partnership or any Parallel Fund. In the event any dispute or controversy arises (x) between any Limited Partner and Partnership or any Parallel Fund or (y) between any Limited Partner or Partnership or any Parallel Fund, on the one hand, and the General Partner or an Affiliate thereof that Counsel represents, on the other hand, then Counsel may represent, in the case of clause (x), the applicable Partnership or Parallel Funds or the General Partner or its Affiliates, or both, and, in the case of clause (y), the General Partner or any Affiliates thereof, in any such dispute or controversy, and each Limited Partner hereby consents to such representation.
Partnership Counsel. Each Limited Partner hereby acknowledges and agrees that Eversheds Xxxxxxxxxx (Luxembourg) LLP and any other law firm retained by the General Partner in connection with the organization of the Partnership, the offering of Units, the management and operation of the Partnership, or any dispute between the General Partner and any Limited Partner, are acting as counsel to the General Partner and as such do not represent or, to the fullest extent permitted by law, owe any duty to such Limited Partner or to the Limited Partners as a group.
Partnership Counsel. The Investor understands and acknowledges that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP represents the Partnership and the General Partner, and not the Investor, in connection with the formation of the Partnership and the General Partner, and that the General Partner expects to retain such legal counsel to represent the Partnership and the General Partner in connection with the management, investment, operations and regulatory matters of the Partnership and the General Partner going forward. Each Investor acknowledges that it may select and retain, at its own expense, separate legal counsel with respect to its investment in the Partnership.
Partnership Counsel. The General Partner has retained Xxxxxx Xxxxx LLP (“Partnership Counsel”) in connection with the formation of the Partnership and may retain Partnership Counsel in connection with the operation of the Partnership, including making, holding and disposing of Investments. Each Limited Partner acknowledges that Partnership Counsel does not represent any Limited Partner (in its capacity as such) in the absence of a clear and explicit written agreement to such effect between such Limited Partner and Partnership Counsel (and then only to the extent specifically set forth in such agreement), and that in the absence of any such agreement Partnership Counsel shall owe no duties to any Limited Partner (in such capacity), whether or not Partnership Counsel has in the past represented or is currently representing such Limited Partner with respect to other matters.
Partnership Counsel. To the extent that the General Partner deems necessary, the Partnership shall retain one or more law firms to be the Partnership’s legal counsel (the “Partnership Counsel”). The fees and expenses of the Partnership Counsel shall be a Partnership expense. Nothing herein shall restrict the Partnership Counsel from acting as counsel to any Partner or any Affiliate of such Partner (at the expense of such Partner or Affiliate), but Partnership Counsel may not represent such Partner or any Affiliate of such Partner in any dispute involving any other Partner or the Partnership (or any of its Subsidiaries).
Partnership Counsel. Each Limited Partner hereby acknowledges and agrees that and any other law firm retained by the General Partner in connection with the formation and organization of the Partnership, the offering of Interests in the Partnership, the management and operation of the Partnership, or any disputes that may arise between the General Partner and/or the Partnership, on the one hand, and any Limited Partner, on the other hand, does not and will not represent or owe any duty to such Limited Partner or to the Limited Partners as a group and may further represent the Partnership in connection with the acquisition, maintenance and/or disposition of any Investments. Each Limited Partner further acknowledges and agrees that neither this Agreement nor the transactions contemplated hereby relating to the management and operation of the Partnership are intended to create an attorney/client or any other relationship between the law firm retained by the General Partner for itself and/or the Partnership, on the one hand, and such Limited Partner, on the other hand, pursuant to which such Limited Partner (acting other than in the name of the Partnership) would have a right to object to such law firm’s representation of any Person under any circumstances.
