Partnership Counsel Clause Samples
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Partnership Counsel. The General Partner and SWK have retained P▇▇▇▇▇ B▇▇▇▇ 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 PARTNERSHIP, THE GENERAL PARTNER, THE ORIGINAL LIMITED PARTNERS AND EACH OF THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES MAY BE REPRESENTED BY THE SAME COUNSEL (COUNSEL THAT REPRESENTS THE PARTNERSHIP, “PARTNERSHIP COUNSEL”). THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE PARTNERSHIP MAY ALSO PERFORM SERVICES FOR THE GENERAL PARTNER, THE ORIGINAL LIMITED PARTNERS AND EACH OF THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES. 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. 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. Counsel to the Partnership may also be counsel to the General Partner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners 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 (“Rules”). The General Partner has retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as legal counsel to the General Partner and the Partnership (“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 Unitholder acknowledges that Partnership Counsel does not represent any Unitholder (in its capacity as such) in the absence of a clear and explicit written agreement to such effect between such Unitholder 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 Unitholder (in such capacity), whether or not Partnership Counsel has in the past represented or is currently representing such Unitholder with respect to other matters. In the event any dispute or controversy arises between any Unitholder and the Partnership, or between any Unitholder or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that Partnership Counsel represents, on the other hand, then each Unitholder agrees that Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Unitholder hereby Consents to such representation. Each Unitholder further acknowledges that, whether or not Partnership Counsel has in the past represented such Unitholder with respect to other matters, Partnership Counsel has not represented the interests of any Unitholder in the preparation and negotiation of this Agreement.
Partnership Counsel. Each Limited Partner hereby acknowledges and agrees that Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ 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. Each Limited Partner hereby acknowledges and agrees that The Law Office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and any other law firm retained by the General Partner in connection with the organization of the Partnership, the offering of Interests, 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. 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. Each Limited Partner hereby acknowledges and agrees that ▇▇▇▇▇▇, Feinblatt, Rothman, Hoffberger & ▇▇▇▇▇▇▇▇▇, LLC and any other law firm retained by the General Partner in connection with the organization of the Partnership, the offering of Interests, 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. Each Limited Partner hereby acknowledges and agrees that Eversheds ▇▇▇▇▇▇▇▇▇▇ (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. Each Limited Partner hereby acknowledges and agrees that Pitney ▇▇▇▇▇▇ LLP and any other law firm retained by the General Partner in connection with the organization of the Partnership, the offering of interests in the Partnership, 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/or the Partnership and as such does not represent or owe any duty to such Limited Partner or to the Limited Partners as a group.
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).