PROFESSIONAL COUNSEL Sample Clauses

PROFESSIONAL COUNSEL. Broker hereby recommends that Buyer seek legal, tax, property financing, property inspection, appraisal, environmental engineering and other professional advice (if appropriate) relating to any proposed transaction. Buyer agrees that Buyer will not rely on Broker for such professional advice nor rely on Broker for payment of such services.
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PROFESSIONAL COUNSEL. To the extent necessary, the Lender has obtained, to the extent necessary, professional advice regarding the investment, tax and legal merits and consequences of the Exchange and an investment in the Shares and the Conversion Shares issuable upon conversion of the Shares (together with the Shares, the “Exchange Securities”). 2.5
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PROFESSIONAL COUNSEL. Buyer acknowledges that Xxxxxx is being retained solely as a real estate agent and not as an attorney, tax advisor, lender, appraiser, surveyor, structural engineer, home inspector or other professional service provider. Xxxxx agrees to seek professional advice concerning the condition of the property, legal, tax and other professional service matters.
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PROFESSIONAL COUNSEL. The Broker hereby states that they do not provide legal advice, 89 appraisal values, tax advice or other advice with respect to real estate which requires the services of an 90 expert including, but not limited to, engineers, surveyors, appraisers, environmental consultants or 91 governmental agencies, etc.. Buyer is advised to contact professionals or specialists regarding these 92 services. The Broker does not make any representation or warranty with respect to the advisability or the 93 legal effect of any transaction contemplated by the Buyer.
Sample 1
PROFESSIONAL COUNSEL. The information within this Agreement is not intended to be advice on tax or legal matters, but merely to assist consideration of these. Whilst the advantages may be very significant, the complexity of such planning necessitates the advice of a qualified adviser who can consider every factor involved, your legal and tax obligations and the suitability of suggestions for the specific circumstances. I confirm that I have taken independent professional advice Name of Advisor:
Sample 1
PROFESSIONAL COUNSEL. CLIENT understands that a real estate broker is qualified to advise on matters concerning real estate, but is not expert in matters of law, tax, financing, surveying, structural conditions, hazardous materials, mold, radon, or engineering. CLIENT acknowledges he has been advised by Agent to seek expert assistance for advice on such matters. In the event Agent provides names or sources for such advice or assistance, CLIENT understands and acknowledges that Agent does not warrant the services of such experts or their products and cannot warrant the condition of property to be acquired, or guarantee that all property defects are disclosed by the seller. Agent does not investigate the status of permits, zoning, location of property lines, and/or code compliance and Agent does not guarantee the accuracy of square footage of a structure; CLIENT is to satisfy himself concerning these issues.
Sample 1

Related to PROFESSIONAL COUNSEL

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Financial Counseling For a one-year period after termination of employment, the Corporation shall provide the Employee with professional financial counseling services comparable in scope and value to the financial counseling services made available to the Employee immediately prior to the Change in Control.

  • 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.

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • 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.

  • 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.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

  • Liaison with Accountants PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • General Counsel The General Counsel subject to the discretion of the Board of Directors, shall be responsible for the management and direction of the day-to-day legal affairs of the Company. The General Counsel shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Board of Directors or the President.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

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