Reliance on Counsel and Accountants Sample Clauses

Reliance on Counsel and Accountants. The General Partner, the AIFM, the Management Company, the Administrator, the Partnership Representative and the Designated Individual may consult with legal counsel, tax advisors, accountants, investment bankers and other similar advisors engaged by the Fund, the General Partner, the AIFM, KKR or any other KKR Affiliate and any act or omission suffered or taken by the General Partner, the AIFM, the Management Company, the Administrator, the Partnership Representative and/or the Designated Individual on behalf of the Fund or in furtherance of the interests of the Fund in good faith in reliance upon and in accordance with the advice of such advisors will be full justification for any such act or omission, and the General Partner, the AIFM, the Management Company, the Administrator, the Partnership Representative and the Designated Individual will be fully protected and not liable to the Fund or any Limited Partner in so acting or omitting to act so long as (a) such legal counsel, tax advisors, accountants, investment bankers or other similar advisors were selected and monitored with reasonable care and (b) all information known to the General Partner, the AIFM, the Management Company, the Partnership Representative or the Designated Individual (as applicable) at the time the advice is given that the General Partner, the AIFM, the Management Company, the Partnership Representative or the Designated Individual (as applicable) determines in good faith is necessary for such advisors to render such advice has been furnished or made available to such advisors. For purposes of the application of this Section 6.6.8, consultation with investment bankers shall be limited to circumstances in which the General Partner, the AIFM or the Management Company consults with investment bankers with respect to the structuring of Portfolio Investments or the operations of the Fund or a Portfolio Investment and shall not include circumstances in which the General Partner, the AIFM or the Management Company consults with investment bankers regarding the exercise of investment discretion by the General Partner (or the provision of recommendations related thereto by the AIFM or the Management Company).
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Related to Reliance on Counsel and Accountants

  • 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.

  • Reliance on Counsel The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel provided that such counsel shall have been selected with due care.

  • Legal and Accounting Fees All charges for services and expenses of the Trust's legal counsel and independent accountants.

  • Legal and Accounting Fees and Expenses All charges for services and expenses of the Corporation’s legal counsel and independent auditors for the benefit of the Fund;

  • 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.

  • Reliance on Company Statement Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

  • Legal and Accounting Services The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

  • 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;

  • Cooperation with Accountants PFPC shall cooperate with the Fund's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

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