Retention of Advisors. The Trustee may consult legal counsel and other professional advisors who may, but need not, be its counsel or advisors or counsel or advisors to the Bank, the Committee, or any Participant or beneficiary, with respect to the meaning and construction of this Agreement or its powers, obligations, and conduct hereunder. The Trustee shall be entitled to reasonable reimbursement from the Trust Fund for such legal counsel's and other professional advisors' fees. The Trustee shall not be deemed imprudent solely by reason of its taking or refraining from taking any action in accordance with the opinion of counsel.
Retention of Advisors. The Custodian may reasonably consult legal counsel and other professional advisors who may, but need not, be its counsel or advisor or counsel or advisor to any party having an interest in or connected with the Account or the Agent, with respect to the meaning and construction of this Agreement or its power, obligations, and conduct hereunder. The Custodian shall be entitled to reasonable reimbursement for such legal counsel’s and other professional advisor’s fees. The Custodian shall not be liable for the consequences of, and shall be fully protected in acting pursuant to or relying upon, the advice of such legal counsel or advisors.
Retention of Advisors. At any time Issuers shall fail to continue to engage a consultant reasonably acceptable to Agent (it being understood that Xxxxxxxxx & Co., In. is acceptable to Agent) to provide operational advice, perform cash flow modeling and otherwise provide advisory services pursuant to such terms of engagement (including such other duties and responsibilities) as are acceptable to Agent);
Retention of Advisors. The Trustee may consult with legal counsel and other professional advisors who may, but need not, be its counsel or advisors or counsel or advisors to the Company, the Plan Administrator, the Committee, or any Plan Participant or beneficiary, with respect to the meaning and construction of this Agreement or its powers, obligations, and conduct hereunder. The Trustee shall be entitled to reasonable reimbursement from the Trust Fund for such legal counsel's and other professional advisors' fees. The Trustee shall not be deemed imprudent, and shall be fully and completely protected, by reason of its taking or refraining form taking any action in accordance with the opinion of counsel.
Retention of Advisors. Buyer and Sellers acknowledge and agree that Mxxxx Xxxxx has represented Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, and that Sellers, the Companies and their respective Associated Persons (the “Sellers’ Group Members”) have a reasonable expectation that Mxxxx Xxxxx will represent them in connection with any claim or Action involving any Seller Group Member, on the one hand, and Buyer or any of its Associated Persons (the “Buyer Group Members”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and thereby. Buyer hereby, on behalf of itself and the other Buyer Group Members and their respective successors and assigns, irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of: (i) any adversity between the interests of any Seller Group Member, on the one hand, and Buyer, the Companies and the Subsidiaries, on the other hand, in any such matter; or (ii) any communication between or among Mxxxx Xxxxx and the Companies, the Subsidiaries and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies or the Subsidiaries prior to Closing.
Retention of Advisors. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, Seller and its owners shall have the right, at their election, to retain Xxxxx Xxxxxxx & Xxxxxxx P.C., Xxxxxxx & Marsal, Xxxxx Lord LLP and/or Xxxxx Xxxxx LLP to represent them in such matter, even if such representation shall be adverse to Purchaser and/or the PEP Companies. Purchaser and the PEP Companies, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably consent to any such representation in any such matter. Purchaser and the PEP Companies, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably waive any actual or potential conflict arising from any such representation in the event of: (1) any adversity between the interests of Seller and its owners on the one hand and Purchaser and the PEP Companies on the other hand, in any such matter; (2) any communication between Xxxxx Xxxxxxx & Xxxxxxx P.C., Xxxxx Lord LLP and/or Xxxxx Xxxxx LLP and any PEP Company, its Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the PEP Companies prior to Closing; and/or (3) any communication between Xxxxxxx & Marsal and any PEP Company, its Affiliates or employees, whether privileged or not, or any other information known to such advisor, by reason of such advisor’s representation of any of the PEP Companies prior to Closing.
Retention of Advisors. The Parties acknowledge and agree that Xxxxx Xxxxx has represented the Company Equityholder and Company in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated by this Agreement, and that the Company Equityholder, Company and their respective Associated Persons (each, a “Company Group Member”) have a reasonable expectation that Xxxxx Xxxxx will represent them in connection with any claim or Action involving any Company Group Member, on the one hand, and Parent or any of its Associated Persons (each, a “Parent Group Member”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated by this Agreement. Parent hereby, on behalf of itself and the other Parent Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of: (i) any adversity between the interests of any Company Group Member, on the one hand, and Parent and the Company Group, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx and any of the Company Group and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Company Group prior to Closing.
Retention of Advisors. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, Sellers shall have the right, at their election, to retain Bryax Xxxx Xxxgxxxx Xxxxxxx XXX to represent them in such matter, even if such representation shall be adverse to Buyer or any of its Affiliates. Buyer, for itself and its Affiliates, successors and assigns, hereby (a) irrevocably consent to any such representation in any such matter and (b) irrevocably waive any actual or potential conflict arising from any such representation as a result of: (i) any adversity between the interests of Sellers on the one hand, and Buyer and the Company Group Members on the other hand, in any such matter or (ii) any communication between Bryax Xxxx Xxxgxxxx Xxxxxxx XXX and the Company Group Members, its Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of the Company Group Members prior to Closing.
Retention of Advisors. The Representative shall be entitled to retain counsel, accountants and other professional advisors and to incur such fees, costs and expenses as the Representative deems to be necessary or appropriate in connection with the performance of its obligations under the Transaction Documents. The Representative shall be reimbursed for all such fees, costs and expenses (including, without limitation, fees, costs and expenses for attorneys, accountants, and other advisors, travel, and lodging) by the Sellers, pro rata in accordance with their ownership percentages in the NewCos. The Sellers acknowledge and agree that a portion of the Xxxxx Purchase Price and the GPS Purchase Price, as determined by the Representative, will be retained by Xxxxx NewCo and GPS NewCo, as applicable, following the Closing and not distributed in order to provide a source of funds to support such reimbursement obligations in connection with the Representative’s performance of his post-Closing duties pursuant to this Agreement and support any indemnification and other obligations of the Sellers and the NewCos under this Agreement following the Closing. Such retained funds shall be distributed by the NewCos to the Sellers in such amounts and at such times as determined by the Representative in his, her or its sole discretion.
Retention of Advisors. Continue at all times the retention of FTI Consulting, Inc. and Rothschild, Inc. pursuant to the agreements between such financial advisors and the Parent entered into prior to the Filing Date (or other financial advisors reasonably acceptable to the Collateral Agent).
