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. 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. Buyer and Sellers acknowledge and agree that Xxxxx 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 738336390 transactions contemplated hereby and thereby, and that Sellers, the Companies and their respective Associated Persons (the “Seller Group Members”) have a reasonable expectation that Xxxxx 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, 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 Seller Group Member, on the one hand, and Buyer and the Companies, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx and the Companies 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 prior to Closing.
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. 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. 101 6.12 Workers' Compensation Letters of Credit........................102
Retention of Advisors. 11 --------------------- Section 3.4 Liability under the Plan..............................................................11 ------------------------ Section 3.5 Indemnification.......................................................................11 ---------------
Retention of Advisors. 11 SECTION 3.4 LIABILITY UNDER THE PLAN..............................11 SECTION 3.5 INDEMNIFICATION.......................................11 SECTION 3.6 BENEFIT CLAIMS LIMITED TO THE TRUST FUND..............11
Retention of Advisors. 99 12.05 Indemnity............................................................................................99 12.06 Limitation of Agent's Liability.....................................................................100 12.07 Reliance............................................................................................100 12.08 Exchange of Information.............................................................................101 12.09 The Administration Agent and the Syndication Agent, Individually....................................101 12.10 Resignation.........................................................................................101 12.11 Administration of the Credits.......................................................................102 12.12
