Retention of Legal Counsel Sample Clauses

Retention of Legal Counsel. It is agreed that Escrow Agent shall have full discretion as to whom it may retain as legal counsel to protect its interests (including retaining itself as a law firm) and same shall not affect or in any way prejudice or limit Escrow Agent's entitlement to reasonable attorneys' fees for the services of such attorneys as set forth in this Escrow Agreement.
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Retention of Legal Counsel. Recognizing that Xxxxxxx & Xxxxxx LLP (“Seller Counsel”) has acted as legal counsel to Sellers, the Acquired Companies or their respective Affiliates prior to date hereof, and that Seller Counsel intends to act as legal counsel to Sellers and their respective Affiliates (which will no longer include the Acquired Companies) after the Closing, Buyer hereby (a) waives (on its own behalf) and (b) agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to waive any conflicts arising under such representation that may prevent Seller Counsel from representing Sellers or any of their respective Affiliates after the Closing as such representation may relate to Buyer and the Acquired Companies or the transactions contemplated by this Agreement and the Ancillary Agreements. In addition, all communications involving attorney-client confidences between Sellers, the Acquired Companies or their respective Affiliates, on the one hand, and Seller Counsel, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (the “Acquisition Engagement”) shall be deemed to be attorney-client confidences that belong solely to Sellers and their respective Affiliates (and not the Acquired Companies). Accordingly, neither Buyer nor the Acquired Companies shall have access to any such communications or to the files of Sellers Counsel relating to the Acquisition Engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) Sellers and their respective Affiliates (and not the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither Buyer nor any Acquired Company shall be a holder thereof, (ii) to the extent that files of Seller Counsel in respect of the Acquisition Engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Acquired Companies) shall hold such property rights, and (iii) Seller Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files with respect to the Acquisition Engagement to Buyer or any of the Acquired Companies by reason of any attorney-client relationship between Seller Counsel and the Acquired Companies or otherwise.
Sample 1
Retention of Legal Counsel. Manager shall retain legal counsel for the Hotel (which legal counsel shall be reasonably acceptable to Corporation) to perform legal services in the ordinary course of business of the Hotel under Manager's direction. Manager shall, as an Operating Expense, (a) commence ordinary collection lawsuits to collect charges, rent or other income derived from the Hotel's operations, (b) commence legal actions or proceedings or other actions, as Manager prudently and reasonably deems appropriate (i) enforce or terminate any contract or other agreements related to the Hotel's operations and under which the third party contractor is in default, provided Corporation has received written notice of such default prior to such enforcement and termination, (ii) to oust or dispossess guests, tenants, or other persons in possession who are not entitled to occupy the portion of the Hotel which they occupy, and (iii) to cancel or terminate any lease, license, or concession agreement covering a portion of the Hotel for the breach thereof or default thereunder by the tenant, licensee, or concessionaire, provided Corporation has received written notice of such breach prior to such cancellation or termination, and (c) take appropriate steps (as determined by Manager in its reasonable and prudent discretion) to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any counterclaims related to the foregoing, provided that if such counterclaim involves a claim for more than the Materiality Threshold, such counterclaim and litigation, other than a Manager System Legal Proceeding, shall be subject to joint control under Section 2.9.2 following.
Sample 1
Retention of Legal Counsel. To the extent permitted by law, the costs and expenses of engaging or retaining legal counsel, or of any action, suit or proceeding brought by or against the Trustees or any of them, shall be paid from the Trust Fund, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Trustee was acting in bad faith or was grossly negligent in the performance of his duties hereunder.
Sample 1
Retention of Legal Counsel. Each party acknowledges that each such party has retained legal counsel of its choice and has had the opportunity to consult with such legal counsel with respect to this Agreement and the transactions contemplated in this Agreement. Each such party agrees that it has not relied on the advice of legal counsel to any other person.
Sample 1
Retention of Legal Counsel. (a) Subject to F & P’s continued agreement, which may be withdrawn at any time, F & P will continue as counsel for M-Wave so long as either Xxxx Xxxxx or Xxxxxxxx remain as members of the Board, unless the retention of additional counsel or replacement counsel is approved by a majority of the Board, which majority must include Turek. (b) Xxxxx shall resign from the Board promptly after the occurrence of both the Effective Date and the filing of all the documents contemplated by Section 5 above. At such time as Xxxxx resigns from the Board, M-Wave will retain Xxxxx as counsel to M-Wave’s independent directors in order to advise on Board matters, subject to Xxxxx’x continued agreement, which may be withdrawn at any time. M-Wave shall continue to retain Xxxxx to provide such legal services until the first to occur of: 1) the resignations of both Xxxx Xxxxx and Xxxxxxxx from the Board; or 2) December 31, 2005. During this period, Xxxxx will be compensated at a rate of $10,000 per month for legal services rendered, plus reimbursement of reasonable, out-of-pocket expenses. (c) Until Xxxxx resigns from the Board, Xxxxx will be permitted, at his own expense, to bring counsel of his own choosing (but only one such person at any meeting) to all meetings of the Board.
Sample 1
Retention of Legal Counsel. (a) Each of the Sellers acknowledges and agrees that: (i) it has read this Agreement; (ii) it has received independent legal advice (including tax advice) in the execution of this Agreement or has voluntarily declined to seek such advice; (iii) it understands the terms and consequences of this Agreement (including tax consequences) and is fully aware of the legal and binding effect of this Agreement; and (iv) it has entered into this Agreement on an arm’s length basis. (b) In any dispute or proceeding arising under or in connection with this Agreement following Closing, each Seller shall have the right, at such Seller’s election, to engage Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (UK) LLP to represent them in such matter, even if such representation shall be adverse to the Company and/or the Purchaser. (c) The Purchaser and the Company, on behalf of themselves and their successors and assigns, each hereby irrevocably consent to any representation described in sub-section (b) in any such matter. The Purchaser and the Company, on behalf of themselves and their successors and assigns, each hereby irrevocably waive any actual or potential conflict arising from any such representation described in sub-section (b) in the event of: (i) any adversity between the interests of the Sellers on one side and the Purchaser and/or any members of the Company Group on the other side, in any such matter; and/or (ii) any communication between Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (UK) LLP and any member of the Company Group, 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 member(s) of the Company Group prior to Closing. (d) The Purchaser and its Affiliates, successors and assigns, irrevocably acknowledge and agree that all communications prior to the Closing between any one or more of the members of the Company Group and the Sellers, on one side, and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (UK) LLP, on the other side, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or proceeding arising under or in connection with, this Agreement that, immediately prior to the Closing, would be deemed to be privileged communications of the Sellers or any member of the Company Group, on the one side, and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (UK) LLP, on the other side, shall continue after Closing and for all purposes to be deemed to be privileged communications...
Sample 1
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Related to Retention of Legal Counsel

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • 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.

  • Representation by Legal Counsel Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • 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.

  • Retention of Legal Obligations 22.5.1 Notwithstanding the Supplier's right to sub-contract pursuant to this Clause 22, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own.

  • 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.

  • Independent Legal Counsel an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Retention of Counsel In any dispute or proceeding arising under or in connection with this Agreement, including, without limitation, Sections 2.3 and 11.1 hereof, Sellers shall have the right, at their election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP and Xxxxx, Xxxxx & Xxxxxx LLP to represent them in such matter and Buyer, for itself and the Eldorado Entities and for its and the Eldorado Entities' successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel's prior representation of Sellers or the Eldorado Entities. Buyer, for itself and the Eldorado Entities, and its and the Eldorado Entities' successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Sellers and their counsel, including, without limitation, Drinker Xxxxxx & Xxxxx LLP and Xxxxx, Xxxxx & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of the Sellers and their counsel and would not be subject to disclosure to the Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be communications between Sellers and such counsel and neither Buyer nor any Person purporting to act on behalf of or through Buyer, shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Eldorado Entities and not the Sellers. Other than as explicitly set forth in this Section 13.14, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Eldorado Entities prior to the Closing shall survive the Closing and continue to be a privilege of the Eldorado Entities, and not the Sellers, after the Closing.

  • 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.

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