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.
Retention of Legal Counsel. Manager shall retain legal counsel for the Hotel (which legal counsel shall be reasonably acceptable to Owner) 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) to 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 Owner 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 Owner has received written notice of such default prior to such cancellation or termination, (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 Seventy Five Thousand Dollars ($75,000), such counterclaim and litigation shall be subject to joint control under Section 2.9.2 following; and (d) defend, or submit to the appropriate insurance carrier for defense of, all claims against the Hotel related to personal injury, employment, or other claims filed against the Hotel, Owner or Manager related to the operation of the Hotel.
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. 107
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.
Retention of Legal Counsel. (a) Each of the Sellers acknowledges and agrees that:
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.
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.
