Roles of Counsel Sample Clauses

Roles of Counsel. The law firm of Xxxxxxxx Xxxx LLP, Atlanta, Georgia, counsel to the DDA, shall serve as Bond Counsel, and as the DDA’s Issuer’s Counsel, in connection with the issuance of the Bond. Counsel for the Company shall be a law firm selected by the Company, or in-house counsel to the Company, which attorney or firm thereof shall provide a customary legal opinion regarding the Company’s organization, existence and good standing, and the enforceability and due authorization, execution and delivery of the Definitive Documents.
Sample 1
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Roles of Counsel. The law firm of Xxxxxxxx Xxxx LLP, Atlanta, Georgia, shall serve as the Authority’s Bond Counsel in connection with the Project, the issuance of the Project Bond and this Agreement. The law firm of Xxxxxxx, Xxxxx & Xxxxxxxx, P.C., Toccoa, Georgia, the Authority’s general counsel, shall serve as the Authority’s Issuer’s Counsel in connection with the issuance of the Project Bond and this Agreement. The law firm of Eversheds Sutherland (US) LLP shall serve as counsel for the Company, and shall provide a customary legal opinion regarding, without limitation, the Company’s organization, existence and good standing, and the enforceability and due authorization, execution and delivery of the Definitive Documents executed by the Company.
Sample 1
Roles of Counsel. The law firm of Gilbert, Harrell, Xxxxxxxxx & Xxxxxx PC, Brunswick, Georgia, shall serve as Issuer’s Counsel to the Authority and Seyfarth Xxxx LLP, Atlanta, Georgia, Bond Counsel to the Authority, shall serve as Bond Counsel. The Company’s Counsel shall be McGuireWoods LLP or such other counsel as the Company may reasonably select.
Sample 1
Roles of Counsel. The law firm of Xxxx Xxxxxxx & Xxxxxxxx LLP shall serve as the Authority’s Bond Counsel in connection with the issuance of the Project Bonds and this Agreement, and its fees and expenses will be paid by the Company. Xxxxxx & Xxxxxx PLLC shall serve as counsel to the Company, and its fees and expenses will be paid by the Company. Xxxxx Xxxxxx, Esq. shall serve as counsel to the Authority and to Walker County, Georgia, and his fees and expenses will be paid by the Company.
Sample 1
Roles of Counsel. The law firm of Xxxxxxx, Xxxxx & Skilling, P.C. shall serve as counsel to the Authority and the City, and, except as provided in Section 2.3 above, its fees and expenses will be paid by the Authority and the City. The law firm of Xxxx & Xxxxxx Law Group LLC shall serve as counsel to the County, and, except as provided in Section 2.3 above, its fees and expenses will be paid by the County. The law firm of Xxxx Xxxxxxx & Xxxxxxxx LLP shall serve as the Bond Counsel in connection with the issuance of the Project Bonds and this Agreement, and, except as provided in Section 2.3 above, its fees and expenses will be paid by the Authority. Xxxxxx Xxxxxx LLP shall serve as counsel to the Company, and its fees and expenses will be paid by the Company.
Sample 1
Roles of Counsel. By agreement of the Parties, the law firm of Xxxxxx Xxxxxx Xxxxxxxx LLP shall serve as Bond Counsel to the Authority, the law firm of Xxxxxx & Xxxxx, P.A. shall serve as the Authority’s and the County’s Counsel, and the law firm of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP shall serve as the Company’s Counsel. Each counsel shall provide a normal and customary legal opinion with respect to its client and the Definitive Documents (hereinafter defined).
Sample 1
Roles of Counsel. The law firm will be (lead/co) counsel and will be (primarily responsible/share responsibility) for the day-to-day prosecution of the case. The law firm will have primary responsibility for tasks including [drafting pleadings, conducting discovery, filing and responding to motions, oral argument, trial, etc]. CLS’s role will be [DESCRIBE, ESPECIALLY IF LIMITED]. The division of responsibility will be decided more specifically among counsel as work assignments arise and may be delineated in a work plan. It is anticipated that court filings will be exchanged between the law firm and CLS for review and comment before they are filed. Media and Public Education. CLS will be primarily responsible for publicizing this case and the public interest issues that it addresses. All press releases and other media contacts will be coordinated and cleared between the law firm and CLS to the extent practicable. Written press releases shall be circulated in advance for comment and approval. If either CLS or the law firm makes oral statements to the media, it shall advise the other of such statements as soon as practicable.
Sample 1
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Related to Roles of Counsel

  • Expenses of Counsel In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement of even date herewith among the Investors, the Company and the other parties named therein), the reasonable fees and disbursements, not to exceed $100,000, of one counsel for the Major Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and related non-compete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which, individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.

  • Costs of Counsel If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Administrative Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree to promptly pay upon demand any and all such reasonable documented costs and expenses of the Administrative Agent, all of which costs and expenses shall constitute Secured Obligations hereunder.

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Selection of Counsel In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

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