SEPARATE COUNSEL ENCOURAGED Sample Clauses

SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to review this Employment Agreement with his own attorney before executing this Employment Agreement. EACH OF THE UNDERSIGNED HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS EMPLOYMENT AGREEMENT.
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SEPARATE COUNSEL ENCOURAGED. Employee represents that has been advised to review this Severance Agreement with his own attorney before executing this Severance Agreement. EACH OF THE UNDERSIGNED PARTIES ACKNOWLEDGE BY THEIR SIGNATURE BELOW THAT EACH HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION OF THIS SEVERANCE AGREEMENT. AGREED AND EXECUTED ON __________, 20__. By: __________________________ Xxxxxx Xxxxx, Employee INTEGRATED HEALTHCARE HOLDINGS, INC. AGREED AND EXECUTED ON___________, 20__. By: __________________________ Company
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SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to review this Amended Agreement with his own attorney before executing this Amended Agreement. EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS AMENDED AGREEMENT. Dated: May 22, 2008 Integrated Healthcare Holdings, Inc. A Nevada Corporation By: /s/ Xxxxx Xxxxx -------------------------------- Xxxxx Xxxxx, Chief Executive Officer Dated: May 22, 2008 By: /s/ Xxxxxx X. Xxxxxxxx -------------------------------- Xxxxxx X. Xxxxxxxx, Chief Operating Officer
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SEPARATE COUNSEL ENCOURAGED. Consultant represents he is an experienced attorney and active member of the California State Bar. Consultant also acknowledges he has been advised to review this Consulting Agreement with his own attorney before executing this Consulting Agreement. EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS CONSULTING AGREEMENT. Integrated Healthcare Holdings, Inc., A Nevada Corporation, as "Client" By: /s/ Xxxxx Xxxxx Executed on December 31, 2007 ---------------------------------------- Xxxxx Xxxxx, CEO By: /s/ Xxxxx X. Xxxxxxxx Executed on December 31, 2007 ---------------------------------------- Xxxxx X. Xxxxxxxx, "Employee"
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SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to review this Amended Agreement with his own attorney before executing this Amended Agreement. EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS AMENDED AGREEMENT. Dated: November 15, 2007 Integrated Healthcare Holdings, Inc. A Nevada Corporation By: /s/ Xx. Xxxx Xxxx -------------------------------- Chairman of the Board By: /s/ Xxxxxxxx Xxxxxx -------------------------------- Chairman of the Compensation Committee Dated: November 15, 2007 By: /s/ Xxxxx Xxxxx -------------------------------- Chief Executive Officer
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SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to review this Employment Agreement with his own attorney before executing this Employment Agreement. EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS EMPLOYMENT AGREEMENT. INTEGRATED HEALTHCARE HOLDINGS, INC., a Nevada corporation By: /s/ Xxxxxxx X. Xxxxxx DATED: December 2, 2008 ----------------------------- XXXXXXX X. XXXXXX Chairman of the Board /s/ Xxxxxxx X. Xxxxxxxxx DATED: December 2, 2008 ------------------------------- XXXXXXX X. XXXXXXXXX EXHIBIT A SEVERANCE AGREEMENT WITH MUTUAL RELEASES
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SEPARATE COUNSEL ENCOURAGED. Employee represents that has been advised to review this Severance Agreement with his own attorney before executing this Severance Agreement.
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SEPARATE COUNSEL ENCOURAGED. Employee represents he is an experienced attorney and active member of the California State Bar. Employee also acknowledges he has been advised to review this Severance Agreement with his own attorney before executing this Severance Agreement. EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION CONTAINED IN THIS SEVERANCE AGREEMENT. Integrated Healthcare Holdings, Inc., A Nevada Corporation, as "Company" By: /s/ Xxxxx Xxxxx Executed on December 31, 2007 ---------------------------------------- Xxxxx Xxxxx, CEO By: /s/ Xxxxx X. Xxxxxxxx Executed on December 31, 2007 ---------------------------------------- Xxxxx X. Xxxxxxxx, "Employee"
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Related to SEPARATE COUNSEL ENCOURAGED

  • 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.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx 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.

  • 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.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen 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.

  • Counsel Review Executive acknowledges that he has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement.

  • Legal Counsel; Mutual Drafting Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Fund Administration Legal Services n. Prepare the agenda and resolutions for all requested Board of Directors (the “Board”) and committee meetings, make presentations to the Board and committee meetings where appropriate or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Company’s shareholder meetings and prepare minutes of such meetings;

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

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