Transaction Privilege Sample Clauses

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx LLP (“DD”) has represented the Company, the Seller and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD may have previously advised the Seller Entities or in respect of any other matters. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality. (d) In addition, each of the Parties irre...
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Transaction Privilege. (a) With respect to Xxxxx Xxxxx L.L.P., Xxxxxx & Xxxxxx LLP and any other counsel that represents SU in connection with the Transactions (collectively, “SU Counsel”): (i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU, on the one hand, and SU Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SDTS as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SU, on the one hand, and SU Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SU, as applicable (and not SDTS). (ii) This Section 11.10(a) is for the benefit of SU. This Section 11.10(a) shall be irrevocable, and no term of this Section 11.10(a) may be amended, waived or modified, without the prior written consent of SU. (b) With respect to Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxxx Xxxxxxx Xxxxx LLP, Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS in connection with the Transactions (“SDTS Counsel”): (i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SDTS, on the one hand, and SDTS Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SU as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SDTS, on the one hand, and SDTS Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS, as applicable (and not SU). (ii) This Section 11.10(b) is for the benefit of SDTS. This Section 11.10(b) shall be irrevocable, and no term of this Section 11.10(b) may be amended, waived or modified, without the prior written consent of SDTS.
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Transaction Privilege. (a) If Sellers so desire, and without the need for any Consent by the Companies or Buyer, Xxxxxx, Xxxxx & Xxxxxxx LLP (the “Firm”) are permitted to represent Sellers or its Affiliates after the Closing in connection with any matter unrelated to the Companies and, in addition, any matter related to the Transactions or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, the Firm is permitted to represent Sellers, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute ("dispute" includes litigation, arbitration or other adversary proceeding) with Buyer, the Companies or any of their respective agents or Affiliates under or relating to this Agreement, the Transactions, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. Upon and after the Closing, the Companies shall cease to have any attorney-client relationship with the Firm, except to the extent either of them is specifically engaged in writing by the Companies to represent the Companies after the Closing. Any such representation of any of the Companies by the Firm after the Closing will not affect the foregoing provisions hereof. For example, and not by way of limitation, even if the Firm is representing the Companies after the Closing, such law firms are permitted simultaneously to represent Sellers in any matter unrelated to the Companies and, in addition, any matter related to any disagreement or dispute relating to this Agreement or the Transactions. (b) As to all communications between all counsel for Sellers and/or such counsel's Affiliates (including the Firm), and Sellers and/or any of their respective Affiliates that relate in any way to the negotiation, preparation, execution and delivery of this Agreement or the Transactions (collectively, the "Privileged Communications"), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Sellers and may be controlled by Sellers and will not pass to or be claimed by Buyer or the Companies. The Privileged Communications are the property of Sellers, and from and after the Closing none of the Companies or any Person purporting to act on behalf of or through the Companies will seek to obtain such communications, whether by seeking a wai...
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Transaction Privilege. USE, AND SEVERANCE TAX RETURN - (TPT-2) LICENSE NUMBER: PAGE 2A OF ADDITIONAL TRANSACTIONS FINAL (A) (B) REG. CODE (C) NAME OF REGION (D) BUS. CODE (E) DESC. OF BUS. ACTIVITY (F) GROSS RECEIPTS (G) DEDUCTIONS FROM SCHEDULE A (H) (F) - (G) = (H) NET TAXABLE (I) AZ / COUNTY TAX RATE (J) (H) X (I) = (J) TOTAL TAX (K) ACCTNG CREDIT RATE (L) (H) X (K) = (L) ACCOUNTING CREDIT (M) (J) - (L) = (M) AZ/COUNTY TAX DUE AZ/COUNTY SUBTOTAL .................................................. $ $ $ $ TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX RETURN - (TPT-2) LICENSE NUMBER: PAGE 3A OF ADDITIONAL TRANSACTIONS FINAL (A) LOC. CODE (B) CITY CODE (C) NAME OF CITY (D) BUS. CODE (E) DESC. OF BUS. ACTIVITY (F) GROSS RECEIPTS (G) DEDUCTIONS FROM SCHEDULE A (H) (F) - (G) = (H) NET TAXABLE (I) CITY TAX RATE (J) (H) X (I) = (J) TOTAL TAX (K) (L) CITY CREDIT (M) (J) - (L) = (M) CITY TAX DUE CITY SUBTOTAL .................................................................................. $ $ $ $ TPT-2 – SCHEDULE A DEDUCTIONS – STATE/COUNTY LICENSE NUMBER: Page of TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX (A) (B) REGION CODE (C) BUSINESS CODE (D) DEDUCTION CODE (E) DEDUCTION AMOUNT (F) DESCRIPTION OF DEDUCTION CODE $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ FINAL TPT-2 – SCHEDULE A DEDUCTIONS – CITY LICENSE NUMBER: Page of TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX
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Transaction Privilege. Seller and/or certain of its Affiliates have engaged Xxxxxx & Xxxxxxx LLP (“L&W”) as their legal counsel in connection with the Transactions. By entering into this Agreement, Buyers and their Affiliates: (a) consent to the continued representation of Seller and certain of its Affiliates by L&W in connection with the Transactions; and (b) waive any actual or alleged conflict of L&W that may arise from L&W’s representation of Seller and certain of its Affiliates in connection with the Transactions. This consent and waiver extend to L&W representing Seller and certain of its Affiliates against Buyers and their Affiliates in litigation, arbitration, or mediation in connection with this Agreement or the Transactions. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information.
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Transaction Privilege. Tax License issued to the Company for the current license period of January 1, 2015 through December 31, 2015. This license is not transferable.
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Transaction Privilege. (a) Seller and certain of its Affiliates have engaged Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”) as their legal counsel in connection with the transactions contemplated by this Agreement. By entering into this Agreement, Buyer and its Affiliates (i) consent to the continued representation of Seller and certain of its Affiliates by Xxxxx Xxxxx in connection with the transactions contemplated by this Agreement and (ii) waive any actual or alleged conflict of Xxxxx Xxxxx that may arise from Xxxxx Xxxxx’ representation of Seller and certain of its Affiliates in connection with the transactions contemplated by this Agreement. This consent and waiver extends to Xxxxx Xxxxx representing the Seller and certain of its Affiliates against Buyer and its Affiliates in litigation, arbitration or mediation in connection with this Agreement or the transactions contemplated by this Agreement. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any confidential information. (b) Buyer hereby agrees that it will cause any Person that is, or after the Closing will be, a Buyer Affiliate to execute any document or instrument reasonably requested from time to time by Seller in order to evidence or effectuate the intentions of the Parties reflected in this Section 10.15.
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Related to Transaction Privilege

  • Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

  • Transaction is Legal and Authorized The issuance of the Subordinated Notes, the borrowing of the aggregate of the Subordinated Note Amount, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers of the Company.

  • GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

  • Power and Authority; Enforceability This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

  • Organization and Authority of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

  • Organization; Authorization; Validity of Agreement; Necessary Action If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

  • Power and Authority; Due Authorization; Execution and Delivery The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of Purchases made hereunder, are within its powers and authority, corporate or otherwise, and have been duly authorized by all necessary action, corporate or otherwise, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

  • Power and Authority; Binding Obligation The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

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