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.
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Transaction Privilege. USE, AND SEVERANCE TAX RETURN - (TPT-2) LICENSE NUMBER: PAGE 2A OF ADDITIONAL TRANSACTIONS STATE (AZ) /COUNTY TRANSACTION DETAIL (See Table 1 on the Tax Rate Table, xxx.xxxxx.xxx) 3 FINAL 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ADD SUBTOTALS OF AZ/COUNTY ADDITIONAL TRANSACTIONS TO THE 2ND PAGE OF RETURN (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 CITY TRANSACTION DETAIL (See Table 2 on the Tax Rate Table, xxx.xxxxx.xxx) 3 FINAL 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ADD SUBTOTALS OF CITY ADDITIONAL TRANSACTIONS TO THE 3RD PAGE OF RETURN (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 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ STATE (AZ) /COUNTY DEDUCTIONS DETAIL 1 2 3 4 5 FINAL 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 AA SUBTOTAL OF DEDUCTIONS............................................................... BB DEDUCTION TOTALS FROM ADDITIONAL AZ/COUNTY PAGE(S) ... CC TOTAL DEDUCTIONS (LINE AA + LINE BB = LINE CC)...................... TOTAL MUST EQUAL TOTAL ON PAGE 2, LINE II, COLUMN G TPT-2 – SCHEDULE A DEDUCTIONS – CITY LICENSE NUMBER: Page of TRANSACTION PRIVILEGE, USE, AND SEVERANCE TAX
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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”):
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Transaction Privilege. (a) With respect to Xxxxx Xxxxx L.L.P., Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS or SU in connection with the Transactions (collectively, “SDTS/SU Counsel”):
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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.
Sample 1
Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”) and Houthoff Coöperatief U.A. (“Houthoff”) have represented the Sellers 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 Sellers and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, Xxxxx Xxxxx and Houthoff 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 (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.
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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.
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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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Related to Transaction Privilege

  • Attorney-Client Privilege The Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The parties (a) share a common legal and commercial interest in all of the Disclosing Party’s Confidential Information that is subject to such privileges and protections; (b) are or may become joint defendants in Proceedings to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; (c) intend that such privileges and protections remain intact should either party become subject to any actual or threatened Proceeding to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; and (d) intend that after the Closing the Receiving Party shall have the right to assert such protections and privileges. No Receiving Party shall admit, claim or contend, in Proceedings involving either party or otherwise, that any Disclosing Party waived any of its attorney work-product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to a Receiving Party due to the Disclosing Party disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.

  • 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.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • 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.

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Transaction Consideration The Transaction Consideration;

  • 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.

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