Buyer Counsel definition

Buyer Counsel means Ballard Spahr Andrews & Ingersoll, LLP.
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Buyer Counsel has the meaning set forth in Section 9.11(a).
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Buyer Counsel means Stradley Ronon Stevens & Young, LLP.
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Examples of Buyer Counsel in a sentence

  • On or prior to twenty (20) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and Buyer Counsel a complete closing set of the executed Transaction Documents (which may be delivered in electronic format), Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

  • In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

  • At Buyer’s request, Seller shall provide the Buyer Counsel with evidence to support Seller’s determination that is reasonably satisfactory to such counsel.

  • Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent with respect to this waiver is fully informed.

  • If Buyer Counsel, if appointed, disagrees with Seller’s determination, Buyer Counsel shall notify Seller within five (5) days of Seller’s notice to Buyer, and Seller and Buyer Counsel shall seek to resolve such disagreement in good faith within ten (10) days, but Buyer acknowledges and agrees that any such determination is ultimately in Seller’s reasonable discretion.

  • E-mail: gxxx.xxxxxx@xxxxxxxxxxx.xxx or to such other mailing address and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Buyer Counsel shall only be provided copies of notices sent to the lead Buyer.

  • E-mail: xxxxxxxxxx@xxxxxxxxxxx.xxx or to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Lead Buyer Counsel shall only be provided copies of notices sent to the lead Buyer.

  • Buyer shall have delivered to Seller the following documents, each dated the Closing Date and properly executed by Buyer, or counsel for Buyer, as appropriate: (i) the Bill xx Sale; (ii) the Buyer Closing Certificate; (iii) the Buyer Counsel Opinion; (iv) the Temporary Services Agreement; (v) the Confidentiality Agreement; and (vi) the Stock Purchase Agreement.

  • This Section 7.12(b) is for the benefit of the Buyer and Prior Buyer Counsel, and Prior Buyer Counsel is an intended third-party beneficiary of this Section 7.12(b).

  • In rendering Buyer's Tax Opinion, Buyer Counsel shall be entitled to rely upon representations of officers of Republic and Buyer reasonably satisfactory in form and substance to such counsel.


More Definitions of Buyer Counsel

Buyer Counsel means Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP.
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Buyer Counsel means the General Counsel of Xxxxxxxxx Partners, L.L.C., or such counsel to Buyer and the Advancing Party as such General Counsel shall have determined shall render any opinion to the Company in connection with this Agreement.
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Buyer Counsel means the legal firm of CRK Law, LLP, 1330 Avenue of the Americas, 30xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX, who is acting as legal counsel to the Buyer in connection with this Agreement and the transactions contemplated hereby.
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Related to Buyer Counsel

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.

  • Law firm means both of the following:

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Liaison Counsel means Xxxxxx Xxxx LLP.

  • Settlement Class Counsel means the law firm of Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Senior Counsel means a legal practitioner appointed by the President as a Senior Counsel of Namibia in terms of section 79(3) of the Legal Practitioners Act, 1995 (Act No. 15 of 1995).

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Buyer’s Representatives means Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.

  • Purchaser Personnel means the Purchasers’, and each Purchaser’s Affiliates’, officers, directors (or their equivalent), employees, agents, and contractors of any kind.

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.

  • Lenders’ Counsel means the firm of Blake, Xxxxxxx & Xxxxxxx LLP or such other firm of legal counsel as the Agent may from time to time designate.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).