Closing Counsel definition
Examples of Closing Counsel in a sentence
Company and Shareholders represent and warrant that prior to Closing, that they are represented by independent counsel or have had the opportunity to retain independent counsel to represent them in this transaction and that prior to Closing, Counsel for the Company and Shareholders have not represented either the Issuer or Issuer’s stockholders in any manner whatsoever known to the Company.
The Company and the Shareholders represent and warrant that prior to Closing, that they are represented by independent counsel or have had the opportunity to retain independent counsel to represent them in this transaction and that prior to Closing, Counsel for the Company and the Shareholders have not represented either the Issuer or Issuer’s stockholders in any manner whatsoever known to the Company.
Company and Shareholder represent and warrant that prior to Closing, that they are represented by independent counsel or have had the opportunity to retain independent counsel to represent them in this transaction and that prior to Closing, Counsel for the Company and Shareholder has not represented either the Issuer or Issuer's stockholders in any manner whatsoever known to the Company.
Company and Shareholders represent and warrant that prior to Closing, that they are represented by independent counsel or have had the opportunity to retain independent counsel to represent them in this transaction and that prior to Closing, Counsel for the Company and Shareholders have not represented either the Issuer or Issuer's stockholders in any manner whatsoever known to the Company.
As contemplated by each Settlement Agreement, a Closing Counsel Certification with respect to the satisfaction of the applicable eligibility requirements for the related Program Bonds, the form of which is attached as Schedule B to this Agreement, will be delivered to each GSE.
Holder is not a party to any option, warrant, purchase right, or other contract or commitment that requires Holder to sell, transfer, or otherwise dispose of any Owned Securities (other than this Agreement, the I-Link Shareholders Agreement and those arising out of the Red Cube AG Claims (as hereinafter defined)), and, following Closing, Counsel will have no restrictions on its ability to vote or otherwise exercise all rights to title to the Owned Securities being acquired.
The parties to this Agreement hereby acknowledge and agree that the Closing Counsel Certification 8 shall be conclusive evidence as to the eligibility of the related Program Bonds under the New Issue Bond Program.
In the event that the GSE Special Closing Counsel or either GSE does not agree with the information set forth in the Settlement Statement, the HFA hereby agrees to cooperate with such parties and revise the Settlement Statement to reflect the terms mutually agreed upon (whereupon the revised Settlement Statement shall be the operative Settlement Statement for all purposes of this Agreement).
Purchaser acknowledges that prior to Closing, Counsel received to such Counsel's full satisfaction, subject to Seller’s representations below, (i) documentary evidence of the Seller’s purchase of and payment for the Shares Sold (i.e. cancelled check, wire confirmation or bank statement) and (ii) due recordation in the Company's share register of Purchaser's full and unrestricted title to the Shares Sold.
Seller shall have delivered (i) the Title Escrow Letter, if applicable, to the Custodian, with a copy to Buyer, and (ii) the Closing Counsel Letter to Buyer.