Known Counsel definition

Known Counsel has the meaning set forth in Section 7.10.
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Examples of Known Counsel in a sentence

  • SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group, and to otherwise use or disclose that information in accordance with Parent’s direction.

  • Each of SpinCo and Parent, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third-party beneficiaries of this Section 7.10, and may seek to enforce, without limitation, this Section 7.10.

  • Each of SpinCo and Nuance, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.10.

  • Each of DT Midstream and DTE Energy, on behalf of itself and each other member of its Group, further agrees that the Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.10.

  • Following the Separation, it is expected that bluebird will retain new counsel and that 2seventy will continue to retain Known Counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

  • Each of Alkermes and Mural, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 7.9. Each of Alkermes and Mural, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.9.

  • Each of SpinCo and Parent, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third-party beneficiaries of this Section 7.10 and may seek to enforce, without limitation, this Section 7.10.

  • SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group and to otherwise use or disclose that information in accordance with Parent’s direction.

  • Following the Separation, it is expected that Alkermes and Xxxxx will continue to retain Known Counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, among other matters.

  • Alkermes and Xxxxx hereby agree on behalf of each such Party and each member of its respective Group that Known Counsel may continue to represent any member of the Alkermes Group and the Mural Group, respectively, with respect to such matters.

Related to Known Counsel

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

  • Liaison Counsel means Xxxxxx Xxxx LLP.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Legal counsel shall have the meaning assigned to such term in Section 2(b).

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

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

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

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

  • 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.

  • Outside Counsel means Mr. Mark Tarallo, attorney with Morse Barnes Brown and Pendleton, LP 1601 Trapelo Road, Suite 205, Waltham, MA 02451. Email.mtarallo@mbbp.com: Website: www.mbbp.com Phone: (781) 622-5930.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

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

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

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

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

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

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • 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.

  • Independent professional advice means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.