Seller’s Counsel definition

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

Seller’s Counsel has the meaning set forth in Section 11.12(a).

Seller’s Counsel has the meaning set forth in Section 12.16.

Examples of Seller’s Counsel in a sentence

• In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant.

• Accordingly, Buyer and its Affiliates shall not have access to any such communications, or to the files of Seller’s Counsel, whether or not the Closing occurs.

• If and to the extent that, at any time subsequent to Closing, Buyer or any of its Affiliates shall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurred at any time prior to the Closing, Buyer, on behalf of itself and its Affiliates, shall be entitled to waive such privilege only with the prior written consent of Seller’s Counsel and Seller.

• Such other documents as shall be reasonably requested by the Title Company or Seller’s Counsel to effectuate the purposes and intent of this Agreement.

• Buyer, on behalf of itself and its Affiliates, acknowledges and agrees that Xxxxxx’s Counsel has acted as counsel for Seller and its Affiliates, and that Seller reasonably anticipates that Seller’s Counsel will continue to represent Seller and its Affiliates in future matters.

More Definitions of Seller’s Counsel

Seller’s Counsel means McGuireWoods LLP.

Seller’s Counsel means Xxxxxxxx Xxxxxxx LLP, Bank of America Plaza, Suite 5200, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000, Attention: Xxxxxx Xxxxxx Xxxxxxx.

Seller’s Counsel means Morrxxxx & Xoerxxxx XXX acting through Thomxx X. Xxxxxx, Xxq.

Seller’s Counsel has the meaning set forth in Section 8.4(b).

Seller’s Counsel. Section 8.02(c)

Seller’s Counsel means Xxxx Xxxx Xxxxxx & Darko.

Seller’s Counsel has acted as counsel for the Seller, the Company Group and their respective Affiliates in the past and that such Persons reasonably anticipate that Seller’s Counsel will continue to represent them in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates, expressly consents to (a) the representation by Seller’s Counsel of the Seller, the Company Group and their respective Affiliates in any post-Closing matter in which the interests of the Purchaser or its Affiliates, on the one hand, and the Seller, the Company Group or their respective Affiliates, on the other hand, are adverse, including any matter relating to the Transactions or any disagreement or dispute relating hereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised such Persons, and (b) the disclosure by Seller’s Counsel to the Seller, the Company Group or their respective Affiliates of any information learned by Seller’s Counsel in the course of its representation of such Persons, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, the Purchaser, on behalf of itself and its Affiliates, irrevocably waives any right it or its Affiliates may have to discover or obtain information or documentation relating to the representation of the Seller or its Affiliates (other than the Company Group) by Seller’s Counsel in connection with the Transactions, including any information relating to the sale or divestiture process conducted by the Seller or its Affiliates for the Company Group vis-a-vis any Person other than the Purchaser and its Affiliates. The Purchaser, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Seller, the Company Group or their respective Affiliates by Seller’s Counsel in connection with this Agreement or the Transactions.