Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any appli...
Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.
Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.
Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Subscription Agreement by counsel to the Company; (c) it has either been represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal and binding effect.
Legal Representation. Following consummation of the transactions contemplated hereby, Xxxxxx, Xxxxx & Bockius LLP and XxXxxxxx LLP may serve as counsel to each and any of the Sellers, the holder of the Non-Voting MRPS Shares, and their respective Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including Sun Capital Partners, Inc. and their respective Affiliates), and each of the parties (on behalf of itself and each of its Non-Recourse Parties) hereto consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the Sellers, the holder of the Non-Voting MRPS Shares, and their respective Non-Recourse Parties shall be solely that of Xxxxxx, Xxxxx & Bockius LLP and XxXxxxxx LLP. Any privilege attaching as a result of Xxxxxx, Xxxxx & Bockius LLP or XxXxxxxx LLP representing the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect; provided, that such privilege from and after the Closing shall be shared by the Sellers and the Company or any of its Subsidiaries and no such shared privilege may be waived by (a) Sellers without the prior written consent of the Purchaser or the Company or (b) the Purchaser or the Company without the prior written consent of the Sellers; provided, however, that in any action or claim arising in connection with the transactions contemplated by this Agreement, such privilege shall be controlled by Sellers. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxx, Xxxxx & Bockius LLP or XxXxxxxx LLP representing the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be shared by the Sellers, the Company and its Subsidiaries. As to any privileged attorney client communications between Xxxxxx, Xxxxx & Bockius LLP and/or XxXxxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the parties hereto, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in an...
Legal Representation. Notwithstanding any provision of the Master Services Agreement or this Fund Administration Addendum to the contrary, Ultimus will not provide legal representation to the Trust or any Fund, including through the use of attorneys that are employees of, or contractually engaged by, Ultimus. The Trust acknowledges that in-house Ultimus attorneys exclusively represent Ultimus and will rely on outside counsel retained by the Trust to review all services provided by in-house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Trust, any information provided to Ultimus attorneys will not be privileged and may be subject to compulsory disclosure under certain circumstances. Ultimus represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. Signatures are located on the next page. The parties duly executed this Fund Administration Addendum as of April 22, 2021. Forum CRE Income Fund on its own behalf and on behalf of the Funds Ultimus Fund Solutions, LLC By: /s/ Mxxx Xxxxxxxx By: /s/ Gxxx Xxxxxxx Name: Mxxx Xxxxxxxx Name: Gxxx Xxxxxxx Title: President Title: Chief Executive Officer Fund Administration Fee Letter for the Funds listed on Schedule A each a series of Forum CRE Income Fund This Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Forum CRE Income Fund (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated April 22, 2021, and the Fund Administration Addendum dated April 22, 2021 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. Signatures are located on the next page. The parties duly executed this Fund Administration Fee Letter dated April 22, 2021. Forum CRE Income Fund on its own behalf and on behalf of the Funds Ultimus Fund Solutions, LLC By: /s/ Mxxx Xxxxxxxx By: /s/ Gxxx Xxxxxxx Name: Mxxx Xxxxxxxx Name: Gxxx Xxxxxxx Title: President Title: Chief Executive Officer The undersigned investment adviser (the “Adviser”) hereby acknowledges and agrees to the terms of the Agreement. Forum Capital Advisors LLC By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Chief Executive Officer Transfer Agent and Sha...
Legal Representation. Each of Company and Consultant represents that they have consulted with independent legal counsel and/or tax, financial and business advisors, to the extent that they deemed necessary.
Legal Representation. Both Parties have been represented by legal counsel of their choice, or have had the opportunity to consult with legal counsel, in the negotiation and execution of this Contract.
Legal Representation. This Agreement is a legally binding document and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement.
Legal Representation. In entering into this agreement, each party has relied solely upon the advice of their own attorney. Each party has had the opportunity to consult with counsel. Each party represents and warrants to the other that they are fully satisfied with the representation received from their respective attorneys.
