Company Counsel Clause Samples
The "Company Counsel" clause defines the role and responsibilities of the legal counsel representing the company in a transaction or agreement. Typically, this clause clarifies that the company's legal counsel acts solely on behalf of the company and not for any other parties involved, such as shareholders, employees, or third parties. It may also specify the scope of the counsel's duties and any limitations on reliance by other parties. The core function of this clause is to prevent misunderstandings about legal representation and to ensure that all parties are aware of whom the counsel is advising, thereby reducing potential conflicts of interest.
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Company Counsel. Founder acknowledges that DLA Piper US LLP, counsel for the Company, represented the Company in the transaction contemplated by this Agreement, including the formation and initial capitalization of the Company, and has not represented the Founder or any individual shareholder or employee of the Company in connection with such transactions.
Company Counsel. The Manager has retained ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“PCHS”) to prepare this Agreement.
Company Counsel. Notwithstanding that Skyline has been represented by Koenig, Oelsner, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PC in the preparation, negotiation and execution of this Agreement, Skyline, CHC and the Surviving Company agree that, after the Effective Time, Koenig, Oelsner, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PC may represent the Company Securityholders and their affiliates in matters related to this Agreement, including in respect of any indemnification claims.
Company Counsel. THE COMPANY, THE MANAGING MEMBER AND AFFILIATED ENTITIES MAY BE REPRESENTED BY THE SAME COUNSEL. THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE COMPANY MAY ALSO PERFORM SERVICES FOR THE MANAGING MEMBER AND AFFILIATES THEREOF. THE MANAGING MEMBER MAY, WITHOUT THE CONSENT OF THE MEMBERS, EXECUTE ON BEHALF OF THE COMPANY ANY CONSENT TO THE REPRESENTATION OF THE COMPANY THAT COUNSEL MAY REQUEST PURSUANT TO THE NEW YORK RULES OF PROFESSIONAL CONDUCT OR SIMILAR RULES IN ANY OTHER JURISDICTION. THE COMPANY HAS INITIALLY SELECTED ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“COMPANY COUNSEL”) AS LEGAL COUNSEL TO THE COMPANY. EACH MEMBER ACKNOWLEDGES THAT COMPANY COUNSEL DOES NOT REPRESENT ANY MEMBER IN ITS CAPACITY AS SUCH IN THE ABSENCE OF A CLEAR AND EXPLICIT WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN SUCH MEMBER AND COMPANY COUNSEL (AND THEN ONLY TO THE EXTENT SPECIALLY SET FORTH IN SUCH AGREEMENT), AND THAT IN ABSENCE OF ANY SUCH AGREEMENT COMPANY COUNSEL SHALL OWE NO DUTIES TO ANY MEMBER. EACH MEMBER FURTHER ACKNOWLEDGES THAT, WHETHER OR NOT COMPANY COUNSEL HAS IN THE PAST REPRESENTED OR IS CURRENTLY REPRESENTING SUCH MEMBER WITH RESPECT TO OTHER MATTERS, UNLESS OTHERWISE EXPRESSLY AGREED BY COMPANY COUNSEL, COMPANY COUNSEL HAS NOT REPRESENTED THE INTERESTS OF ANY MEMBER IN THE PREPARATION AND/OR NEGOTIATION OF THIS AGREEMENT.
Company Counsel. “Company Counsel” shall mean Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP.
Company Counsel. Founder acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Company, represented the Company in the transaction contemplated by this Agreement, including the formation and initial capitalization of the Company, and has not represented the Founder or any individual shareholder or employee of the Company in connection with such transactions.
Company Counsel. “Company Counsel” shall mean ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC and any other legal counsel that has provided services to or on behalf of the Company in connection with the transactions contemplated by the Agreement.
Company Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent a legal opinion and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent written opinions and a negative assurance letter of Company Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinions and negative assurance for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinions and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).
Company Counsel. The parties recognize and agree that Rich May, a Professional Corporation is acting as counsel solely to the Company and not to the Executive. Executive agrees and states that he has been specifically advised of that fact and that he has had the opportunity to engage his own counsel for the negotiation and drafting of this Agreement.
Company Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agents the written opinion and a negative assurance letter of the Company’s securities counsel, ▇▇▇▇▇▇, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, or other counsel reasonably satisfactory to the Agents (“Company Counsel”), in form and substance reasonably satisfactory to the Agents. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agents the written opinion and a negative assurance letter of Company Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinion and negative assurance for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agents with a letter (a “Reliance Letter”) to the effect that the Agents may rely on the opinion and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).