Consultation with Counsel, etc Sample Clauses

Consultation with Counsel, etc. Each Stockholder who or which executes and delivers a counterpart signature page to this Agreement hereby acknowledges that he, she or it has had the opportunity to consult with his, her or its own counsel with respect to the subject matter of this Agreement, and has read and understands all of the provisions of this Agreement. Each Stockholder who or which executes and delivers a counterpart signature page to this Agreement hereby further acknowledges that he, she or it has had the opportunity to ask questions of, and to seek additional information from, the Corporation with respect to each of the matters set forth herein.
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Consultation with Counsel, etc. The Collateral Trustee may consult with, and obtain advice from, legal counsel, accountants and other experts, in connection with the performance of its duties hereunder or under the Security Documents or the other Financing Documents, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and advice of such counsel, accountants and other experts. The Collateral Trustee shall not be responsible for the negligence or misconduct of any counsel, accountants and other experts selected by it without gross negligence or willful misconduct on its part.
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Consultation with Counsel, etc. The Collateral Agent may consult with, and obtain advice from, legal counsel, accountants and other experts selected by it, in connection with the performance of its duties under this Agreement or the other Indenture Documents and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the written opinion and advice of such counsel, accountants and other experts. The Collateral Agent shall not be responsible for the acts or omissions of any counsel, accountants and other experts selected by it with due care and in good faith and without gross negligence or willful misconduct.
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Consultation with Counsel, etc. The Common Representative may consult with, and obtain advice from, legal counsel and other experts, in connection with the performance of its duties hereunder and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and advice of such counsel and other experts (as to matters within any such expert's field of expertise). The Common Representative shall not be responsible for the negligence or misconduct of any counsel and other experts selected by it without gross negligence or willful misconduct on its part.
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Consultation with Counsel, etc. Each Appointed Party may consult with, and obtain advice from, legal counsel, accountants, engineers and other experts, in connection with the performance of its duties hereunder and under any other Financing Document and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and advice of such counsel, accountants and other experts (as to matters within any such expert's field of expertise). No Appointed Party shall be responsible for the negligence or misconduct of any counsel, accountants, engineers and other experts selected by it without gross negligence or willful misconduct on its part.
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Consultation with Counsel, etc. Each of the Administrative Agent and the Note Collateral Agent may consult with counsel, and it shall be fully protected in any action taken, suffered or omitted by it hereunder or under any of the other Collateral Documents in accordance with any opinion of such counsel. Each of the Administrative Agent and the Note Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of and the duties created under each of this Agreement or in any of the other Collateral Documents, from any court of competent jurisdiction.
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Consultation with Counsel, etc. The Collateral Agent may consult with, and obtain advice from, legal counsel, accountants and other experts of its choice, in connection with the performance of its respective duties hereunder and under the other Financing Documents and shall incur no liability and shall be fully protected in acting in good faith in reliance on the written opinion and written advice of such counsel, accountants and other experts. The Collateral Agent shall not be responsible for the negligence or misconduct of any counsel, accountants and other experts selected by it without gross negligence or willful misconduct on its part. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents or attorneys-in-fact appointed by it. The Collateral Agent and any such sub-agent or attorney-in-fact may perform any and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions of this Article XIII and the indemnification provisions of Section 15.14 shall apply to the Affiliates of the Collateral Agent and any such sub-agent or attorney-in-fact, and shall apply to their respective activities provided for herein as well as the activities of the Collateral Agent.
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Related to Consultation with Counsel, etc

  • Consultation with Counsel The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

  • Consultation with Attorney He or she has been advised to consult with his or her own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent he or she considers necessary.

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Bank May Consult With Counsel Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

  • Consultation with Attorney; Voluntary Agreement The Company advises Executive to consult with an attorney of his choosing prior to signing this Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above. Executive acknowledges and agrees that the payments to be made to Executive pursuant to the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1. Executive represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.

  • Consultation with Experts The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

  • Consultation Between the Parties ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

  • Consultations 1. A Party may request in writing consultations with the other Party with respect to any matter referred to in Article 174 (Scope of Application). 2. The requesting Party shall deliver the request to the other Party, and shall set out the reasons for the request, including identification of the measure or other matter at issue and an indication of the legal basis for the complaint. 3. The requested Party shall reply to the request in writing within 25 days following the date of receipt of the request. 4. The Parties shall enter into consultations in good faith within: (a) 35 days following the date of receipt of the request for consultations regarding urgent matters (20); or (b) 40 days following the date of receipt of the request for consultations for all other matters. 5. The consulting Parties shall make every attempt to arrive at a mutually satisfactory resolution of any matter raised through consultations under this Article or other consultative provisions of this Agreement.

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