Purchaser’s Counsel. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents, all exhibits and schedules thereto, and the transactions contemplated thereby with its own legal counsel.
Purchaser’s Counsel. Each of the Company and the Purchasers acknowledges that Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (a) is acting as counsel to the Purchasers in connection with this Agreement and the transactions contemplated hereby and (b) has acted and will continue to act as counsel to the Company and a special-purpose subsidiary to be formed by the Company in connection with the securitization bond transaction contemplated by Michigan Public Service Commission docket number U-20889, which securitization bond transaction is unrelated to the offering of Xxxxx contemplated by this Agreement. Each of the Company and the Purchasers further acknowledges receipt of the letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP dated November 7, 2022 with respect to such representations. On the basis of the foregoing (including such letter), (i) each of the Company and the Purchasers consents to such dual representation and (ii) each Purchaser acknowledges acceptance of the terms of such letter (including consenting to the representation by Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP of such Purchaser on the terms and conditions described in such letter and expressly waiving only the conflict of interest regarding representation of the Company and a special-purpose subsidiary to be formed by the Company in connection with the securitization bond transaction contemplated by Michigan Public Service Commission docket number U-20889). If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Consumers Energy Company By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets American Family Life Insurance Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets This Agreement is hereby accepted and agreed to as of the date hereof. CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments This Agreement is hereby accepted and agreed to as of the date hereof. Beneficial Life Insurance Company, c/o Goldman Xxxxx Asset Management, L.P., as Investment Manager ...
Purchaser’s Counsel. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental thereto shall have been approved by counsel for the Purchaser.
Purchaser’s Counsel. 18 3.5 Economic Risk....................................................18 3.6
Purchaser’s Counsel. Each Purchaser hereby represents and warrants on its own behalf that such Purchaser is not represented by Dechert Price & Xxxxxx or Xxxxxxxx Xxxxxxxxx Professional Corporation.
Purchaser’s Counsel. The Company shall permit a ------------------- single firm of counsel designated by the Purchasers to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than three (3) business days) prior to their filing with the Commission, and not file any document in a form to which such counsel reasonably objects.
Purchaser’s Counsel. The Purchaser acknowledges that the Purchaser has had the opportunity to review this Agreement and the transactions contemplated hereby with the Purchaser’s own legal counsel. The Purchaser is relying solely on the Purchaser’s legal counsel and not on any statements or representations of the Seller or the Company or any of their agents for legal advice with respect to this investment or the transactions contemplated by this Agreement.
Purchaser’s Counsel. 13 4.8 Resale Under Rule 144. . . . . . . . . . . . . . . . . . . . . . . . . . 13 4.9 Residency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4.10 Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Purchaser’s Counsel. Purchaser acknowledges that it has had the opportunity to review this Agreement, the exhibits and the schedules attached hereto and the transactions contemplated by this Agreement with its own legal counsel.
Purchaser’s Counsel. 11 Section 4.13 Tax Liability. 11
