Common use of Representation and costs Clause in Contracts

Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx LLP, Lawyers - Patent & Trade Xxxx Agents, act solely for the Purchaser, and, correspondingly, that each of the Vendor Group and the Company have been required by each of Lang Xxxxxxxx LLP and the Purchaser to obtain independent legal advice with respect to their respective reviews and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx LLP, shall be at the cost of the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Fortune Partners, Inc.)

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Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx XxXxxxxx LLP, Lawyers - Patent & Trade Xxxx Agents, act acts solely for the Purchaser, and, correspondingly, that each of the Vendor Group and the Company have has been required by each of Lang Xxxxxxxx XxXxxxxx LLP and the Purchaser to obtain independent legal advice with respect to their respective reviews its review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx XxXxxxxx LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx XxXxxxxx LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx XxXxxxxx LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx XxXxxxxx LLP, shall be at the cost of the CompanyPurchaser.

Appears in 1 contract

Samples: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx LLP, Lawyers - Patent & Trade Xxxx Agents, act solely for the Purchaser, and, correspondingly, that each of the Vendor Group and the Company have Vendors has been required by each of Lang Xxxxxxxx LLP and the Purchaser to obtain independent legal advice with respect to their respective reviews its review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx LLP, shall be at the cost of the CompanyPurchaser.

Appears in 1 contract

Samples: Mineral Property Acquisition Agreement (Zoro Mining Corp.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx LLP, Lawyers - Patent & Trade Xxxx Agents, act solely for the Purchaser, and, correspondingly, that each of the Vendor Group Vendors and the Company have been required by each of Lang Xxxxxxxx LLP and the Purchaser to obtain independent legal advice with respect to their respective reviews and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx LLP, shall be at the cost of the CompanyPurchaser.

Appears in 1 contract

Samples: Share Exchange Agreement (Cellcyte Genetics Corp)

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Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx Michener LLP, Lawyers - Patent & Trade Xxxx Mark Agents, act acts solely for the Purchaserfox xxx Xxmpany, and, correspondingly, that each of the Vendor thax xxe Executive Group and the Company have has been required by each of Lang Xxxxxxxx Michener LLP and the Purchaser Company to obtain independent legal advice with respect xxxxxxt to their respective reviews its review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx Michener LLP, and certain or all of its principal owners or associatesxxxxxxxtes, from time to time, may have both an economic or shareholding interest in and to the Purchaser Company and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser Company for certain of such persons to act in a similar capacity while acting for the Purchaser Company as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx Michener LLP, and its principal owners and associates, as the case may bexxx xx, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx Michener LLP, together with any such principal owners or associatesassociatex, as the xx xhe case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx Michener LLP, shall be at the cost of the Company.

Appears in 1 contract

Samples: Executive Services Agreement (Naturally Advanced Technologies Inc)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that Lang Xxxxxxxx Mxxxxxxx LLP, Lawyers - Patent & Trade Xxxx Mxxx Agents, act solely for the Purchaser, and, correspondingly, that each of the Vendor Group and the Company have Vendors has been required by each of Lang Xxxxxxxx Mxxxxxxx LLP and the Purchaser to obtain independent legal advice with respect to their respective reviews its review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx Mxxxxxxx LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of Lang Xxxxxxxx Mxxxxxxx LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, Lang Xxxxxxxx Mxxxxxxx LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Xxxxxxxx Mxxxxxxx LLP, shall be at the cost of the CompanyPurchaser.

Appears in 1 contract

Samples: Mineral Property Acquisition Agreement (Brock Paul Douglas)

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