Retention of Advisors. Buyer and Sellers acknowledge and agree that Xxxxx Xxxxx has represented Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the 738336390 transactions contemplated hereby and thereby, and that Sellers, the Companies and their respective Associated Persons (the “Seller Group Members”) have a reasonable expectation that Xxxxx Xxxxx will represent them in connection with any claim or Action involving any Seller Group Member, on the one hand, and Buyer or any of its Associated Persons (the “Buyer Group Members”), on the other hand, arising under this Agreement, the Related Agreements or the transactions contemplated hereby and thereby. Buyer hereby, on behalf of itself and the other Buyer Group Members and their respective successors and assigns, hereby irrevocably (a) agrees to any such representation in any such matter and (b) waives any actual or potential conflict arising from any such representation in the event of (i) any adversity between the interests of any Seller Group Member, on the one hand, and Buyer and the Companies, on the other hand, in any such matter; and/or (ii) any communication between or among Xxxxx Xxxxx and the Companies and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies prior to Closing.
Retention of Advisors. The Custodian may reasonably consult legal counsel and other professional advisors who may, but need not, be its counsel or advisor or counsel or advisor to any party having an interest in or connected with the Account or the Agent, with respect to the meaning and construction of this Agreement or its power, obligations, and conduct hereunder. The Custodian shall be entitled to reasonable reimbursement for such legal counsel’s and other professional advisor’s fees. The Custodian shall not be liable for the consequences of, and shall be fully protected in acting pursuant to or relying upon, the advice of such legal counsel or advisors.
Retention of Advisors. The Trustee may consult legal counsel and other professional advisors who may, but need not, be its counsel or advisors or counsel or advisors to the Bank, the Committee, or any Participant or beneficiary, with respect to the meaning and construction of this Agreement or its powers, obligations, and conduct hereunder. The Trustee shall be entitled to reasonable reimbursement from the Trust Fund for such legal counsel's and other professional advisors' fees. The Trustee shall not be deemed imprudent solely by reason of its taking or refraining from taking any action in accordance with the opinion of counsel.
Retention of Advisors. At any time Issuers shall fail to continue to engage a consultant reasonably acceptable to Agent (it being understood that Xxxxxxxxx & Co., In. is acceptable to Agent) to provide operational advice, perform cash flow modeling and otherwise provide advisory services pursuant to such terms of engagement (including such other duties and responsibilities) as are acceptable to Agent);
Retention of Advisors. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, Sellers and their shareholders shall have the right, at their election, to retain Xxxxx Xxxxx LLP and/or Xxxxxxx Xxxx & Xxxxxxx Limited to represent them in such matter, even if such representation shall be adverse to Buyers, the Companies and/or the Subsidiaries. Buyers, the Companies and the Subsidiaries, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably consent to any such representation in any such matter. Buyers, the Companies and the Subsidiaries, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably waive any actual or potential conflict arising from any representation regarding a dispute arising under or in connection with this Agreement in the event of: (a) any adversity between the interests of Sellers and their shareholders, on the one hand, and Buyers, the Companies and the Subsidiaries, on the other hand, in any such dispute arising under or in connection with this Agreement; and/or (b) any communication between Xxxxx Xxxxx LLP and/or Xxxxxxx Xxxx & Xxxxxxx Limited and the Companies, the Subsidiaries and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Companies or the Subsidiaries prior to Closing.
Retention of Advisors. The Trustee may consult with legal counsel and other professional advisors who may, but need not, be its counsel or advisors or counsel or advisors to the Company, the Plan Administrator, the Committee, or any Plan Participant or beneficiary, with respect to the meaning and construction of this Agreement or its powers, obligations, and conduct hereunder. The Trustee shall be entitled to reasonable reimbursement from the Trust Fund for such legal counsel's and other professional advisors' fees. The Trustee shall not be deemed imprudent, and shall be fully and completely protected, by reason of its taking or refraining form taking any action in accordance with the opinion of counsel.
Retention of Advisors. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, each Seller and its shareholders or owners (if applicable) shall have the right, at their election, to retain [***] to represent them in such matter, even if such representation shall be adverse to Buyer, the Company or the Subsidiaries. Buyer, the Company and the Subsidiaries, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably consent to any such representation in any such matter. Buyer, the Company and the Subsidiaries, for themselves and for their respective Affiliates, successors and assigns, hereby irrevocably waive any actual or potential conflict arising from any such representation in the event of: (a) any adversity between the interests of any Seller and its shareholders or owners, on the one hand, and Buyer, the Company and the Subsidiaries, on the other hand, in any such matter; or (b) any communication between [***] and the Company, the Subsidiaries and their respective Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of any of the Company or the Subsidiaries prior to Closing.
Retention of Advisors. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, Sellers shall have the right, at their election, to retain Bryax Xxxx Xxxgxxxx Xxxxxxx XXX to represent them in such matter, even if such representation shall be adverse to Buyer or any of its Affiliates. Buyer, for itself and its Affiliates, successors and assigns, hereby (a) irrevocably consent to any such representation in any such matter and (b) irrevocably waive any actual or potential conflict arising from any such representation as a result of: (i) any adversity between the interests of Sellers on the one hand, and Buyer and the Company Group Members on the other hand, in any such matter or (ii) any communication between Bryax Xxxx Xxxgxxxx Xxxxxxx XXX and the Company Group Members, its Affiliates or employees, whether privileged or not, or any other information known to such counsel, by reason of such counsel’s representation of the Company Group Members prior to Closing.
Retention of Advisors. Subject to Bankruptcy Court approval, Company shall continue at all times the retention of Xxxxxxxx Xxxxx pursuant to the agreements between such financial advisors and the Company entered into prior to the Filing Date (or other financial advisors reasonably acceptable to the Administrative Agent).
Retention of Advisors. Fail to retain by no later than July 7, 2000, and thereafter to continue the retention of (i) an investment banker of national renown with expertise in the supermarket industry that is reasonably acceptable to the Administrative Agent and the Required Lenders and (ii) a firm or individual specializing in providing financial consulting and advisory services, that is reasonably acceptable to the Administrative Agent and the Required Lenders, to assist the Borrower with, among other things, the preparation and implementation of the business plan referred to in Section 7.16 and other reports and information that the Borrower is obligated to deliver under the Credit Agreement and the other Loan Documents."
