Texas Counsel Sample Clauses

Texas Counsel. By: /s/ Xxxxxx Xxxxxxx ------------------------------------ Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx By: /s/ Xxxx X. X'Xxxxx, P.C. ------------------------------------ Xxxx X. X'Xxxxx, P.C. By: /s/ Xxxx Xxxxx Xxxxxxxx, Jr. ------------------------------------ Xxxx Xxxxx Xxxxxxxx, Jr. By: /s/ Xxxxx X. Xxxxx ------------------------------------ Xxxxx X. Xxxxx Xxxxx, Xxxxxx & Xxxxx, Inc. By: /s/ Xxxxxx X. Xxx ------------------------------------ Xxxxxx X. Xxx The Xxx Law Firm By: /s/ Xxxx Xxxxxxxxx ------------------------------------ Xxxx Xxxxxxxxx The Xxx Law Firm By: /s/ Xxxx X. Xxxx by Xxx X. Xxxxxx with permission ------------------------------------ Xxxx X. Xxxx Law Offices of Xxxx X. Xxxx, P.C. By: /s/ X. Xxxxxxxxxx, Xx. ------------------------------------ For Xxxxxx X. Xxxx Ness, Motley, Loadholt, Xxxxxxxxxx & Xxxxx APPENDIX A
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Texas Counsel. Xxxxxx Xxxxxxx Xxxxx X. Xxxxx Xxxxxxx & Xxxxxxx Xxxxx, Xxxxxx & Xxxxx, Inc. 000 Xxxx Xxxxxx 000 Xxxxxx P.O. Box 4905 Beaumont, TX 77701 Xxxxxxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000 Xxxx Xxxxx Xxxxxxxx, Jr. Xxxx X. X'Xxxxx 0000 Xxxx Xxxxxxx, Xxxxx 000 440 Louisiana Street, Suite 2300 Houston, TX 77017 Xxxxxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000 Xxxxxx X. Xxx Xxxx X. Xxxx Xxxx Xxxxxxxxx Law Offices of Xxxx X. Xxxx, P.C. The Xxx Law Firm 0000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxxxx Xxxxx Houston, TX 77002-3131 X.X. Xxx 000 Fax: (000) 000-0000 Xxxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Xxxxxx X. Xxxx Xxxx, Motley, Loadholt, Richardson & Xxxxx 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000
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Texas Counsel. All capitalized terms used but not defined herein shall have the same meanings as in the Asset Purchase Agreement.
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Related to Texas Counsel

  • Class Counsel Fees include the fees, disbursements, costs, interest, GST or HST (as the case may be) and other applicable taxes or charges thereon, including any amounts payable by Class Counsel or the Settlement Class Members to any other body or Person as a result of the Settlement Agreement, including the Fonds d’aide aux actions collectives in Québec.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Counsel The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

  • To Class Counsel Class Counsel will apply to the Court for an award of not more than one-third (1/3) of the Gross Settlement Amount, which is presently $1,833,333.33 as their Class Counsel Fees Payment and an amount not more than $11,000 for all expenses incurred as documented in Class Counsel’s billing records as their Class Counsel Litigation Expenses Payment. Defendants will not oppose their request for a Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment consistent with this Agreement and approved by the Court. The Settlement Administrator will pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment out of the Gross Settlement Amount. If the Court approves a Class Counsel Fees Payment or a Class Counsel Litigation Expenses Payment less than provided for in this Agreement, the remainder will be retained in the Class Net Settlement Fund for distribution to Participating Class Members. Payroll tax withholding and deductions, if any, will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms 1099 will be issued to Class Counsel with respect to those payments. The payment of the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment shall be made to Xxxxxxx Xxxxxxxx Law Group PLLC and Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx LLP.

  • 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.

  • Opinion of the Company's Counsel The Purchaser shall have received from Company counsel, in a form satisfactory to the Purchaser and its counsel, an opinion dated the Closing Date.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

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