Advice of Counsel definition

Advice of Counsel. Each party acknowledges that, in executing this amendment, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this amendment. Wisconsin Department of Public Instruction (DPI) is not a party to any contractual relationship between a SFA and a FSMC. DPI is not obligated, liable, or responsible for any action or inaction taken by a SFA or FSMC based on this prototype amendment. DPI’s review of the amendment is limited to assuring compliance with federal and state procurement requirements. The DPI does not review or judge the fairness, advisability, efficiency, or fiscal implications of the amendment.
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Advice of Counsel. Neither Bank or Managing Director shall be deemed to have drafted this Agreement. Both Bank and Managing Director have consulted with counsel of their choice and both Bank and Managing Director enter into this Agreement with complete knowledge and understanding of its terms.
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Examples of Advice of Counsel in a sentence

  • Any person who obtains records or information pursuant to the provisions of this paragraph and knowingly and willfully discloses, distributes, or sells such records or information to an unauthorized recipient or for an unauthorized purpose shall be guilty of a misdemeanor of a high and aggravated nature and upon conviction thereof shall be punished as provided in Code Section 17-10-4.

  • Fischer, Should Advice of Counsel Constitute a Defense for Insurer Bad Faith?, 72 TEX.

  • Advice of Counsel: The trustee may from time to time consult with counsel, who may be counsel to the grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder.

  • For all of these reasons, Claimant’s request for temporary relief should be denied.

  • Basis for taking Legal Proceedings • Expert technical advice; • Advice of Counsel; • Details of and outcome of any attempts at a negotiated settlement; • Outcome of Legal Proceedings.

  • All of the Affiliated Funds’ and Regulated Funds’ investments in the issuer are Pre-Boarding Investments; Advice of Counsel.

  • Advice of Counsel Defense in the Instant ContextOccasionally a corporation or one of its employees may assert an advice-of-counsel defense, based upon communications with in- house or outside counsel that took place prior to or contemporaneously with the underlying conduct at issue.

  • Advice of Counsel letters are numbered with the year and a 500 series number that progresses in order therefrom as rulings are issued.

  • Each of the parties to this AGREEMENT represents and warrants to, and agrees with, each other party as follows: 7.1. Advice of Counsel: The parties hereto have received independent legal advice from their respective attorneys concerning the advisability of entering into and executing this AGREEMENT or have been given the opportunity to obtain such advice.

  • Specifically, between the time ITT filed its Rule 12(b)(1) Motion to Dismiss and the Court’s entry granting that motion, Leveski filed the following opposed motions (in addition to several unopposed motions): (1) Motion for Continuance of MSJ Briefing (Dkt.178); (2) Motion to Strike ITT’s Advice of Counsel Defense or Order Additional Discovery (Dkt.

Related to Advice of Counsel

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Advice shall have the meaning set forth in Section 6(d).

  • Legal Advice as used herein shall be solely and exclusively limited to the advice provided by legal counsel stating legal rights, duties, liabilities and defenses and shall not include factual information or the formulation or analysis of business strategy.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Legal Counsel shall have the meaning assigned to such term in Section 2(b).

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Independent Legal Counsel means an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Certified counselor means an individual who is certified by a training program or certifying organization, approved by the director, that authenticates the competence of individuals who provide education and assistance to other individuals in connection with debt counseling and financial counseling functions.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.

  • Independent professional advice means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.

  • Quebec Counsel means Siskinds Desmeules s.e.n.c.r.l.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Liaison Counsel means the law firm of Xxxxx X. Xxxxxxxxx & Associates L.C.

  • Issuance Advice Letter means the Issuance Advice Letter filed with the CPUC pursuant to the Wildfire Financing Law and the Financing Order with respect to the Recovery Bonds.

  • County Counsel means County’s Office of the County Counsel.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Other Parties shall have the meaning set forth in Section 10.7(c).

  • Consult or "Consultation" means to provide:

  • Relying Party means an individual or entity that acts in reliance on a Certificate or digital signature associated with a Certificate.

  • DRS Advice means the notification produced by the DRS system evidencing ownership of the Warrants or Common Shares, as the case may be;