Special U.S. Counsel definition

Special U.S. Counsel means Xxxxxx & Xxxxxxx LLP or one such other successor counsel as shall be specified by the Holders of a majority of the Registrable Securities, but which may, with the written consent of the Lead Agent (which shall not be unreasonably withheld), be another nationally recognized U.S. law firm experienced in securities law matters designated by the Company.
Sample 1

Examples of Special U.S. Counsel in a sentence

  • Accordingly, the U.S. federal income tax treatment of the Issuer will not be entirely free from doubt due to the highly factual nature of the analysis and the lack of governing authority, and there can be no assurance that the IRS will not take a position that is contrary to the conclusion expressed by Special U.S. Counsel, or that a court will not agree with the contrary position of the IRS if the matter is litigated.

  • Counsel for the Co-Issuer and AGL, Opinion of Special U.S. Counsel for the Issuers and the Guarantors and Opinion of Special Irish Counsel for Aon plc.

  • Form of Opinion of Selling Shareholders' Special U.S. Counsel to Be Delivered Pursuant to Section 5(e) EXHIBIT E.

  • Further, a court may refuse to enforce a covenant if Opinion of Special U.S. Counsel to the Borrowers and to the extent that it deems such covenant to be violative of applicable public policy, including, for example, provisions requiring indemnification of a Lender Party against liability for its own wrongful or negligent acts.

  • In this regard, Linklaters, Special U.S. Counsel, will provide the Issuer with an opinion to the effect that, although there is no authority addressing the U.S. federal income tax treatment of a non-U.S. corporation under substantially similar facts, the Issuer will not be treated for U.S. federal income tax purposes as engaged in the conduct of such a U.S. trade or business solely by reason of its undertaking the activities contemplated under the Transaction Documents.

  • Factors identified as significant by the lecturers There was agreement among the lecturers on the factors they identified as those that significantly impacted on them as lecturers at the different sites.

Related to Special U.S. Counsel

  • Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

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

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • 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;

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Lenders’ Counsel means the firm of XxXxxxxx Xxxxxxxx LLP or such other firm of legal counsel as the Agent may from time to time designate and any and all local agent counsel retained by XxXxxxxx Xxxxxxxx LLP for and on behalf of the Agent.

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

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

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;

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

  • Senior Counsel means a legal practitioner appointed by the President as a Senior Counsel of Namibia in terms of section 79(3) of the Legal Practitioners Act, 1995 (Act No. 15 of 1995).

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

  • Class Counsel means Xxxxxx X. Xxxxxx of Xxxxxx Xxxxxx Xxxxxx LLP, Xxxx Xxxxxx Xxxxxxxxxx of Xxxxxx Xxxxxxxx LLP, and Xxxxx X. Xxxxxxxxxx of Hausfeld LLP.

  • Defendants’ Counsel means Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP.

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;

  • Holders’ Counsel means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.

  • Outside Counsel means Mr. Mark Tarallo, attorney with Morse Barnes Brown and Pendleton, LP 1601 Trapelo Road, Suite 205, Waltham, MA 02451. Email.mtarallo@mbbp.com: Website: www.mbbp.com Phone: (781) 622-5930.

  • 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.

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Class Counsel Fees means the fees of Class Counsel, and any applicable taxes or charges thereon, including any amounts payable as a result of the Settlement Agreement by Class Counsel or the Settlement Class Members to any other body or Person, including the Fonds d’aide aux actions collectives in Quebec.