Acknowledgement of Counsel Sample Clauses

Acknowledgement of Counsel. Each of the undersigned legal counsel to Victory and to Xxxxx by signing this Settlement Agreement below acknowledge that they approve the Settlement Agreement as to form:
Sample 1
AutoNDA by SimpleDocs
Acknowledgement of Counsel. Each of the undersigned legal counsel to Victory and to Xxxxx by signing this Settlement Agreement below acknowledge that they approve the Settlement Agreement as to form: /s/ Xxxxx Xxxx /s/ Xxxxx XxXxxx Xxxxx Xxxx of The Loev Law Firm, PC, Xxxxx XxXxxx Counsel to Xxxxx Counsel to Victory Approving as to form only Approving as to form only EXHIBIT A Assignment of Additional Penn Virginia Property (See Attached) EXHIBIT B Form of Xxxxxx Release (See Attached) EXHIBIT C Form of Oak Valley Release (See Attached) EXHIBIT D Form of Proxy PROXY The undersigned, Victory Energy Corporation, having an address at 0000 Xxx Xxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, being the holder of 1,517,241 shares of Xxxxx Energy, Inc. (or such lesser number of shares of Xxxxx Energy, Inc. that Victory continues to hold after the date hereof), does hereby constitute and appoint the Board of Directors of Xxxxx Energy, Inc. acting through its authorized officer, including its Chief Executive Officer, as the undersigned’s proxy to act by written consent of the stockholders of Xxxxx Energy, Inc. during the period from the date hereof through the second anniversary of the date hereof and to attend all the meetings of the stockholders of said corporation to be held between the date hereof and the second anniversary of the date hereof or any continuation or adjournment thereof, with full power to vote and act for undersigned and in the undersigned’s name, place and stead, in the same manner, to the same extent and with the same effect that the undersigned might were the undersigned personally present thereat, giving to said Board of Directors of Xxxxx Energy, Inc. full power of substitution and revocation, and the undersigned hereby revokes any other proxy heretofore given by the undersigned. This proxy is coupled with an interest and is irrevocable during the period from the date hereof through the second anniversary of the date hereof. Dated June 24, 2015. VICTORY ENERGY CORPORATION By: /s/ Xxxxxxx Hil l XXXXXXX XXXX, Chief Executive Officer
Sample 1
Acknowledgement of Counsel. The Parties to this Mutual Release each acknowledge that (i) they have been represented by counsel of their own choosing with respect to the negotiation and signing of this Mutual Release, (ii) they have had the opportunity to review and reflect on the terms of this Mutual Release, and (iii) they have not been the subject of any undue or improper influence that would interfere with the exercise of their understanding and will to sign this Mutual Release. The Parties agree to bear their own costs and attorneys’ fees related to this Mutual Release.
Sample 1
Acknowledgement of Counsel. BUYER hereby acknowledges and agrees that: (a) Xxxx Xxxxxxxx, Esq. (“Xxxxxxxx”) has represented SELLER in this transaction and under the Exhibit 2.3 APA with respect to the potential transfer of the Pari-Mutuel Permits and Xxxxxxxx has and does not represent BUYER either as an attorney (i.e., in a legal capacity) or in any other manner; and (b) SELLER shall request Xxxxxxxx to use reasonable efforts to facilitate, assist, give advice to BUYER or otherwise participate in seeking the approval(s) of the applicable governmental authorities, which shall be deemed to all be on behalf of SELLER, to allow the transfer of the Pari-Mutuel Permits to BUYER (collectively, “Seller Assistance”). BUYER understands and agrees that Xxxxxxxx shall not be deemed to represent BUYER, either as an attorney (i.e., in a legal capacity) or in any other manner, in providing the Seller Assistance even though Xxxxxxxx may be interacting and communicating directly with BUYER (and reviewing, giving advice on and submitting applications and documents prepared by or on behalf of BUYER). SELLER shall have no liability under this Agreement, at law or in equity, (i) as a result of providing the Seller Assistance and BUYER shall rely thereon at BUYER’s sole risk, or (ii) in the event that such approvals to allow the transfer of the Pari-Mutuel Permits to BUYER are not given or, if given, are not given on a timely basis, even if the cause of such failure is in any way due to the Seller Assistance. SELLER (and not BUYER) shall pay Xxxxxxxx for providing the Seller Assistance.
Sample 1
Acknowledgement of Counsel. Each of the Company and the Investor understands and acknowledges that, pursuant to a waiver agreement between the Company and Xxxxx Fargo Securities LLC, Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP represents the Company and Xxxxx Fargo Securities LLC, as placement agent, in connection with the Offering. Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP does not represent the Investors and each Investor should consult its own legal and tax advisors in connection therewith. Insmed Incorporated INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Insmed Incorporated 0000 Xxxx Xxxxx Xxxxx Xxxxx Xxxxx, Virginia 23060 This Investor Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per share (the “Common Stock”), of Insmed Incorporated, together with warrants to purchase shares of Common Stock (collectively, the “Securities”). The Securities are being offered and sold by Insmed Incorporated (the “Corporation”) without registration under the Securities Act of 1933, as amended (the “Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Ques...
Sample 1
Acknowledgement of Counsel. Each party hereto acknowledges and agrees that such party has had the opportunity to be represented in the negotiations for the preparation of this Agreement by counsel of such party’s own choosing, and that if such party has elected not to be represented by counsel in the negotiation and preparation of this Agreement, such election was made freely and voluntarily with full awareness of the consequences of the decision. Each party hereto further acknowledges and agrees that such party has read this Agreement, and is fully aware of the contents and legal effect of this Agreement, and that such party has executed this Agreement after independent investigation and without fraud, duress or undue influence. This Agreement shall be construed as if each party were jointly and equally responsible
Sample 1
Acknowledgement of Counsel. The Parties to this Settlement Agreement each acknowledge that (a) they have been, or have had the opportunity, to be represented by counsel of their own choosing with respect to the negotiation and signing of this Settlement Agreement, (b) they have had the opportunity to review and reflect on the terms of this Settlement Agreement, and (c) they have not been the subject of any undue or improper influence that would interfere with the exercise of their understanding and will to sign this Settlement Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Acknowledgement of Counsel

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Retention of Counsel In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Opinion of Counsel for Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Time is Money Join Law Insider Premium to draft better contracts faster.