Consent to Representation. The Company and the Underwriters acknowledge that Vxxxxx & Exxxxx L.L.P., which is acting as counsel to the Underwriters in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Vxxxxx & Exxxxx L.L.P. so acting as counsel to the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Holdings and the several Underwriters. Very truly yours, WASTE MANAGEMENT, INC. By: /s/ Cxxxxx X. Xxxx Name: Cxxxxx X. Xxxx Title: Vice President & Treasurer WASTE MANAGEMENT HOLDINGS, INC. By: /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Assistant Secretary The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. J.X. XXXXXX SECURITIES INC. BY: BARCLAYS CAPITAL INC. By /s/ Sxxxxxx Xxxxxxxxx Name: Sxxxxxx Xxxxxxxxx Title: Managing Director BY: DEUTSCHE BANK SECURITIES INC. By /s/ Rxxxxxx Xxxxx Xxxxxxx By /s/ Mxxxxxx X. Xxxxxxxx Name: Sxxxx Xxxxxxx Title: Managing Director Name: Mxxxxxx X. Xxxxxxxx Title: Director/Debt Syndicate BY: J.X. XXXXXX SECURITIES INC. By /s/ Cxxx Xxxxxxx Name: Cxxx Xxxxxxx Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated: March 2, 2004 Registration Statement No.: 333-97697 Representative(s): Barclays Capital Inc. Deutsche Bank Securities Inc. J.X. Xxxxxx Securities Inc. Title, Purchase Price and Description of Securities: Title: 5.00% Senior Notes Due 2014 Principal amount: $350,000,000 Purchase price (include accrued interest or amortization, if any, from March 5, 2004): 98.974% Sinking fund provisions: None Redemption provisions: Make Whole Call + 15 bp Other provisions: As provided in the Indenture Closing Date, Time and Location: March 5, 2004 at 9:00 a.m. CST at the offices of Bxxxx Bxxxx L.L.P., One Shell Plaza, 900 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 Type of Offering: Non-delayed Date referred to in Section 5(f) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): April 2, 2004 Modificatio...
Consent to Representation. The Company and the Underwriters acknowledge that Xxxxxx & Xxxxxx L.L.P., which is acting as counsel to the Underwriters in connection with the offer and sale of the Securities, also acts as counsel from time to time to the Company and certain of its affiliates in connection with unrelated matters. The Company and the Underwriters consent to Xxxxxx & Xxxxxx L.L.P. so acting as counsel to the Underwriters.
Consent to Representation. This agreement also constitutes notice to Recipient that Provider has engaged DLA Piper LLP (US) as its legal counsel in connection with the Possible Transaction, and Recipient hereby (i) consents to the continued representation of Provider by DLA Piper LLP (US) in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Recipient and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) that may arise from its representation of Provider in connection with the Possible Transaction, including but not limited to representing Provider against Recipient and/or its affiliates in litigation, arbitration, or mediation in connection therewith. In addition, Recipient hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Recipient has obtained independent legal advice with respect to this consent and waiver. Recipient further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US), and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. If Recipient has any questions regarding this paragraph, please contact Xxx Xxxxx at DLA Piper LLP (US) at (000) 000-0000 or xxx.xxxxx@xxxxxxxx.xxx. DLA Piper LLP (US) is an express third party beneficiary of this paragraph.
Consent to Representation. 15.1 Each of the Members hereby acknowledges that Corporate Counsel drafted this Agreement and that he: (a) has been advised by Corporate Counsel that his interest in the Agreement may conflict with those of the other Members or the Company; (a) has received from Corporate Counsel a disclosure of the facts causing that conflict of interest; (a) has been advised by Corporate Counsel that this Agreement will have tax consequences; (d) has been encouraged by Corporate Counsel to seek independent legal counsel and other professional advice regarding this Agreement and its tax consequences; and (e) is aware that if a conflict between the parties concerning this Agreement arises in the future, Corporate Counsel may be required to withdraw from representing him in his affiliated capacities with the Company, which would result in expense and inconvenience.
Consent to Representation. The undersigned acknowledges and agrees that Kattxx Xxxxxx & Xavix xxx acted as legal counsel to the Company in connection with this offering of Shares and that such firm has in the past and may from time to time in the future render services to the Company and its affiliates. The undersigned further acknowledges and agrees that such firm may also, in the future, render services to the Company with respect to activities other than the offer and sale of Shares. The undersigned understands that Kattxx Xxxxxx & Xavis is not representing the undersigned or any other prospective purchaser of Shares in connection with this Offering.
Consent to Representation. The Investor acknowledges and agrees that Winston & Xxxxxx LLP is legal and tax counsel to the General Partner and the Investment Manager in connection with this offering of Interests and that such firm has in the past, does and may from time to time in the future, render services to the General Partner, the Investment Manager and its affiliates. The Investor further acknowledges and agrees that such firm may also, in the future, render services to the Fund with respect to activities other than the offer and sale of Interests. The Investor understands that Winston & Xxxxxx LLP is not representing the Investor or any other prospective purchaser of Interests in connection with this Offering.
Consent to Representation. You hereby consent to the current and future representation by Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP ("WLDD"), of (a) the Company with respect to the offering of Units and (b) the Company and its affiliates with respect to other activities. You represent and warrant that you understand and acknowledge the different interests involved in WLDD's representation of the Company and its affiliates.
Consent to Representation. Buyer understands and acknowledges the Escrow Agent provides and has provided legal representation and counsel to BMP, Xxxxxxx X. Xxxx, President and Chairman of BMP, Xxxxxx X. Xxxx, Director of BMP, and Hydromer, Inc. and affiliate of BMP, and that service as Escrow Agent hereunder does not constitute legal representation of, or counsel to Buyer. Service as Escrow Agent hereunder will not bar Escrow Agent from continuing its representation of such persons and entities, including but not limited to representation in connection with the Agreement, or otherwise in connection with this Escrow Agreement. Buyer hereby consents to such representation.
Consent to Representation. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and affiliates that the Company, and not any of its individual Company Securityholders, is the client of DLA Piper LLP (US) (the “Firm”). After the Closing, it is possible that the Firm will represent the Company Securityholders, the Stockholders’ Agent and their respective affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein, the Escrow Amount and any claims made thereunder pursuant to this Agreement. Acquirer and the Company hereby agree that the Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the administration of the Escrow Amount and any claims that may be made thereunder pursuant to this Agreement. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Privileged and confidential communications between the Company and the Firm prior to the Closing will become the property of the Stockholders’ Agent and the Company Securityholders following the Closing and will not be disclosed to Purchaser without the consent of the Stockholders’ Agent; provided that, in the event of any dispute between Purchaser, the Surviving Corporation or any of the Company’s Subsidiaries and a third party other than a party to this Agreement after the Closing, the Surviving Corporation and the Company subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Firm, the Stockholders’ Agent or any Company Securityholder to such third party.
Consent to Representation. THE PARTIES ACKNOWLEDGE THAT CXXXXXXX, PATCH, DXXXX & BASS LLP (“CPDB”) REPRESENTS THE COMPANY FOR PURPOSES OF THIS AGREEMENT AND DOES NOT REPRESENT EXECUTIVE. EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO SEEK INDEPENDENT COUNSEL REGARDING THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. THE PARTIES AGREE THAT IN THE EVENT OF ANY CONFLICT OF INTEREST ARISING OUT OF THIS AGREEMENT, CPDB REPRESENTS THE INTERESTS OF THE COMPANY AND NOT THE EXECUTIVE.
