Buyer Counsel definition

Buyer Counsel means Ballard Spahr Andrews & Ingersoll, LLP.
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Buyer Counsel has the meaning set forth in Section 9.11(a).
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Buyer Counsel means Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP.
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Examples of Buyer Counsel in a sentence

  • On or prior to twenty (20) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and Buyer Counsel a complete closing set of the executed Transaction Documents (which may be delivered in electronic format), Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

  • Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent with respect to this waiver is fully informed.

  • The First Purchase Price shall be reduced by (w) any fees payable to the Trustee, (x) any fees due to the Escrow Agent under the Escrow Agreement, (y) the Financial Advisor Fees (as defined in Section 3(g) hereof) and (z) the fees payable to Buyer Counsel under Section 5(g) hereof.

  • Buyer Counsel Opinion" shall mean the opinion of Xxxxxxx & Xxxxx in substantially the form of Exhibit 3 attached to this Agreement.

  • If Buyer Counsel, if appointed, disagrees with Seller’s determination, Buyer Counsel shall notify Seller within five (5) days of Seller’s notice to Buyer, and Seller and Buyer Counsel shall seek to resolve such disagreement in good faith within ten (10) days, but Buyer acknowledges and agrees that any such determination is ultimately in Seller’s reasonable discretion.

  • Buyer shall have delivered to Seller the following documents, each dated the Closing Date and properly executed by Buyer, or counsel for Buyer, as appropriate: (i) the Bill xx Sale; (ii) the Buyer Closing Certificate; (iii) the Buyer Counsel Opinion; (iv) the Temporary Services Agreement; (v) the Confidentiality Agreement; and (vi) the Stock Purchase Agreement.

  • All notices will be addressed to the parties at the respective addresses as follows: To the Sellers: Kxxx Xxxx and Rxxx Xxxx Hacienda Del Mar 10000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 with a copy to: Cxxxxxxxxx Law Offices, P.C. 70000 Xx Xxxxx Xxxx Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Axxxxxx (Nino) Cxxxxxxxxx To Buyer: Counsel RB Capital Inc.

  • In rendering Buyer's Tax Opinion, Buyer Counsel shall be entitled to rely upon representations of officers of Republic and Buyer reasonably satisfactory in form and substance to such counsel.

  • Xxxxx Xxxxxxxx and Xxxxxxxxxx PLLC 00 Xxxxxx Xxxxxx, Fl. 2 New York, NY 10012 000-000-0000 xx@xxxx-xxx.xxx Buyer: Counsel for Buyer Xxxxxxxxx X.

  • Buyer shall have delivered to Seller the following documents, each dated the Closing Date and properly executed by Buyer, or counsel for Buyer, 26 as appropriate: (i) the Bill of Sale; (ii) the Buyer Xxxxing Certificate; (iii) the Buyer Counsel Opinion; (iv) the Temporary Services Agreement; (v) the Confidentiality Agreement; and (vi) the Stock Purchase Agreement.


More Definitions of Buyer Counsel

Buyer Counsel means Stradley Ronon Stevens & Young, LLP.
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Buyer Counsel means the General Counsel of Buyer or such counsel to Buyer as such General Counsel shall have determined shall render any opinion to the Company in connection with this Agreement.
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Buyer Counsel means the legal firm of CRK Law, LLP, 1330 Avenue of the Americas, 30xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX, who is acting as legal counsel to the Buyer in connection with this Agreement and the transactions contemplated hereby.
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Related to Buyer Counsel

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

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

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

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • 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;

  • 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.

  • Co-Lead Counsel means collectively Xxxxx X. Xxxxx of Xxxxxxxxx Xxxxxxx Xxxxx PLLP and Xxxxxxxx X. Xxxxxxx of Xxxxx Xxxxxx London & Millen LLC.

  • Law firm means both of the following:

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Lead Counsel means The Rosen Law Firm, P.A.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Liaison Counsel means Ajamie LLP.

  • Settlement Class Counsel means and refers to Xxxxxxxx, Xxxxxxxxxx, & XxXxxxx, P.C.

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

  • 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).

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Purchaser Personnel means the Purchasers’, and each Purchaser’s Affiliates’, officers, directors (or their equivalent), employees, agents, and contractors of any kind.

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Defendants’ Counsel means Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxxxxx, P.C.

  • 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.