Delaware Counsel definition

Delaware Counsel means, collectively, the law firms of Bernstein Litowitz Berger & Grossmann LLP, Labaton Sucharow LLP, and Bottini & Bottini, Inc.
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Delaware Counsel means Xxxxxxxx, Xxxxxx & Finger, P.A. or other Delaware counsel reasonably acceptable to Parent and Purchaser.
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Examples of Delaware Counsel in a sentence

  • The opinions expressed herein are subject to the applicable assumptions, qualifications and limitations set forth in the Delaware Counsel Opinion.

  • With respect to Liens that require the filing of a financing statement, we are relying, with your permission, exclusively on the Delaware Counsel Opinion.

  • To the extent our opinion in this paragraph 2 relates to such perfection and priority, we refer you to the Delaware Counsel Opinion.

  • Under Section 9-103(3) of the UCC, the perfection and the effect of perfection or non-perfection of a security interest in the Receivables are governed by Delaware law, as to which we understand you are relying solely on the Delaware Counsel Opinion.

  • You understand that the transactions that are the subject of the opinions set forth in this opinion letter involve significant matters governed by Delaware law and, insofar as such matters are governed by Delaware law, we refer you to the Delaware Counsel Opinion.

  • The Administrative Agent shall have received favorable written opinions of (i) Xxxxx Xxxx & Xxxxxxx LLP, as special New York counsel for the Borrower (addressed to the Administrative Agent and the Lenders and dated the Closing Date), and (ii) Potter Xxxxxxxx & Xxxxxxx LLP, as special Delaware Counsel for the Borrower (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date).

  • With respect to Liens that require the filing of a financing statement and the information contained in the preceding sentences, we are relying, with your permission, exclusively on the Delaware Counsel Opinion.

  • Grant & Eisenhofer, P.A. 1220 North Market Street Suite 500 Wilmington, Delaware 19801 Delaware Counsel William O.

  • At Closing Time, the Representatives shall have received the favorable opinions, dated as of Closing Time, of Xxxxx & Xxxx LLP, Xxxxxxxx, Xxxxxx & Finger, P.A., Linklaters & Paines and Xxxxxxx Xxxxxx & Company, U.S. Counsel, Delaware Counsel, U.K. Counsel and Jersey Counsel, respectively, for the Trust, the U.K. Company, the Jersey Subsidiary, the Jersey Holding Company and the Jersey Charitable Trust, in form and substance satisfactory to counsel for the Underwriters.

  • The Court will consider the Settlement, as well as the Settling Stockholders’ Counsel’s (other than Delaware Counsel) application for a Fee & Expense Award at the Settlement Hearing.

Related to Delaware Counsel

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

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

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

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

  • Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.

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

  • Special Counsel means an "independent legal counsel" as defined in Reg. §270.0-1(a)(6) promulgated under the 1940 Act, and such counsel shall be selected by a majority of the Independent Non-Party Directors.

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

  • 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 Counsel as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Patent Counsel means the DOE Counsel for Intellectual Property assisting the DOE Contracting activity.

  • 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.

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

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

  • 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.

  • Counsellor means the public utility counsel.

  • 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 Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.

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

  • Professional counselor means a person who practices counseling as defined in § 54.1-3500.

  • Law firm means both of the following: