Common use of Representation and costs Clause in Contracts

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel for the Borrower. The Borrower and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict of interest in the representation of any party hereto. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Borrower. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent thereon, the Escrow Agent, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent, shall be at the cost of the Borrower.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Tapimmune Inc), Securities Purchase Agreement (Tapimmune Inc)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel ▇▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade ▇▇▇▇ Agents, act solely for the Borrower. The Borrower Purchaser, and, correspondingly, that each of the Vendors and the Lender hereby waive any claim that they may Company have against been required by each of ▇▇▇▇▇▇▇▇ LLP and the Escrow Agent having a conflict Purchaser to obtain independent legal advice with respect to their respective reviews and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerPurchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow Agent▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerPurchaser.

Appears in 2 contracts

Sources: Share Exchange Agreement (Duma Energy Corp), Share Exchange Agreement (Sono Resources, Inc.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel Lang M▇▇▇▇▇▇▇ LLP, Lawyers – Patent & Trade M▇▇▇ Agents, act solely for the Borrower. The Borrower Optionee, and, correspondingly, that each of the Optionors has been required by each of Lang M▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict Optionee to obtain independent legal advice with respect to its review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent Lang M▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerOptionee and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Optionee for certain of such persons to act in a similar capacity while acting for the Optionee as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerOptionee.

Appears in 2 contracts

Sources: Mineral Assets Option Agreement (Zoro Mining Corp.), Mineral Assets Option Agreement (Zoro Mining Corp.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel Lang ▇▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade ▇▇▇▇ Agents, act solely for the Borrower. The Borrower Purchaser, and, correspondingly, that each of the Vendors has been required by each of Lang ▇▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict Purchaser to obtain independent legal advice with respect to its review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent Lang ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerPurchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerPurchaser.

Appears in 1 contract

Sources: Mineral Property Acquisition Agreement (Zoro Mining Corp.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel ▇▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade ▇▇▇▇ Agents, act solely for the Borrower. The Borrower Purchaser and UEC and, correspondingly, that each of the Lender hereby waive any claim that they may have against Vendors has been required by each of ▇▇▇▇▇▇▇▇ LLP, the Escrow Agent having a conflict Purchaser and UEC to obtain independent legal advice with respect to its respective review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to UEC and/or a fiduciary duty to the Borrowersame arising from either a directorship, officership or similar relationship arising out of the request of UEC for certain of such persons to act in a similar capacity while acting for UEC as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow Agent▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerUEC.

Appears in 1 contract

Sources: Property Acquisition Agreement (Uranium Energy Corp)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel Lang M▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade M▇▇▇ Agents, act solely for the Borrower. The Borrower Purchaser, and, correspondingly, that each of the Vendors has been required by each of Lang M▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict Purchaser to obtain independent legal advice with respect to its review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent Lang M▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerPurchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow AgentLang M▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerPurchaser.

Appears in 1 contract

Sources: Mineral Property Acquisition Agreement (Brock Paul Douglas)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade ▇▇▇▇ Agents, acts as legal counsel solely for the Borrower. The Borrower Purchaser, and, correspondingly, that the Vendor has been required by each of ▇▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict Purchaser to obtain independent legal advice with respect to its review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerPurchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow Agent▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerPurchaser.

Appears in 1 contract

Sources: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, Barristers and Solicitors, acts as legal counsel solely for the Borrower. The Borrower , and, correspondingly, that the Lender has been required by each of ▇▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against Borrower to obtain independent legal advice with respect to the Escrow Agent having a conflict Lender's review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerBorrower and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Borrower for certain of such persons to act in a similar capacity while previously acting for the Borrower as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow Agent▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the Borrower.

Appears in 1 contract

Sources: Loan Agreement (Oaxaca Resources Corp)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that the Escrow Agent acts as legal counsel Lang ▇▇▇▇▇▇▇▇ LLP, Lawyers - Patent & Trade ▇▇▇▇ Agents, act solely for the Borrower. The Borrower Purchaser, and, correspondingly, that the Vendor has been required by each of Lang ▇▇▇▇▇▇▇▇ LLP and the Lender hereby waive any claim that they may have against the Escrow Agent having a conflict Purchaser to obtain independent legal advice with respect to its review and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent Lang ▇▇▇▇▇▇▇▇ LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the BorrowerPurchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow AgentLang ▇▇▇▇▇▇▇▇ LLP, shall be at the cost of the BorrowerPurchaser.

Appears in 1 contract

Sources: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)

Representation and costs. It is hereby acknowledged by each of the Parties hereto that ▇▇▇▇▇▇ ▇▇▇▇▇▇, Barristers and Solicitors, acts solely for PPMH, and, correspondingly, that each of the Escrow Agent acts as legal counsel for the Borrower. The Borrower Pooled Shareholders and the Lender hereby waive any claim that they may Pooling Trustee have against the Escrow Agent having a conflict been required by PPMH to obtain independent legal advice with respect to their respective reviews and execution of interest in the representation of any party heretothis Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that the Escrow Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇, Barristers and Solicitors, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to PPMH and/or a fiduciary duty to the Borrowersame arising from either a directorship, officership or similar relationship arising out of the request of PPMH for certain of such persons to act in a similar capacity while acting for PPMH as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party hereto to the role and capacity of the Escrow Agent▇▇▇▇▇▇ ▇▇▇▇▇▇, Barristers and Solicitors, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party hereto acknowledges and agrees to waive and such conflict and to to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict. Consequent conflict and, consequent thereon, the Escrow Agent▇▇▇▇▇▇ ▇▇▇▇▇▇, Barristers and Solicitors, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party hereto is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Escrow Agent▇▇▇▇▇▇ ▇▇▇▇▇▇, Barristers and Solicitors, shall be at the cost of the BorrowerPPMH.

Appears in 1 contract

Sources: Voluntary Pooling Agreement (Pure Play Media Holdings, Inc.)