Use of Counsel Sample Clauses
The "Use of Counsel" clause defines the rights and limitations regarding a party's ability to engage legal counsel in connection with the agreement or its subject matter. Typically, this clause clarifies whether parties may consult with or be represented by attorneys during negotiations, dispute resolution, or other proceedings related to the contract. It may also specify who bears the cost of legal counsel or set boundaries on the involvement of lawyers in certain processes. The core function of this clause is to ensure transparency and set expectations about legal representation, thereby preventing misunderstandings and disputes over the role and costs of legal counsel.
Use of Counsel. The parties hereto represent that they have each consulted with counsel of their own choosing in connection with the negotiation and execution of this Agreement or have knowingly chosen not to do so.
Use of Counsel. Franchisee acknowledges and represents that it (i) has fully and carefully read this Agreement prior to signing it, (ii) has been, or has had the opportunity to be, advised by independent legal counsel of its own choice at its own expense as to the legal effect and meaning of each of the terms and conditions of this Agreement, and (iii) is signing and entering into this Agreement as a free and voluntary act without duress or undue pressure or influence of any kind or nature whatsoever and has not relied on any promises, representations or warranties regarding the subject matter hereof other than those set forth in this Agreement.
Use of Counsel. The parties confirm and agree that both intend to utilize to be determined, as their corporate counsel for various aspects of their business. Although they do not consider that the use of this firm and its lawyers would be a conflict of interest between them, they confirm that each party may utilize the firm and its lawyers as its counsel (other than in connection with a dispute between them).conduct of Business Prior to the Closing.
Use of Counsel. In the event of any question as to the construction or interpretation of any provision of this Agreement, the Depositary Bank shall be entitled to consult with and obtain advice from legal counsel of its own selection in its sole discretion, at the expense of the Borrower (for reasonable out-of-pocket costs), and may (but shall not be obligated to) rely and act upon such advice and shall not incur any liability in acting in good faith in accordance with any such advice.
Use of Counsel. Supplier represents that Supplier and Artist have consulted with legal counsel of their own choosing in connection with the negotiation and execution of this Agreement or have knowingly chosen not to do so.
Use of Counsel. Each Member has been fully advised of the facts respecting the formation of the Company and has been given the opportunity to consult its legal counsel with respect to the Company. Each Member hereby agrees that the offer and sale of the Membership Interest to it does not involve any public offering of such Membership Interest.
Use of Counsel. Executive has been advised, and is being advised by this Agreement, to consult with an attorney before executing this Agreement. The Company shall promptly pay the reasonable costs thereof.
Use of Counsel external specialist
8.1. We will consult you, prior to engaging counsel, where this is appropriate. This will include situations where there is no general consensus to use counsel, complex cases and it is likely to lead to high cost. We will advise you of the name of the person and how long he/she might take to respond and, and likely cost of disbursements.
8.2. On occasions, it may be agreed that specialist technical advice is needed to assist you. We will consult you, prior to engagement, where appropriate. This will include situations where there is no general consensus to use specialist advice, if the matter is complex or the specialist advice is likely to lead to high cost. We will advise you of the name of the person and how long he/she might take to respond and, and likely cost of disbursements.
8.3. We may sometimes need to instruct external solicitors. This may be due to excess workloads, a conflict situation, or because of their expertise in a particular area of law. If this is required, we will ensure that you are consulted and ask for your authorisation to instruct. We will keep you fully informed of the progress of the matter including approximate costs.
Use of Counsel. Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.
Use of Counsel. Each Member has been fully advised of the facts respecting the formation of the Company and has been given the opportunity to consult its legal counsel with respect to the Company. Each Member hereby agrees that the offer and sale of the Membership Interest to it does not involve any public offering of such Membership Interest. Each Member hereby acknowledges that it is a sophisticated party that has been separately represented by counsel, and that neither is relying upon any representations or warranties (or the absence of any representations or warranties), except as set forth in this Agreement. This Agreement has been negotiated and drafted by all parties hereto and the general rule of contract construction that ‘ambiguities shall be construed against the draftsman’ shall have no application to this Agreement.