Acknowledgement and Waiver of Post-Closing Attorney-Client Privilege Sample Clauses

Acknowledgement and Waiver of Post-Closing Attorney-Client Privilege. Each of the Parties acknowledges that one or more of Sellers and other members of the Seller Parties have retained Hunton Xxxxxxx Xxxxx LLP (“HAK”) to act as their counsel in connection with the transactions contemplated hereby and that HAK has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Buyer agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of HAK’s representation of one or more of Sellers and other members of the Seller Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Purchase Agreement, including all communications among HAK and Sellers and other members of the Seller Parties or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Purchase Agreement (collectively “Deal Communications”), shall survive the Closing and shall be deemed to be retained and owned collectively by such applicable Seller, shall be controlled by such applicable Seller and shall not pass to or be claimed by Buyer, Mardi Gras LLC or any of the JV Companies, without such Seller’s written consent. Buyer hereby releases any of its rights and interests to and in the Deal Communications, and none of Buyer, Mardi Gras or any of the JV Companies shall have access to any Deal Communications, unless approved by such Seller in its sole discretion. Buyer agrees that, notwithstanding any current or prior representation of Sellers by HAK, HAK shall be allowed to represent Sellers and any other member of the Seller Parties or any of their respective Affiliates in any matters and disputes adverse to Buyer that either is existing on the date hereof or arises in the future and relates to this Purchase Agreement and the transactions contemplated hereby, and Buyer hereby waives any conflicts or claim of privilege that may arise in connection with such representation. Further, Buyer agrees that, in the event that a dispute arises after Closing between Buyer and any Seller or its Affiliates, HAK may represent such Seller or its Affiliate in such dispute even though the interests of such Seller or its Affiliate may be directly adverse to Buyer.
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Related to Acknowledgement and Waiver of Post-Closing Attorney-Client Privilege

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Labor Law Acknowledgement and Policy Statement In accepting the award of Performance Units, you expressly recognize that KBR, Inc., with registered offices at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and receipt of Performance Units does not constitute an employment relationship between you and KBR, Inc. since you are participating in the Plan on a wholly commercial basis and your sole employer is KBR in Mexico (“KBR-Mexico”), not KBR, Inc. in the U.S. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your Employer, KBR-Mexico, and do not form part of the employment conditions and/or benefits provided by KBR-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment. You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of KBR, Inc.; therefore, KBR, Inc. reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you. Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against KBR, Inc. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to KBR, Inc., its Subsidiary, affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

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  • Acknowledgement and Confirmation Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

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