Common use of Attorney-Client Privilege and Conflict Waiver Clause in Contracts

Attorney-Client Privilege and Conflict Waiver. Winston & Xxxxxx LLP has represented one or more of Sellers, the Acquired Companies and the Joint Ventures. The parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) Buyer shall not, and shall not cause the Acquired Companies or the Joint Ventures to, seek to have Winston & Xxxxxx LLP disqualified from representing Sellers in connection with any dispute that may arise between Sellers and Buyer, the Acquired Companies or Joint Ventures in connection with this Agreement or the transactions contemplated hereby and (b) in connection with any dispute that may arise between Sellers and Buyer, the Acquired Companies or the Joint Ventures, Sellers (and not Buyer, the Acquired Companies or the Joint Ventures) will have the right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Acquired Companies or Joint Ventures and Winston & Xxxxxx LLP relating to this Agreement and the transactions contemplated hereby that occurred before the Closing.

Appears in 2 contracts

Samples: Purchase Agreement (TransDigm Group INC), Purchase Agreement (Aar Corp)

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Attorney-Client Privilege and Conflict Waiver. Winston XxXxxxxxx Will & Xxxxxx Xxxxx LLP has represented one or more of Sellers, the Acquired Companies and the Joint VenturesSeller. The parties All of the Parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties Parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties Parties agree that (a) the Buyer shall not, and shall not cause the Acquired Companies or the Joint Ventures to, seek to have Winston XxXxxxxxx Will & Xxxxxx Xxxxx LLP disqualified from representing Sellers the Seller and its Subsidiaries in connection with any dispute that may arise between Sellers and Buyer, the Seller or the Buyer or the Acquired Companies or Joint Ventures in connection with this Agreement or the transactions contemplated hereby Transactions and (b) in connection with any such dispute that may arise between Sellers the Seller and Buyerthe Buyer or the Acquired Companies, the Acquired Companies or the Joint Ventures, Sellers Seller (and not Buyer, the Buyer or the Acquired Companies or the Joint VenturesCompanies) will have the right to decide whether or not to waive the attorney-attorney client privilege that may apply to any communications between the Acquired Companies or Joint Ventures and Winston XxXxxxxxx Will & Xxxxxx Xxxxx LLP relating to this Agreement and the transactions contemplated hereby that occurred before the Closing.

Appears in 1 contract

Samples: Purchase Agreement (Actuant Corp)

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Attorney-Client Privilege and Conflict Waiver. Winston Xxxxxxxx & Xxxxxx Xxxxx LLP has represented one or more the Company, its Subsidiaries and certain of the Sellers, . All of the Acquired Companies and the Joint Ventures. The parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) Buyer shall not, and shall not cause the Acquired Companies Company or the Joint Ventures any of its Subsidiaries to, seek to have Winston Xxxxxxxx & Xxxxxx Xxxxx LLP disqualified from representing Sellers the Sellers, Sponsor Holdings Owners or Seller Indemnitees and their respective Affiliates in connection with any dispute that may arise between Sellers and Buyerthe Buyer or the Sellers, the Acquired Companies Sponsor Holdings Owners or Joint Ventures Seller Indemnitees in connection with this Agreement or the transactions contemplated hereby and (b) in connection with any such dispute that may arise between Sellers and Buyerthe Buyer or the Sellers, Sponsor Holdings Owners or Seller Indemnitees, the Acquired Companies Sellers, Sponsor Holdings Owners or the Joint Ventures, Sellers (and not Buyer, the Acquired Companies or the Joint Ventures) Seller Indemnitees involved in such dispute will have the right to decide whether or not to waive the attorney-attorney client privilege that may apply to any communications between the Acquired Companies Company or Joint Ventures its Subsidiaries and Winston Xxxxxxxx & Xxxxxx Xxxxx LLP relating to this Agreement and the transactions contemplated hereby that occurred before the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roper Industries Inc)

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