Attorney Conflict Waiver Sample Clauses

Attorney Conflict Waiver. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, managers, partners, officers, employees and Affiliates, that Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP (the “Legal Advisors”) may serve as counsel to the Seller Parties and their Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (the “Transaction Engagement”), and that, following consummation of the Transactions, either Legal Advisor (or any successor) may serve as counsel to each and any member of the Seller Group or any director, manager, partner, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding the Transaction Engagement and each of the Parties (including the Company) hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from the Transaction Engagement. Bxxxx agrees that, as to all communications prior to Closing among either Legal Advisor, on the one hand, and the Company, the Seller Parties, and their respective Affiliates, on the other hand, that relate in any way to the Transaction Engagement, the attorney-client privilege and the expectation of client confidence belongs to the Seller Parties and its Affiliates, as applicable, and may be controlled by the Seller Parties and its Affiliates and shall not pass to or be claimed by Buyer or the Company, nor shall Buyer or the Company have access to the files of either Legal Advisor relating to the Transaction Engagement. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and a third party other than a party to this Agreement or part of the Seller Group, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that none of Buyer, the Company or their Affiliates may access such confidential communications or waive such privilege without the prior written consent of Guardion. Each of Buyer and the Company hereby agrees, on its own behalf and on behalf of its direc...
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Attorney Conflict Waiver. Buyer hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates (including the Acquired Companies following the Closing), that (i) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP may serve as counsel to the Selling Parties and their respective Affiliates, on the one hand, and the Acquired Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transactions, and that, following consummation of the Transactions, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (or any successor) may serve as counsel to any of the Selling Parties and their respective Affiliates or any director, member, shareholder, partner, officer or employee thereof, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation and (ii) Buyer shall not, and shall cause the Acquired Companies not to, seek or have Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (or any successor) disqualified from any such representation. Buyer hereby consents thereto and waives any conflict of interest arising therefrom, and Buyer shall cause any of its Affiliates (including the Acquired Companies following the Closing) to consent to or waive any conflict of interest arising from such representation. Buyer acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that Buyer has consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.23 are intended to be for the benefit of, and shall be enforceable by, the Selling Parties.
Sample 1
Attorney Conflict Waiver. (a) Xxxxx Lovells US LLP (“Law Firm”) has acted as counsel for the Seller, its Subsidiaries and the Company (collectively, the “Company Parties”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates.
Sample 1
Attorney Conflict Waiver. Recognizing that the Law Firms have acted as legal counsel to the Representative and its Affiliates and the Group Companies prior to the Closing, and that the Law Firms intend to act as legal counsel to the Representative and its Affiliates (which will no longer include the Group Companies) after the Closing, each of Parent and the Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with the Law Firms representing the Representative and/or its Affiliates (including any of the Equityholders) after the Closing as such representation may relate to the Transactions. In addition, all communications involving attorney-client confidences between the Representative, its Affiliates or any Group Company and the Law Firms in the course of the negotiation, documentation and consummation of the Transactions, to the extent relating to the Transactions, shall be deemed to be attorney-client confidences that belong solely to the Representative and its Affiliates (and not the Group Companies). Accordingly, the Group Companies shall not have access to any such communications, or to the files of the Law Firms relating to its engagement in respect to such communications, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Representative and its Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies shall be a holder thereof, (ii) to the extent that files of the Law Firms in respect of such engagement constitute property of the client, only the Representative and its Affiliates (and not the Group Companies) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Group Companies by reason of any attorney-client relationship between the Law Firms and any of the Group Companies or otherwise to the extent relating to the Transactions.
Sample 1

Related to Attorney Conflict Waiver

  • Conflict Waiver The Pledgor hereby acknowledges that the Escrow Agent is general counsel to the Pledgee, a partner in the general partner of the Pledgee, and counsel to the Pledgee in connection with the transactions contemplated and referred herein. The Pledgor agrees that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Pledgee and the Pledgor will not seek to disqualify such counsel and waives any objection Pledgor might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

  • Conflict of Provisions The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • Conflict with Other Agreements; Amendments As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any security entitlements or other financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have not and will not enter into any other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in any of the Designated Accounts or purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to any Account Property held in or credited to any Designated Account as set forth in Section 3 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

  • Conflict with Other Agreements (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

  • Agreement for Waiver of Conflict and Shared Defense In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 10.4 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

  • Continuing Enforceability; Conflict Between Documents Except as otherwise modified by this Agreement, the Original Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the other hand, the terms of this Agreement shall prevail.

  • No Conflict, Etc The execution, delivery, and performance of this Amendment by Borrowers will not violate any requirement of law or contractual obligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of any Borrower’s properties or revenues, other than Permitted Liens.

  • Conflicts with Other Loan Documents Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

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