CERTAIN MATTERS REGARDING LEGAL REPRESENTATION Sample Clauses

CERTAIN MATTERS REGARDING LEGAL REPRESENTATION. (a) Acquisition Engagement. Only the Company shall be considered a client of Ice Xxxxxx LLP, Xxxxx Xxxxx, LLP and Buttonwood Law Corporation (collectively, "Company Counsel") in the engagement for the Merger and the Business Combination. Digital agrees, on behalf of itself and Subco, and, after the Closing, on behalf of Mergeco, that all legal communications occurring prior to the Closing in any form or format whatsoever between or among any Company Counsel, on the one hand, and the Company, or any of their respective Representatives, on the other hand, that would be privileged attorney-client communications under applicable Law and that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement shall be deemed to be the “Merger Privileged Communications” hereunder and that such Merger Privileged Communications and the expectation of client confidence relating thereto belong solely to the Company and with respect to the Company shall pass to the Company Shareholders at and after the Closing, shall be controlled by the Principal Company Shareholders on behalf of the Company Shareholders after the Closing, and shall not pass to or be claimed by Digital or Subco or (after the Closing) remain with or be claimed by Xxxxxxx. Accordingly, Digital shall not have access to any files of any Company Counsel relating to the Merger and the Business Combination. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Company Shareholders (acting through the Principal Company Shareholders) and each Company Counsel shall be the sole holders of the attorney-client privilege with respect to the Merger and Business Combination, and neither Mergeco nor Digital or Subco shall be a holder thereof, (ii) to the extent that files of any Company Counsel in respect of the Merger and Business Combination constitute property of the client, only the Company Shareholders (acting through the Principal Company Shareholders) shall hold such property rights, (iii) No Company Counsel shall have any duty whatsoever to reveal or disclose any such files or Merger Privileged Communications to Mergeco or Digital or Subco by reason of any attorney-client relationship between any Company Counsel and the Company or otherwise; (iv) if a dispute arises between Digital, Subco or Mergeco, on the one hand, and a third party, on the other hand, then Digital or Mergeco may ...
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Related to CERTAIN MATTERS REGARDING LEGAL REPRESENTATION

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Annual Representations and Certifications Any changes provided by the Offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications in XXX.

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • Union and Employer Representation No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. To implement this the Union shall supply the Employer with the names of its officers and similarly, the Employer shall supply the Union with a list of its supervisory or other personnel with whom the Union may be required to transact business.

  • No Additional Representations The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Purchaser to the Company in accordance with the terms hereof and thereof.

  • SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:

  • Certification Regarding Responsibility Matters This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

  • Legal Representation The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

  • BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS Buyer: (i) if an entity, is a lawfully constituted entity, duly organized, validly existing, and in good standing under the laws of New Hampshire or another state; (ii) has the authority and power to enter into this Agreement and to consummate the transactions contemplated herein; and (iii) upon execution hereof will be legally obligated to Seller in accordance with the terms and provisions of this Agreement.

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