Conflict of Interest Waiver. By signing this retainer, Client hereby WAIVES any actual or perceived conflict of interest concerning Attorney’s representation of Client in this or any other case if Attorney was/has been engaged by any opposing party or their counsel for the purposes of drafting any order or other paper including, but not limited to, a pension division order such as a Qualified Domestic Relations Order or if Attorney was acting as a retained expert.
Conflict of Interest Waiver. Each party to this Agreement acknowledges that Pillsbury Winthrop LLP (“PW”), counsel for the Company, may have in the past and may continue in the future to perform legal services for certain of the Investors in matters unrelated to the transactions described in this Agreement, including the representation of such Investors in formation of other companies, venture capital financings, and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (b) acknowledges that PW represented the Company in the transaction contemplated by this Agreement and has not represented any individual Investor or any individual stockholder or employee of the Company in connection with such transaction, and (c) gives its informed consent to PW’s representation of certain of the Investors in such unrelated matters and to PW’s representation of the Company in connection with this Agreement and the transactions contemplated hereby and in other matters.
Conflict of Interest Waiver. Purchaser, the Merger Sub and the Company agree that the law firm of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (“Honigman”) may continue to represent the Company Stockholders after the Closing in connection with matters related to the transactions contemplated by this Agreement, notwithstanding its prior representation of the Company in other unrelated matters. Xxxxxxxx’x representation of the Company Stockholders after the Closing in connection with matters related to the transactions contemplated by this Agreement may include, but shall not be limited to, the assertion, defense or disposition of any and all claims under this Agreement, even if such claims result in litigation, arbitration or other dispute resolution proceedings. Purchaser, the Merger Sub and the Company waive any conflict of interest arising from Xxxxxxxx’x representation of the Company Stockholders and the Company in connection with the transactions contemplated by this Agreement. To the extent the communications between the Company Stockholders and Honigman or between the Company and Honigman as they relate to the transactions contemplated by this Agreement are privileged, only the Stockholders’ Agent shall have the right to assert or waive such privilege on behalf of the Company. Nothing in this Section 11.10 is intended to prevent any officer or director from testifying about his or her personal knowledge of any matter other than the communications between him or her and Honigman respecting the transactions contemplated by this Agreement. Nothing in this Section 11.10 is intended to limit any right of the Company to assert any conflict of Honigman or privilege regarding any communications with Honigman regarding matters which are unrelated to the transactions contemplated by this Agreement or to limit any right of the Company Stockholders to assert any privilege regarding any communications they have or have had with Honigman The remainder of this page has been left blank intentionally. Signature page follows.
Conflict of Interest Waiver. ObjectSpace hereby waives any and all rights it may now have or hereafter acquire to assert, as a basis for rescinding or voiding this Agreement or in any other manner avoiding the performance of any obligation undertaken in this Agreement, a claim or defense of conflict-of-interest, based on the fact that: (I) one or more officers of Galileo serve as director(s) of ObjectSpace; or (ii) Galileo owns a minority equity interest in ObjectSpace.
Conflict of Interest Waiver. (a) Buyer and Seller agree and acknowledge that they have requested Escrow Agent to act as the escrow agent, despite Escrow Agent’s disclosure to Buyer and Seller that the Escrow Agent represents the party identified in paragraph 4 of the Agreement in connection with the Contract, the Agreement, or other matters. Buyer and Seller agree and acknowledge that the Escrow Agent has disclosed that the Escrow Agent’s representation of such party in connection with the Contract, the Agreement, or any other matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the above referenced party, and therefore, an actual conflict of interest under the New York’s Rules of Professional Conduct may exist. Escrow Agent does not believe that its representation of a party hereunder will impair its ability to perform its duties as Escrow Agent pursuant to the terms herein.
Conflict of Interest Waiver. If the Shareholders’ Agent so desires, acting on behalf of the Company Holders and without the need for any consent or waiver by the Company or Purchaser, Cooley will be permitted to represent the Company Holders after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Cooley will be permitted to represent the Company Holders, any of their agents and affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Purchaser or any of its agents or affiliates (including the Company) under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Cooley, unless and to the extent Cooley is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Company Holders or the Shareholders’ Agent consents in writing at the time to such engagement. Any such representation of the Company by Cooley after the Closing will not affect the foregoing provisions hereof. 10.10
Conflict of Interest Waiver. There may be situations where Portnoff represents more than one municipal creditor holding liens on a given property. To the extent that the property is sold at a sheriff’s sale free and clear of liens and encumbrances, a potential conflict of interest could arise, given that the sale may divest all or part of the claims of one or more clients. Because distribution of the sale proceeds is made by the sheriff’s office in accordance with established law, Portnoff does not believe that representing multiple municipalities will impede Xxxxxxxx’x ability to fairly and effectively represent each client. The Borough confirms that it is aware of this issue and agrees to waive any potential conflict of interest that may arise.
Conflict of Interest Waiver. (a) The Parties agree and acknowledge that they have requested Escrow Agent to act as the escrow agent, despite Escrow Agent’s disclosure to the Parties that the Escrow Agent represents the Party identified in paragraph 4 of the Agreement in connection with the Contract, the Agreement, or other matters. The Parties agree and acknowledge that the Escrow Agent has disclosed that Escrow Agent’s representation of such Party in connection with the Contract, the Agreement, or any other matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the above referenced party, and therefore, an actual conflict of interest under the New York’s Rules of Professional Conduct may exist. Escrow Agent does not believe that its representation of such Party will impair its ability to perform its duties as Escrow Agent pursuant to the terms herein.
Conflict of Interest Waiver. Each of the Investors and the Company acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that WSGR is representing only the Company in this transaction. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. (Signature Page Follows) The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. REDAPTIVE, INC. By: s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer Address: Redaptive, Inc. 000 Xxxxxxx Xxxxxx, Suite 400, San Francisco, CA 94107 Attention: Chief Financial Officer Email: xxxx.xxxxxxx@xxxxxxxxxxxx.xxx The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. GUARANTORS: REDAPTIVE FINANCIAL, LLC, a Delaware limited liability company By: s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director REDAPTIVE SUSTAINABILITY SERVICES, LLC, a Delaware limited liability company By: s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer INTERNATIONAL ELECTRON, LLC, a Delaware limited liability company By: s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Officer The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. INVESTORS: KEYFRAME FUND IV, L.P. By: Keyframe Capital Partners, L.P., its Investment Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx ...
Conflict of Interest Waiver. It is understood and agreed by GOLS, Xxxxx and the Changan Shareholders that the Escrow Agent was owed by GOLS the sum of $59,931.46 for legal fees and costs at December 1, 2006, and that as legal counsel for GOLS, legal fees and costs have been incurred since December 1, 2006, all of which will be paid or payable to the Escrow Agent as part of the Liabilities; each of GOLS, Xxxxx and the Changan Sharholders waives any conflict of interest that the Escrow Agent may have by reason of receipt of any of the Escrow Funds as partial payment of GOLS liabilities.
