Conflicts and Privilege. (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whe...
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the Sellers, H&K may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, even though H&K may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.
Conflicts and Privilege. Xxxxxxxxx Xxxxxxx LLP has represented the Company in the transactions contemplated by this Agreement and no other Person. Purchaser and the Company hereby agree that, in the event a dispute arises after the Closing between Purchaser or the Company and Stockholders, Xxxxxxxxx Xxxxxxx LLP may represent Stockholders in such dispute even though the interests of Stockholders may be directly adverse to the Company, and even though Xxxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Purchaser, Stockholders and the Company further agree that, as to all communications between Xxxxxxxxx Xxxxxxx LLP, the Company and Stockholders that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Stockholders and may be controlled by Stockholders, and shall not pass to or be claimed or controlled by the Company; provided that Stockholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Stockholder Documents. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Company and a Person other than Stockholders after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxx Xxxxxxx LLP to such Person; provided, however, that the Company may not waive such privilege without the prior written consent of Stockholders’ Representative, which consent will not be unreasonably withheld. For the avoidance of doubt, no Stockholder shall be required to use Xxxxxxxxx Xxxxxxx LLP or is otherwise agreeing to use Xxxxxxxxx Xxxxxxx LLP in the future and representation of Stockholders shall include Stockholders’ Representative.
Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer and the Company further agree that, as to all communications between Xxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Person.
Conflicts and Privilege. The Company, Buyer and Sellers agree that, notwithstanding any current or prior representation of Seller or its Affiliates by O’Melveny & Xxxxx LLP (“OMM”) will be allowed to represent Sellers or any of their respective Affiliates (which will no longer include the Acquired Companies after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer and its Affiliates (including, after the Closing, the Acquired Companies) that either is existing on the date hereof or that arises in the future and relates to this Agreement and the Transaction, and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to, (a) waive any claim they have or may have that OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (on the one hand) and Sellers or any of their respective Affiliates (on the other hand), OMM may represent Sellers or such Affiliate in such dispute even though the interests of Sellers or such Affiliate may be directly adverse to Buyer or its Affiliates (including the Acquired Companies) and even though OMM may have represented any Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Acquired Companies. Buyer further agrees, and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to agree, that, as to all communications among OMM and Sellers and their respective Affiliates (including, prior to the Closing, the Acquired Companies) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Sellers and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Acquired Companies). Accordingly, none of Buyer or its Affiliates (including the Acquired Companies) will have access to such communications or to the files of OMM relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Acquired Companies) and a third party other than a Party to this Agreement after the Closing, the Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential commun...
Conflicts and Privilege. (a) Acquiror and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on the one hand, and the Company, on the other hand, any legal counsel (including Xxxxxx Xxxxxxx & Xxxx LLP and Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. All communication between or among Prior Acquiror Counsel, on the one hand, and Acquiror, Merger Sub or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, Acquiror or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxx Xxxx LLP (“Tonkon”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Conflicts and Privilege. It is acknowledged by each of the parties hereto that MDI and Merger Sub (the “Companies”) have retained Xxxxxxx Xxxxxx L.L.P. (“JW”) to act as their counsel in connection with the transactions contemplated hereby. ANI hereby agrees that, in the event that a dispute arises after the Effective Time between ANI and its Affiliates (including the Companies) on the one hand, and the stockholders, directors and officers of the Companies (the “Designated Persons”) on the other hand, JW may represent the Designated Persons in such dispute even though the interests of the Designated Persons may be directly adverse to Buyer and its Affiliates, and even though JW may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Companies. Buyer further agrees that, as to all communications among JW, the Companies and the Designated Persons that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Designated Persons and shall not pass to or be claimed by Buyer or any of its Affiliates (including the Companies), it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and the Companies on the one hand and a third party other than the Designated Persons, on the other hand, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party.
Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (i...
Conflicts and Privilege. It is acknowledged by each of the Parties that Sellers have retained Xxxxxxxx Xxxxxxx LLP ("SE") to act as its counsel in connection with the transactions contemplated by this Agreement. Xxxxxxxxx agrees that, in the event that a dispute arises after Closing between the Parties, SE may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to Purchaser or the Acquired Companies, and even though SE may have represented any of the Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or the Acquired Companies. Xxxxxxxxx further agrees that, as to all communications among SE, the Acquired Companies, and Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to Sellers and may be controlled by Sellers and will not pass to or be claimed by Purchaser or the Acquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Acquired Companies and a third party other than a Party after the Closing, the Acquired Companies may assert the attorney or solicitor-client privilege on behalf of Sellers to prevent disclosure of confidential communications by SE to such third party; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Sellers.