Conflicts; Privilege. It is acknowledged by each of the parties hereto that certain Sellers and the Georgia C-Corporation have retained McGuireWoods LLP (“McGuireWoods”) to act as their counsel in connection with the transactions contemplated hereby and that McGuireWoods has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement has the status of a client of McGuireWoods for conflict of interest or any other purposes as a result thereof. Parent and Purchaser hereby agree that, in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), on the one hand, and any Seller or any of its Affiliates, on the other hand, McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for the Georgia C-Corporation, Parent and Purchaser, on behalf of themselves and each of their Affiliates, (a) hereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation) and any Seller, McGuireWoods may represent any such party in such dispute even though the interests of any such party may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Purchaser or the Georgia C-Corporation. Parent and Purchaser further agree that, as to all communications among McGuireWoods and any Seller that relate in any way to the transactions contemplated hereby, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and may be controlled by such Seller and shall not pass to or be claimed by Parent, Purchaser or the Georgia C-Corporation. Notwithstanding the foregoing, if a dispute arises between Parent, Purchaser or the Georgia C-Corporation and a third party other than a party to this Agreement after the Closing, the Georgia C-Corporation may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that the Georgia C-Corporation may not waive such privilege without the prior written consent of Sellers. Sellers, Parent and Purchaser further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 6.09.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Local Bounti Corporation/De)
Conflicts; Privilege. It is acknowledged by each of the parties hereto that certain Sellers and the Georgia C-Corporation Companies have retained McGuireWoods LLP (“McGuireWoods”) to act as their counsel in connection with the transactions contemplated hereby and that McGuireWoods has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement has the status of a client of McGuireWoods for conflict of interest or any other purposes as a result thereof. Parent and Purchaser hereby agree that, in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporationany Company), on the one hand, and any Seller or any of its Affiliates, on the other hand, McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporationany Company), and even though McGuireWoods may have represented the Georgia C-Corporation Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Georgia C-CorporationCompanies, Parent Parent, Purchaser and Purchaserthe Companies, on behalf of themselves and each of their Affiliates, (a) hereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-CorporationCompanies) and any Seller, McGuireWoods may represent any such party in such dispute even though the interests of any such party may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-CorporationCompanies), and even though McGuireWoods may have represented the Georgia C-Corporation Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Purchaser or the Georgia C-CorporationCompanies. Parent and Purchaser further agree that, as to all communications among McGuireWoods and any Seller that relate in any way to the transactions contemplated hereby, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and may be controlled by such Seller and shall not pass to or be claimed by Parent, Purchaser or the Georgia C-Corporationany Company. Notwithstanding the foregoing, if a dispute arises between Parent, Purchaser or the Georgia C-Corporation any Company and a third party other than a party to this Agreement after the Closing, the Georgia C-Corporation such Company may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that the Georgia C-Corporation such Company may not waive such privilege without the prior written consent of Sellers. Sellers, Parent and Purchaser further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 6.096.18.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Local Bounti Corporation/De)
Conflicts; Privilege. It is acknowledged by each Each of the parties hereto Parties hereby acknowledges and agrees, on its own behalf and on behalf of its Representatives and Affiliates, that certain Sellers Seller and the Georgia C-Corporation have retained McGuireWoods Company Group are the client of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“McGuireWoodsKatten”) to act as their counsel and that ▇▇▇▇▇▇ has jointly represented Seller and the Company Group in connection with this Agreement and the transactions contemplated hereby Transactions. After the Closing, it is possible that Katten will represent Seller and/or its Representatives and that McGuireWoods has not acted as counsel for any other Person Affiliates (individually and collectively, the “Seller Group”) in connection with a variety of matters, including matters adverse or potentially adverse to the transactions contemplated interests of Purchaser, Parent and/or the Company Group. Each of the Parties hereby agrees that ▇▇▇▇▇▇ (or any successor) may serve as counsel to all or a portion of the Seller Group, in connection with any such matter arising after the date hereof. Each of the Parties hereby consents to such representation and that no other party to this Agreement has the status of a client of McGuireWoods for waives any conflict of interest arising therefrom. Each of the Parties hereby acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or any other purposes as a result thereofhave been advised they should do so in connection herewith. Parent and Purchaser hereby agree that, in Each of the event Parties further agrees that a dispute arises all communications or privileged materials between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation)Katten, on the one hand, and any Seller the Company Group (or any Representative of its Affiliatesthe Company Group), or Seller, on the other hand, McGuireWoods may represent such prior to the Closing (together with any other legally protected or privileged communications or materials including those between members of the Seller Group) as well as any privileged communications between ▇▇▇▇▇▇ ▇▇▇▇▇ or any in-house counsel to or of Seller or any such Affiliate member of the Company Group, on the one hand, and the Company Group and/or any member of the Seller Group, on the other hand, in such dispute even though connection with this Agreement or the interests Transactions (including the negotiation, evaluation, drafting or consummation thereof and including with respect to any preliminary documents, including the Confidentiality Agreement and the letter of such Seller or such Affiliate may be directly adverse intent with respect to Parentthe Transaction) (collectively, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation“Privileged Materials”), are the property of Seller and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for the Georgia C-Corporationthat Purchaser, Parent and Purchaserthe Company Group cannot obtain copies of, on behalf or access to, any such Privileged Materials without a waiver from Seller. Each of themselves and each of their Affiliates, (a) hereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation and (b) agree the Parties expressly agrees that, in the event that a dispute arises at and after the Closing between Parent(and continuing indefinitely thereafter), Purchaser or any privilege related to any of their Affiliates (includingthe Privileged Materials shall be solely controlled by Seller. Each of Purchaser and ▇▇▇▇▇▇ further agrees that it will not, after and that it will not permit the ClosingCompany Group to, the Georgia C-Corporation) and any Seller, McGuireWoods may represent seek to obtain any such party in such dispute even though the interests Privileged Materials, including by way of review of any such party may be directly adverse electronic communications or documents or by seeking to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Purchaser or the Georgia C-Corporation. Parent and Purchaser further agree that, as to all communications among McGuireWoods and any Seller that relate in any way to the transactions contemplated hereby, waive the attorney-client or other privilege, or by otherwise asserting that any such Person has the expectation right to waive the attorney-client or other privilege. In the event that any of client confidence Purchaser, Parent or any member of the Company Group is required by Order or otherwise to access or obtain a copy of such Privileged Materials, Purchaser shall immediately (and, in any event, within two (2) Business Days) notify Seller in writing (including by making specific reference to this Section 12.14) so that Seller can seek a protective order and all other rights to any evidentiary privilege belong to such Seller Purchaser and may be controlled by such Seller Parent shall, and shall not pass cause the Company Group to, use all commercially reasonable efforts to or be claimed by Parent, Purchaser or the Georgia Cassist therewith. ▇▇▇▇▇▇ is a third-Corporation. Notwithstanding the foregoing, party beneficiary of this Section 12.14 with full rights of enforcement as if a dispute arises between Parent, Purchaser or the Georgia C-Corporation and a third party other than Katten were a party to this Agreement after the Closing, the Georgia C-Corporation may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that the Georgia C-Corporation may not waive such privilege without the prior written consent of Sellers. Sellers, Parent and Purchaser further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 6.09Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Atlas Energy Solutions Inc.)
Conflicts; Privilege. It is acknowledged by each of the parties hereto that certain Sellers and the Georgia C-Corporation have retained McGuireWoods LLP (“McGuireWoods”) to act as their counsel in connection with the transactions contemplated hereby and that McGuireWoods has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement has the status of a client of McGuireWoods for conflict of interest or any other purposes as a result thereof. Parent and Purchaser hereby agree that, in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), on the one hand, and any Seller or any of its Affiliates, on the other hand, McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation), and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for the Georgia C-Corporation, Parent and PurchaserBuyer, on behalf of themselves 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 Winston & ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP shall be allowed to represent Parent, the Representative and each of their AffiliatesAffiliates in any matters and disputes adverse to Buyer, the Company, any Subsidiary of the Company and/or their respective Affiliates that either are existing on the date hereof or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (awhich, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waive (i) waives any claim they that Buyer, the Company, any Subsidiary of the Company and their respective Affiliates have or may have that McGuireWoods Winston & ▇▇▇▇▇▇ LLP has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation and (bii) agree agrees that, in the event that if a dispute arises after the Closing between ParentBuyer, Purchaser the Company, any Subsidiary of the Company or any of their respective Affiliates (including, after the Closingand Parent, the Georgia C-Corporation) and Representative or any Sellerof their Affiliates, McGuireWoods then Winston & ▇▇▇▇▇▇ LLP may represent any Parent, the Representative and/or such party Affiliates in such dispute even though the interests of any Parent, the Representative and/or such party Affiliates may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the ClosingBuyer, the Georgia C-Corporation)Company, any Subsidiary of the Company and/or their respective Affiliates and even though McGuireWoods Winston & ▇▇▇▇▇▇ LLP may have represented the Georgia C-Corporation Company and/or any its Subsidiaries in a matter substantially related to such dispute, dispute or may be handling ongoing matters for ParentBuyer, Purchaser or the Georgia C-CorporationCompany, any Subsidiary of the Company and/or their respective Affiliates. Parent Buyer, on behalf of itself and Purchaser further agree its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), agrees that, as to all communications between or among McGuireWoods Winston & ▇▇▇▇▇▇ LLP and Parent, the Representative, the Company, any Seller Subsidiary of the Company and/or any of their respective Affiliates that relate in any way to the transactions contemplated herebyby this Agreement, the attorney-client privilege, privilege and the expectation of client confidence and all other rights belongs to any evidentiary privilege belong to such Seller and may Parent and/or the Representative, shall be controlled by such Seller Parent and/or the Representative and shall not pass to or be claimed by ParentBuyer, Purchaser the Company or the Georgia C-Corporationany of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between ParentBuyer, Purchaser the Company or the Georgia C-Corporation any of its Subsidiaries and a third party (other than a party to this Agreement Parent, the Representative or any of their Affiliates) after the Closing, then the Georgia C-Corporation Company or its Subsidiary, to the extent applicable, may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third partyparty of confidential communications by Winston & ▇▇▇▇▇▇ LLP; provided, however, that neither the Georgia C-Corporation Company nor any of its Subsidiaries may not waive such privilege without the prior written consent of SellersParent or the Representative. SellersFor clarification, Parent as of Closing, unless specifically retained as to a matter, Winston & ▇▇▇▇▇▇ LLP shall no longer represent the Company and Purchaser further agree that McGuireWoods shall comply with the terms of Section 5.4 for the benefit of the Company and its partners and employees are third-party beneficiaries of this Section 6.09Buyer.
Appears in 1 contract