Conflicts; Privileges Sample Clauses
The "Conflicts; Privileges" clause defines how conflicts between the agreement and other obligations, as well as issues involving legal privileges, are to be handled. Typically, this clause clarifies that if there is a conflict between the terms of the agreement and other contracts or laws, the agreement will specify which terms take precedence. It may also address the preservation of attorney-client privilege or other legal protections, ensuring that compliance with the agreement does not require waiving such privileges. The core function of this clause is to prevent ambiguity and protect sensitive legal rights, thereby reducing the risk of unintended legal exposure or disputes over which rules apply.
Conflicts; Privileges. (a) It is acknowledged by the parties that Skyview has retained ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. (“SYCR”) to act as its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that SYCR has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that no other Party to this Agreement has the status of a client of SYCR for conflict of interest or any other purposes as a result thereof.
(b) Acquiror hereby agrees that, in the event that a dispute arises after the Closing between Acquiror or any of its Affiliates (including the Company), on the one hand, and any of the Sellers, Sellers’ Agent or any of their respective Affiliates (each a “Seller Represented Party” and, collectively, the “Seller Represented Parties”) under or relating to this Agreement, any Transaction Agreement, any transaction contemplated hereby or thereby, and any related matter, such as claims or disputes arising hereunder and thereunder, including with respect to any indemnification claims (“Transaction Matters”), SYCR may represent any Seller Represented Party in such dispute, even though the interests of such Seller Represented Party may be directly adverse to Acquiror or any of its Affiliates (including the Company), and even though SYCR may be handling other ongoing matters for Acquiror and the Company. Acquiror hereby waives, on behalf of itself and each of its Affiliates (including the Company) any claim that it has or may have that SYCR has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations.
(c) The parties acknowledge and agree that (a) all communications between SYCR or any other legal counsel, on the one hand, and the Company or any of its representatives, on the other hand, and (b) privileged work product of SYCR or such other counsel generated in connection with representation of the Company, in each case of clauses (a) and (b), made or produced before the consummation of the Closing in connection with any Transaction Matter or any other matter, which immediately before the Closing would be deemed to be an attorney-client privileged communications and would not be subject to compelled disclosure to Acquiror as a result of such communication being an attorney-client privileged communication or otherwise privileged in nature (“Relevant Privileged Materials”), shall continue after the Closi...
Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof.
(b) The Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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.
(c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.
Conflicts; Privileges. It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take...
Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”).
(b) It is the intent of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representative, on the one hand, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shall, in the case of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communication.
(c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.
Conflicts; Privileges. It is acknowledged by each of the parties hereto that Sellers have retained White & Case LLP (“W&C”) to act as their counsel in connection with the transactions contemplated hereby and that W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or other Person has the status of a client of W&C in connection with the transactions contemplated hereby for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. The Purchaser agrees that from and after the date of the Closing, it and the Company shall take all steps necessary to ensure that any privilege attaching as a result of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or other counsel from time to time retained by Sellers or the Company prior to the Closing (collectively, “Prior Company Counsel”), whether or not in connection with this Agreement, shall survive the Closing and shall remain in effect. In addition, the Purchaser waives, and agrees following the Closing to cause the Company to waive, any conflicts that may arise in connection with (a) Prior Company Counsel representing the Sellers after the Closing and (b) the communication by Prior Company Counsel to the Sellers, in any such representation, of any fact known to Prior Company Counsel, including without limitation in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with the Purchaser or the Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. The Purchaser acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Section 11.16, including without limitation the opportunity to consult with counsel other than Prior Company Counsel. This Section 11.16 is for the benefit of the Prior Company Counsel and the Sellers, and the Prior Company Counsel and the Sellers are intended third-party beneficiaries of this Section 11.16. This Section 11.16 shall be irrevocable, and no term of this Section 11.16 may be amended, waived or modified, without the prior written consent of the Sellers and the Prior Company Counsel affected thereby.
Conflicts; Privileges. (a) It is acknowledged by each of the Parties that Holdco and the Company have retained ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (“GT”) to act as its counsel in connection with the negotiation and the execution of this Agreement and the Contemplated Transactions and that GT has not acted as counsel for any other Person in connection with the Contemplated Transactions and that no other Party or Person has the status of a client of GT for conflict of interest or any other purposes as a result thereof in connection with the Contemplated Transactions.
(b) Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company), on the one hand, and the Selling Parties or any of their respective Affiliates (including, prior to the Closing, the Company), on the other hand, relating to the subject matter of this Agreement (collectively, “Transaction Matters”), GT may represent any Selling Party or any of their respective Affiliates in such dispute, even though the interests of any such Selling Party or such Affiliates may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though GT may have represented the Company in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company.
(c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company): (i) any claim that it has or may have that GT has a conflict of interest in connection with, or is otherwise prohibited from, engaging in representations with respect to the Transaction Matters and (ii) agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including the Company) and a Selling Party or any Affiliates of a Selling Party, with respect to Transaction Matters, GT may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Company), and even though GT may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company.
(d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company) further agrees that, as to all communications between GT and the Company, made in connection with the negotiation, preparation, execution, delivery, and Closing under, ...
Conflicts; Privileges