Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have retained the counsel set forth on Schedule 9.8(a) (“Historical DuPont Counsel”) to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereof. MatCo hereby agrees on behalf of itself and each member of its Group that, in the event that a dispute arises between or among (x) any member of the MatCo Group, any MatCo Indemnitee or any of their respective Affiliates, on one hand, and (y) any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont Counsel may represent any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a).
Conflicts Waiver. Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein, that Nuance has retained Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and Xxxxx XxXxxxxx (collectively, the “Known Counsel”) to act as its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to contrary contained herein, in the event that a dispute arises between or among (x) any member of the SpinCo Group, any SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the Nuance Group, any Nuance Indemnitee or any of their respective Affiliates, on the other hand, any Known Counsel may represent any member of the Nuance Group, any Nuance Indemnitee or any of their respective Affiliates in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though such Known Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by such Known Counsel. Each of SpinCo and Nuance, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 7.10. Each of SpinCo and Nuance, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.10.
Conflicts Waiver. Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein, that each of Alkermes and Xxxxx has retained Xxxxxxx Procter LLP and Xxxxxx Xxx LLP (collectively, the “Known Counsel”) to act as its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. Following the Separation, it is expected that Alkermes and Xxxxx will continue to retain Known Counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, among other matters. Alkermes and Xxxxx hereby agree on behalf of each such Party and each member of its respective Group that Known Counsel may continue to represent any member of the Alkermes Group and the Mural Group, respectively, with respect to such matters. Each of Alkermes and Mural, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 7.9. Each of Alkermes and Mural, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.9.
Conflicts Waiver. Each PA Subscriber purchasing through GPN is aware that some of the members of Intuitive Venture Partners, LLC (“Intuitive”) are registered representatives registered with GPN, and may receive a portion of the Cash Fee and/or Broker Warrants payable to GPN, as described above. Each such PA Subscriber, for itself and on behalf of its affiliates, expressly waives any conflicts of interest or potential conflicts of interest discussed in this paragraph and agrees that neither GPN nor its affiliates, officers, directors or members shall have any liability to the Subscriber or its affiliates, and the Subscriber and its affiliates shall have no liability to GPN, or its affiliates, officers, directors or members, with respect to such conflicts of interest or potential conflicts of interest.
Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that IP RemainCo and Historical Xperi have retained the counsel set forth on Schedule 8.8(a) (“Historical Xperi Counsel”) to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 8.8 Matters”) and that Historical Xperi Counsel has not acted as counsel for any other Person in connection with the Section 8.8 Matters and that no other party or Person has the status of a client of Historical Xperi Counsel for conflict of interest or any other purposes as a result thereof. Each of Product SpinCo and IP RemainCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 8.8(a). Each of Product SpinCo and IP RemainCo, on behalf of itself and each other member of its Group, further agrees that Historical Xperi Counsel and their respective partners and employees are third party beneficiaries of this Section 8.8(a).
Conflicts Waiver. The Parties acknowledge and recognize that each of Cyclone and WHE GEN has used certain outside counsel for advice and counseling and that each Party may continue to use such counsel after the Effective Date. Each Party expressly waives any claim of conflict as a result of either Party's prior use of such outside counsel and agrees that it will not assert after the Effective Date that any such counsel has a conflict that would preclude it from providing advice and counseling to any other Party; provided, however, that in the event of a threatened or actual conflict between Cyclone and WHE GEN after the Funding Closing Date, such waiver will not apply and the laws governing such conflicts of interest will apply.
Conflicts Waiver. The Parties acknowledge and recognize that each of SGI and A‑Mark xxx used certain outside counsel for advice and counseling and that each Party may continue to use such counsel after the Effective Date. Each Party expressly waives any claim of conflict as a result of either Party's prior use of such outside counsel and agrees that it will not assert after the Effective Date that any such counsel has a conflict that would preclude it from providing advice and counseling to any other Party; provided, however, that in the event of a threatened or actual conflict between SGI and A-Mark xxxer the date of the Distribution, such waiver will not apply and the laws governing such conflicts of interest will apply.
Conflicts Waiver. The Parent acknowledges that the Company has been represented by Sheppard, Mullin, Xxxxxxx & Hampton LLP in connection with this transaction and in other matters. The Parent hereby waives on behalf of itself and the Company any and all conflicts of interest that may apply to any future representation by such firm of any of the current Company Stockholders in connection with disputes arising from the transactions contemplated hereby. The Parent agrees that following the Closing, it and the Company will not be deemed to hold or to have acquired the attorney-client privilege (as related to the transactions contemplated by this Agreement) held by the Company prior to Closing.
Conflicts Waiver. Recognizing that Xxxxx & Xxxxxxx LLP has been providing legal advice to the Company and TopCo, and that Xxxxx & Xxxxxxx LLP may act as legal counsel to certain of the Company Sellers and TopCo Sellers after the Closing, (i) TopCo hereby waives, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may arise in connection with Xxxxx & Xxxxxxx LLP representing the Company Sellers and/or TopCo Sellers after the Closing and (ii) TopCo hereby agrees that, in the event that a dispute arises between or among any of Buyer or any of its Affiliates (including TopCo and, following the Closing, the Surviving Corporation) and any Company Seller and/or TopCo Seller, each of the Parties agree that Xxxxx & Xxxxxxx LLP may represent such Company Seller and/or TopCo Seller in such dispute even though the interests of such Company Seller and/or TopCo Seller may be directly adverse to Buyer or any of its Affiliates (including TopCo and, following the Closing, the Surviving Corporation), and even though Xxxxx & Xxxxxxx LLP may have represented the Company and/or TopCo in a matter substantially related to such dispute, Buyer and TopCo waive, on behalf of themselves, the Company and each of their respective Affiliates, any conflict of interest in connection with such representation by Xxxxx & Xxxxxxx LLP. Buyer acknowledges, on behalf of itself, TopCo and the Company, that each 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 Agreement, including the opportunity to consult with counsel other than Xxxxx & Xxxxxxx LLP. This Section 8.6 is for the benefit of Xxxxx & Xxxxxxx LLP (including their respective partners and employees), which are intended third-party beneficiaries of this Section 8.6.
Conflicts Waiver. The Sellers and Purchaser understand and acknowledge that Escrow Agent advised all parties that he is an attorney hired by the Purchaser to conduct due diligence, draft documents, and advise the Purchaser concerning the Transaction.
