Consent to Future Representation Sample Clauses

Consent to Future Representation. The Parent Parties hereby consent and agree to, and agree to cause the Surviving Company and its Affiliates (including, with respect to the Parent Parties for purposes of this Section 9.17, the EWS Family Shareholders) to consent and agree to, Skadden representing the Equityholder Representative and/or any of the Equityholders (collectively, the "Seller Parties") after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to any Parent Party or any of their respective Affiliates (including for purposes of this Section, the EWS Family Shareholders and the Surviving Company), and even though Skadden may have represented the Company or its Affiliates in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company. The Parent Parties further consent and agree to, and agree to cause the Surviving Company and its Affiliates to consent and agree to, the communication by Skadden to the Seller Parties in connection with any such representation of any fact known to Skadden arising by reason of Skadden's prior representation of the Company or any of its Affiliates.
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Consent to Future Representation. Parent, Purchaser and Xxxxxx Sub hereby consent and agree to, and agree to cause the Surviving Corporation following the Closing to consent and agree to, Xxxxx Xxxxx representing the Stockholders’ Agent and/or any of the Securityholders (collectively, the “Represented Parties”) after the Closing, including with respect to disputes in which the interests of the Represented Parties may be directly adverse to Parent, Purchaser and their respective Affiliates (including Company), and even though Xxxxx Xxxxx may have represented Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Surviving Corporation. Parent, Purchaser and Xxxxxx Sub further consent and agree to, and agree to cause the Surviving Corporation and their respective Affiliates following the Closing to further consent and agree to, the communication by Xxxxx Xxxxx to the Represented Parties in connection with any such representation of any fact that became known to Xxxxx Xxxxx in connection with its representation of Company.
Sample 1
Consent to Future Representation. Each of Parent and Merger Sub hereby consents and agrees to, and agrees to cause the Surviving Corporation and the Surviving Corporation’s Subsidiaries to consent and agree to, DBCC Outside Counsel, or any of DBCC Outside Counsel, representing the Securityholder Representative and/or any or all of the Sellers (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and even though DBCC Outside Counsel, or any of DBCC Outside Counsel, may have represented the Company or the Company’s Subsidiaries in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company or the Company’s Subsidiaries and/or various of the Seller Parties. Parent further consents and agrees to, and agrees to cause the Company and the Company’s Subsidiaries to consent and agree to, the communication by or any of DBCC Outside Counsel, or any of DBCC Outside Counsel, to the Seller Parties in connection with any such representation of any fact known to DBCC Outside Counsel, or any of DBCC Outside Counsel to the extent (i) arising by reason of DBCC Outside Counsel, or any of DBCC Outside Counsel’s, prior representation of the Company and the Company’s Subsidiaries and/or the Seller Parties and (ii) not otherwise subject to an attorney-client privilege between any of DBCC Counsel, on the one hand, and a third party other than the Seller Parties or the Company or the Company’s Subsidiaries, on the other hand.
Sample 1
Consent to Future Representation. EFX, Merger Sub, REP, the Company and the Surviving Corporation (collectively, the “Consenting Parties”) acknowledge that at all times relevant hereto up to the Closing, Xxxxxx Godward Kronish LLP (“Xxxxxx”) has represented only the Company. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or any other agreement between REP or any Securityholder, on the one hand, and EFX, on the other hand (“Disputes”), EFX hereby consents to Xxxxxx’x representation of REP and/or such Securityholder(s) in the Disputes.
Sample 1
Consent to Future Representation. Acquiror and Merger Sub hereby consent and agree to, and agree to cause the Surviving Corporation to consent and agree to, Xxxxxxx representing the Representative and/or any of the Company Stockholders (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Acquiror and its Affiliates (including the Surviving Corporation), and even though Xxxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company. Acquiror and Merger Sub further consent and agree to, and agree to cause the Surviving Corporation and its Affiliates to consent and agree to, the communication by Xxxxxxx to the Seller Parties in connection with any such representation of any fact known to Xxxxxxx arising by reason of Xxxxxxx’x prior representation of the Company.
Sample 1
Consent to Future Representation. Parent and Merger Sub hereby consent and agree to, and agree to cause the Surviving Company following the Closing to consent and agree to, WBD representing the Sellers’ Representative and/or any of the Sellers (collectively, the “Represented Parties”) after the Closing, including with respect to disputes in which the interests of the Represented Parties may be directly adverse to Parent and its Affiliates (including the Company), and even though WBD may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company. Parent and Merger Sub further consent and agree to, and agree to cause the Surviving Company and their respective Affiliates following the Closing to further consent and agree to, the communication by WBD to the Represented Parties in connection with any such representation of any fact that became known to WBD in connection with its representation of the Company.
Sample 1

Related to Consent to Future Representation

  • False Representation Any representation contained herein or in any of the other Loan Documents made by Borrower or any Obligated Party is false or misleading in any material respect; or

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Exclusive Representations Except as set forth in this Article 3, the Company makes no other representation or warranty of any kind, express or implied, and each of MAMP Parties acknowledges that it has not relied upon any other such representation or warranty

  • Exclusive Representations and Warranties Other than the representations and warranties set forth in this Article V, Seller is not making any other representations or warranties, express or implied, with respect to the Products or the Transferred Assets or the Product Technology or any other matter, including but not limited to any warranty of merchantability or fitness for a particular purpose or infringement of third party rights, and all such warranties are disclaimed.

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Sole Representations and Warranties Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.

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