Common use of Legal Representation Clause in Contracts

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.), Agreement and Plan of Merger and Reorganization (Galileo Acquisition Corp.), Agreement and Plan of Merger (Digital World Acquisition Corp.)

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Legal Representation. The Parties agree thatBuyer, notwithstanding the fact on behalf of itself and its Affiliates, acknowledges and agrees that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Xxxxxx’s Counsel has acted as counsel for Seller and the transactions contemplated hereby and therebyits Affiliates, and has also represented the Purchaser and/or that Seller reasonably anticipates that Seller’s Counsel will continue to represent Seller and its Affiliates in connection with matters other than the transaction that is the subject future matters. Accordingly, Buyer, on behalf of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of itself and its Affiliates, including any disputes arising out of, or related expressly consents to, this Agreement. The Company : (a) Seller’s Counsel representation of Seller and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeits Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person Buyer, on the one hand, and Seller or its Affiliates, on the other hand, are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliatesadverse, including any matters matter relating to the Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised Seller or its Affiliates, and (b) the disclosure by Seller’s Counsel to Seller or its Affiliates, as applicable, of any information learned by Seller’s Counsel in the course of its representation of Seller or its Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, Buyer, on behalf of itself and its Affiliates, (i) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and its Affiliates by Seller’s Counsel in the Contemplated Transactions, to the extent that arise out of this Agreement such information or documentation was privileged as to Seller or its Affiliates (“Confidential Communications”), and (ii) agrees that are substantially related (A) the privilege with respect to this Agreement such Confidential Communications shall remain with Seller following the Closing such that, without limiting Seller’s rights to such privilege, Seller alone shall have and maintain the right to waive the privilege, (B) if Seller’s former officers or to managers leave any prior representation by EGS emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of the PurchaserSale Entities, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect (C) to the negotiationextent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or are otherwise within the records of any Sale Entity following the Closing, execution it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and performance not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Sale Entities by Seller’s Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller’s Counsel and Seller.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Dominion Energy, Inc), Purchase and Sale Agreement (Dominion Energy, Inc), Purchase and Sale Agreement (Dominion Energy, Inc)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany Stockholder, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Company Stockholder or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Clover Leaf Capital Corp.), Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.), Agreement and Plan of Merger (Digital Ally, Inc.)

Legal Representation. The Parties agree that, notwithstanding It is acknowledged by each of the fact parties hereto that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany, the Purchaser Equityholders’ Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby Principal Stockholders (and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse Affiliates) have retained Xxxxxx & Xxxxxxx LLP (“Sellers’ Counsel”) to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent act as their counsel in connection with the transactions contemplated by this Agreement, hereby agree, and that Sellers’ Counsel has not acted as counsel for any other Person in advance, to waive (connection with the transactions contemplated hereby and to cause their Affiliates to waive) any actual that no other party or potential Person has the status of a client of the Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. Parent, Merger Sub and the Surviving Corporation hereby agree that, in the event that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsora dispute arises between Parent, Merger Sub, the Purchaser Representative Company or any of their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserEquityholders’ Representative, the Company and/or the Seller Representative Principal Stockholders or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of Sellers’ Counsel may represent the Purchaser, Merger Sub, any SponsorEquityholders’ Representative, the Purchaser Representative Principal Stockholders or any of their respective Affiliates in such dispute even though the interests of the Equityholders’ Representative, the Principal Stockholders or any of their respective Affiliates may be directly adverse to Parent, Merger Sub, the Company, the Surviving Corporation or any of their respective Affiliates and even though Sellers’ Counsel may have represented the Company in a matter substantially related to such dispute, and Parent, Merger Sub, the Company, the Surviving Corporation and their respective Affiliates hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. The Parties acknowledge Each of Parent, Merger Sub and agree the Company further agrees that, for as to all pre-Closing communications among Sellers’ Counsel, the purposes Company and any stockholder of the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sponsor and the Purchaser Equityholders’ Representative, shall the Principal Stockholders and their respective Affiliates, as applicable, and may be controlled by the Sponsor Equityholders’ Representative, the Principal Stockholders and the Purchaser Representative their respective Affiliates and shall not pass to or be claimed by Purchaser or Parent, Merger Sub, the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeCompany, the Surviving Corporation or any of their respective Affiliates; provided, however, that the foregoing sentence will not be applicable with respect to disputes or claims arising under Article IX of the Merger Agreement. Parent, Xxxxxx Sub and its Affiliates) the Company agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 10.16.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, First Merger Sub and the Seller RepresentativeSecond Merger Sub, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, First Merger Sub and Second Merger Sub, Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPubco, Purchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Finnovate Acquisition Corp.)

Legal Representation. The Parties agree thatAcquiror hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserX0X, Merger SubX0XXxx, HKSub, OPH and Fintech), and each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Dechert LLP (or any successor) may represent the Sponsor Group Parties or any of their directors, members, partners, officers, employees or Affiliates (collectively, the “Group Parties Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Additional Agreement or the Ancillary Documents Acquisition Merger, notwithstanding its representation (or any continued representation) of TAG or other Waiving Parties, and each of the Acquiror and each Group Party on behalf of itself and the transactions contemplated Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Acquiror acknowledges that the foregoing provision applies whether or not Dechert LLP provides legal services to any Group Party after the Closing Date. The Group Parties, for themselves and has also represented the Purchaser and/or Waiving Parties, hereby further irrevocably acknowledge and agree that all communications, written or oral, between any Group Parties or any member of the Group Parties Group and its Affiliates counsel, including Dechert LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Legal Proceeding arising out of, of or related relating to, this Agreement. The Company and , any Additional Agreements or the Seller RepresentativeAcquisition Merger, who are or have the right any matter relating to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse privileged communications that do not pass to the interests of Group Parties notwithstanding the PurchaserAcquisition Merger, the Company and/or the Seller Representative or any of their respective Affiliatesand instead survive, including any matters that arise out of this Agreement or that remain with and are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor Group Parties Group (the “Privileged Communications”), without any waiver thereof. The Acquiror together with its Affiliates, Subsidiaries, successors or assigns, agrees that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of any Group Party or otherwise (including in the knowledge or the officers and employees of any Group Party), in any Legal Proceeding against or involving any of the parties after the Closing, and the Purchaser Representative and shall Acquiror agrees not pass to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) email server of any applicable privileges Group Party or protections that can or may be asserted to prevent disclosure otherwise (including in the knowledge of the officers and employees of any such communications to any third partyGroup Party).

Appears in 2 contracts

Samples: Business Combination Agreement (AGBA Group Holding Ltd.), Business Combination Agreement (AGBA Acquisition LTD)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Exxxxxxx Gxxxxxxx & Schole LLP (“EGS”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative SPAC and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented SPAC, the Purchaser Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco and the Seller RepresentativeMerger Subs, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation after the Closing of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company Pubco and/or the Seller Representative Surviving Subsidiaries or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any SponsorSPAC, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor to, and the Purchaser Representative, shall be controlled by by, the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries or their respective Affiliates; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Business Combination Agreement (Two), Business Combination Agreement (Two)

Legal Representation. The Parties agree Purchaser further agrees that, notwithstanding the fact that EGS may haveas to all communications between and among all counsel for Seller, prior to Closing, jointly represented the Purchaser, Merger SubSeller Parent, the Purchaser Representative Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Sponsor Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this AgreementAgreement (collectively, the Ancillary Documents and the transactions contemplated hereby and thereby“Privileged Communications”), and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to Seller and the Purchaser Representative, shall Seller Parent and may be controlled by the Sponsor Seller and the Purchaser Representative Seller Parent and shall will not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Effective TimeClosing none of Purchaser, its Affiliates (including, following the Closing, the Surviving Corporation Transferred Entities), or any Person purporting to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications in any Action against or involving any of Seller, Seller Parent or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) of any applicable privileges or protections that can or after the Closing, Purchaser and its Affiliates may be asserted assert the attorney-client privilege to prevent disclosure of any Privileged Communications by counsel to such communications to any third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ambipar Emergency Response), Purchase and Sale Agreement (Ambipar Emergency Response)

Legal Representation. The Parent, Merger Subsidiary and the Company hereby agree, on their own behalf and on behalf of their directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (or any successor) may represent (a) any or all of the Securityholders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group, or (b) the Securityholders’ Representative, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company and/or any of its Subsidiaries, and each of Parent, Merger Subsidiary and the Company on behalf of itself and the Waiving Parties agree thathereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent, notwithstanding Merger Subsidiary and the fact Company acknowledge that EGS may havethe foregoing provision applies whether or not Weil, Gotshal & Xxxxxx LLP provides legal services to the Company or any of its Subsidiaries after the Closing Date. Each of Parent, Merger Subsidiary and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Company and its Subsidiaries prior to the Closing, jointly represented the PurchaserSeller Group and their counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel (notwithstanding that the Company or any of its Subsidiaries participated or was provided such communications nor that the Company or any of its Subsidiaries is also a client of such counsel) and from and after the Closing neither Parent, Merger SubSubsidiary, the Purchaser Representative and/or Company, any Subsidiary of the Sponsor Company, nor any Person purporting to act on behalf of or through Parent, Merger Subsidiary or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Parent, Merger Subsidiary and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Weil, Gotshal & Xxxxxx LLP and the Company, its Subsidiaries or any Person in the Seller Group occurring prior to the Closing in connection with this Agreement, any of the Ancillary Documents and agreements contemplated hereby, any of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (Victor Technologies Group, Inc.)

Legal Representation. The Parties agree thatparties acknowledge and agree, notwithstanding on their own behalf and on behalf of their directors, officers, employees and affiliates that the fact that EGS may haveCompany is the client of DLA Piper LLP (US)(“DLA Piper”), prior to and not of its Stockholders. After the Closing, jointly represented DLA Piper may represent the Purchaser, Merger SubStockholders, the Purchaser Equityholder Representative and/or and their repective Affiliates (individually and collectively the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Group”) in connection with the transactions contemplated by this Agreement or the Escrow Agreement, hereby agree, in advance, and any claims made thereunder with respect to waive (the Indemnification Escrow Fund and to cause their Affiliates to waive) any actual or potential conflict of interest other claims for indemnification hereunder. Parent and the Company agree that DLA Piper may hereafter arise represent the Seller Group after the Closing in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters issues that may arise out of under this Agreement or the Escrow Agreement, the administration of the Indemnification Escrow Fund and any claims that are substantially related made be made thereunder pursuant to this Agreement or the Escrow Agreement. DLA Piper may serve as counsel to all or any prior representation by EGS portion of the PurchaserSeller Group or any director, Merger Submember, partner, officer, employee, representative or Affiliate of the Seller Group in connection with any Sponsorlitigation, claim or obligation arising out of or relating to this Agreement, the Purchaser Representative Escrow Agreement or any of their respective Affiliatesthe transactions contemplated by this Agreement or the Escrow Agreement. The Parties parties consent thereto, and waive any conflict of interest arising therefrom, and each party shall cause any Affiliate thereof to consent to such waiver. The parties acknowledge that such consent and agree thatwaiver is voluntary, for that it has been carefully considered and that they have consulted with counsel or that they have been advised that they should do so in connection with such consent and waiver. The waivers and consents contained in this Section 13.13 are conditioned upon Parent receiving at the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Closing a signed letter or other written assurance from DLA Piper that DLA Piper will not withhold or claim privilege with respect to any Company records, files or other information of the negotiationCompany in any suit, execution and performance action or proceeding based on any matter arising out of or in connection with this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the and Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, and the Seller RepresentativeMerger Sub, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Company, or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Business Combination Agreement (ClimateRock), Business Combination Agreement (ClimateRock)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Lxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Lxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Lxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Lxxx of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Lxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.), Agreement and Plan of Merger (Pono Capital Two, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany Stockholder, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Company Stockholder or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Megalith Financial Acquisition Corp), Agreement and Plan of Merger (Customers Bancorp, Inc.)

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact on behalf of itself and its Affiliates, acknowledges and agrees that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Seller’s Counsel has acted as counsel for Seller and the transactions contemplated hereby and therebyits Affiliates, and has also represented the Purchaser and/or that Seller reasonably anticipate that Seller’s Counsel will continue to represent Seller and its Affiliates in connection with matters other than the transaction that is the subject future matters. Accordingly, Buyer, on behalf of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of itself and its Affiliates, including any disputes arising out of, or related expressly consents to, this Agreement. The Company : (a) Seller’s Counsel representation of Seller and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeits Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person Buyer, on the one hand, and Seller or its Affiliates, on the other hand, are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliatesadverse, including any matters that arise out of this Agreement or that are substantially related matter relating to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised Seller or its Affiliates, and (b) the disclosure by Seller’s Counsel to Seller or its Affiliates, as applicable, of their respective any information learned by Seller’s Counsel in the course of its representation of Seller or its Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. The Parties acknowledge Furthermore, Buyer, on behalf of itself and agree its Affiliates, (1) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and its Affiliates by Seller’s Counsel in the Contemplated Transactions, to the extent that such information or documentation was privileged as to Seller or its Affiliates (“Confidential Communications”), and (2) agrees that (i) the privilege with respect to such Confidential Communications shall remain with Seller following the Closing such that, for without limiting Seller’s rights to such privilege, Seller alone shall have and maintain the purposes right to waive the privilege, (ii) if Seller’s former officers or managers leave any emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of any Sale Entity or the JV Company, such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, and (iii) to the Sponsor extent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or the JV Company or are otherwise within the records of the Sale Entities and the Purchaser Representative JV Company following the Closing, it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall be deemed the clients not assert any claim against Seller’s Counsel in respect of EGS with respect legal services provided to the negotiation, execution and performance of Sale Entities or the JV Company by Seller’s Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller’s Counsel and Seller.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Dominion Energy, Inc), Purchase and Sale Agreement (Berkshire Hathaway Energy Co)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser Purchaser, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Lxxxxx & Wxxxxxx LLP (“Lxxxxx“) may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or its SPAC, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Lxxxxx will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Holdings, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Holdings and the Seller RepresentativeCompany Shareholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Lxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserHoldings, SPAC, the Company and/or and the Seller Representative Company Shareholders or any of their respective Affiliates, including Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Lxxxxx of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Lxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings, SPAC; provided, provided further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Holdings, SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 2 contracts

Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Legal Representation. (a) The Parties Parties, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreements or the transactions contemplated hereby or thereby arises after the Closing between or among (x) the Sellers, the Company Entities and therebyany of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Seller Group”), on the one hand, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement(y) Purchaser, EGS will be permitted in the future, after Closing, to represent the Sponsor, the shareholders or holders of other equity interests of Purchaser Representative or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Purchaser Group”), on the other hand, any legal counsel, including Pxxxxxx Juvigny Marpeau & Associés and Winston & Sxxxxx LLP, that represented the Sellers prior to the Closing may represent any member of the Seller Group in such dispute even though the interests of such Persons may be directly adverse to Purchaser, and even though such counsel may have represented the Sellers in a matter substantially related to such dispute, or may be handling ongoing matters for the Sellers, and further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) any actual between or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, among the Company and/or any member of the Seller Representative or any of their respective AffiliatesGroup, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of on the Purchaserone hand, Merger Suband Pxxxxxx Xxxxxxx Marpeau & Associés and Winston & Sxxxxx LLP, any Sponsoron the other hand (the “Pxxxxxx & Winston Privileged Communications”), the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall survive the Transactions and belong solely to the Sponsor Seller Group after the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Purchaser under a common interest agreement shall remain the privileged communications or information of the Company. The Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Pxxxxxx & Wxxxxxx Privileged Communications, whether located in the records or email server of Purchaser, the Company or their respective Subsidiaries, in any Action against or involving any of the Parties after the Closing, and the Purchaser RepresentativeParties agree not to assert that any privilege has been waived as to the Pxxxxxx & Wxxxxxx Privileged Communications, shall be controlled by virtue of the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyTransactions.

Appears in 2 contracts

Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.)

Legal Representation. The (a) It is acknowledged by each of the Parties agree thatthat the Company Entities and Sellers have retained Xxxxxx & Xxxxxxx LLP, notwithstanding the fact that EGS may haveXxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, prior Xxx Xxxx Xxxxxxx LLP, XxXxxxxxx Will & Xxxxx and Xxxxxxxxxx & Xxxxx LLP (collectively, “Sellers’ Counsel”) to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or act as their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated hereby and that Sellers’ Counsel 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 any of Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. It is likewise acknowledged by this Agreementthe Parties that that Buyers or their Affiliates (for the avoidance of doubt, excluding the Company Entities) may have the status of a client of Sellers’ Counsel for conflict of interest or other purposes by virtue of representation thereby not in connection with either (x) the transactions contemplated hereby agreeor (y) the representation by Sellers’ Counsel of the Company Entities prior to the Closing. Subject to the following sentence, Sellers and Buyers hereby agree that, in advancethe event that any dispute arising out of this Agreement or the other Transaction Documents or any other matter in which the interests of Sellers and their Affiliates, to waive (on the one hand, and to cause Buyers and their Affiliates (including the Company Entities), on the other hand, are adverse, arises after the Closing between any Buyer or any of the Company Entities, on the one hand, and Sellers and their Affiliates, on the other hand (any such dispute, a “Potential Conflict Dispute”), neither Buyers nor their Affiliates (including the Company Entities) will disqualify, or in any way attempt to waive) any actual or potential disqualify (including by asserting that Sellers’ Counsel have a conflict of interest that requires a waiver by Buyer or its Affiliates), Sellers’ Counsel from representing any or all of Sellers and their Affiliates in such Potential Conflict Dispute, even though the interests of Sellers and their Affiliates may hereafter arise in connection with EGS’s future representation be directly adverse to any Buyer or any of the Company Entities, on the basis that Sellers’ Counsel (i) may, prior to the Closing, have represented one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Company Entities in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are matter substantially related to this Agreement such Potential Conflict Dispute (for the avoidance of doubt, whether in connection with the transactions contemplated hereby or otherwise) or (ii) has represented or continues to represent any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Company Entities with respect to the negotiationRetained Assets or Retained Liabilities. For the avoidance of doubt, execution and performance to the extent that Buyers or their Affiliates have the status of this Agreement and a client of any of Sellers’ Counsel by virtue of any representation thereof other than as described in clauses (i) or (ii) of the Ancillary Documents. All such communications shall remain privileged preceding sentence, either prior to or after the Closing Effective Date, and, as a result of such status, Buyers or their Affiliates have a right to disqualify such Sellers’ Counsel (including by Buyers or their Affiliates exercising a right not to waive Sellers’ Counsel’s conflict of interest in a Potential Conflict Dispute if such right exists), such right to disqualify Sellers Counsel from representing any or all of Sellers and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and their Affiliates in a Potential Conflict Dispute shall not pass to or be claimed affected by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 11.12(a).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (NRG Yield, Inc.), Purchase and Sale Agreement

Legal Representation. The Parties (a) Acquiror and Merger Sub (on behalf of itself and the Surviving Corporation) hereby irrevocably acknowledge and agree that: (i) whether or not any Company Stockholder retains Mxxxxx Xxxxx (the “Designated Firm”) in any matters after the Closing, notwithstanding Acquiror and Merger Sub irrevocably waive, consent to and covenant not to assert any objection, based on conflict of interest or otherwise, arising from the fact that EGS may have, Designated Firm’s representation of the Company prior to the Closing, jointly represented including in connection with the Purchasertransactions contemplated hereby, to any representation of any of the Company Stockholders by the Designated Firm in any dispute arising under or in connection with this Agreement, any agreement, instrument or document entered into pursuant to this Agreement or the Transaction or other transactions contemplated by this Agreement (a “Dispute”); (ii) all communications between or among any of the Company, its Representatives, any of the Company Stockholders or any of the Company’s directors, officers, managers, employees, agents, advisors (including the Designated Firm) or their representatives made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute or otherwise relating to any potential sale or acquisition of the Company, and all related documents and files (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications and shall be excluded from the assets to be transferred to Acquiror, the Company, Merger SubSub or the Surviving Corporation pursuant to this Agreement or any other agreement, instrument or document contemplated hereby; (iii) all rights to such Protected Seller Communications, and the Purchaser Representative and/or control of the Sponsor confidentiality and privilege applicable thereto, shall be vested exclusively in the parties to such Protected Seller Communications; (iv) neither Acquiror nor Merger Sub (including the Surviving Company) shall have any right, directly or indirectly, to assert or waive any privilege or protection against disclosure, or discover, use or disclose any Protected Seller Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the Ancillary Documents events and negotiations leading to this Agreement or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters Transaction or other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement; and (v) the Designated Firm shall have no duty to disclose any Protected Seller Communications to Acquiror or Merger Sub (including the Surviving Company) or otherwise. This Section 12.18(a) is irrevocable, hereby agreeand no term may be amended, in advance, to waive (and to cause their Affiliates to waive) any actual waived or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more modified without the prior written consent of the Sponsor, Company Stockholders owning a majority of the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse issued and outstanding Company Shares immediately prior to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Effective Time and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDesignated Firm.

Appears in 2 contracts

Samples: Joinder Agreement (LMF Acquisition Opportunities Inc), Joinder Agreement (LMF Acquisition Opportunities Inc)

Legal Representation. The Parties agree thatAcquiror hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Fox Rothschild LLP (or any successor) may represent the Sponsor holders of Company Stock or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Waiving Party Group”), in each case, in connection with any Action or obligation arising out of or relating to this Agreement, any Transaction Document or the Ancillary Documents Transactions, notwithstanding its representation (or any continued representation) of the Company or other Waiving Parties, and each of Acquiror and the transactions contemplated Company on behalf of itself and the Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Acquiror and has also represented the Purchaser and/or Company acknowledge that the foregoing provision applies whether or not Fox Rothschild LLP provides legal services to the Company after the Closing Date. Each of Acquiror and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any member of the Waiving Party Group and its Affiliates counsel, including Fox Rothschild LLP, made prior to the Closing in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement, any Transaction Documents or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), without any waiver thereof. The Company Acquiror and the Seller RepresentativeCompany, who are or have the right to be represented by independent counsel in connection together with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserPrivileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Legal Proceeding against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). Acquiror, First Merger Sub, any SponsorSecond Merger Sub, and the Purchaser Representative or any Company have caused this Agreement to be executed as of the date first written above by their respective Affiliatesofficers thereunto duly authorized. The Parties acknowledge and agree thatACQUIROR: OXBRIDGE ACQUISITION CORP. By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer FIRST MERGER SUB: OXAC MERGER SUB I, for the purposes of the attorney-client privilegeINC. By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer SECOND MERGER SUB: OXAC MERGER SUB II, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiationLLC By: OXBRIDGE ACQUISITION CORP., execution and performance of this Agreement and the Ancillary Documentsits manager By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Chief Executive Officer COMPANY: JET TOKEN, INC. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeBy: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx X. Xxxxxxx, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.CFA Title: Founder & Executive Chairman

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Reorganization (Jet Token Inc.), Business Combination Agreement and Plan of Reorganization (Oxbridge Acquisition Corp.)

Legal Representation. The Parties agree thatBuyer, notwithstanding on behalf of itself and each of the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Buyer Related Persons and the transactions contemplated hereby its and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to (including after the Purchaser or any of its AffiliatesClosing, including any disputes arising out of, or related to, this Agreement. The the Company and the MUI Subsidiaries), acknowledges and agrees that Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has acted as counsel for Seller Representativeand its Affiliates for several years and that Seller reasonably anticipates that Xxxxxx Xxxx will continue to represent them in their future matters. Accordingly, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementBuyer, hereby agree, in advance, to waive (on behalf of itself and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more each of the Sponsor, the Purchaser Representative or Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) expressly consents to: (a) Xxxxxx Xxxx’x representation of Seller and Seller’s Affiliates in any post-Closing matter in which the interests of such Person any of the Buyer Related Persons or the Company or any of the MUI Subsidiaries, on the one hand, and Seller or its Affiliates, on the other hand, are adverse adverse, including, without limitation, any matter relating to the interests of the PurchaserTransactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Xxxxxx Xxxx may have previously advised Seller, the Company or any of the MUI Subsidiaries or their respective Affiliates and (b) consent to the disclosure by Xxxxxx Xxxx to Seller or its Affiliates of any information learned by Xxxxxx Xxxx in the course of its representation of Seller, the Company or any of the MUI Subsidiaries or their respective Affiliates, whether or not such information is subject to attorney-client privilege or Xxxxxx Xxxx’x duty of confidentiality. Furthermore, Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and/or its Affiliates by Xxxxxx Xxxx in the Transactions, to the extent that such information or documentation was privileged as to Seller Representative and/or its Affiliates. Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Company, any of the MUI Subsidiaries or their Affiliates by Xxxxxx Xxxx in connection with this Agreement or the Transactions. Upon and after the Closing, the Company and the MUI Subsidiaries shall cease to have any attorney-client relationship with Xxxxxx Xxxx, unless and to the extent Xxxxxx Xxxx is specifically engaged in writing by the Company or any of the MUI Subsidiaries to represent it after the Closing and either such engagement involves no conflict of interest with respect to Seller and/or its Affiliates represented by Xxxxxx Xxxx at such time, as applicable, consent in writing at the time to such engagement. Any such representation of the Company or any of the MUI Subsidiaries by Xxxxxx Xxxx after the Closing shall not affect the foregoing provisions hereof. If and to the extent that, at any time subsequent to Closing, any of the Buyer Related Persons or any of their respective AffiliatesAffiliates (including after the Closing, including the Company and the MUI Subsidiaries) shall have the right to assert or waive any matters that arise out of this Agreement or that are substantially related to this Agreement or attorney-client privilege with respect to any prior representation by EGS of communication between the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Company or any of the MUI Subsidiaries or their respective AffiliatesAffiliates and any Person representing them that occurred at any time prior to the Closing, Buyer, on behalf of itself and each of the Buyer Related Persons and its and their respective Affiliates (including after the Closing, the Company and the MUI Subsidiaries) shall be entitled to waive such privilege only with the prior written consent of Seller. The Parties acknowledge Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company, and/or any of the MUI Subsidiaries and agree thata third party other than Seller after the Closing, for the purposes Company or any of the MUI Subsidiaries, as applicable, may assert the attorney-client privilege, the Sponsor privilege to prevent disclosure of confidential communications between Xxxxxx Xxxx and the Purchaser Representative shall be deemed Company and/or any of the clients of EGS with respect MUI Subsidiaries that occurred prior to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All Closing by Xxxxxx Xxxx to such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporationthird party; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any Company and the MUI Subsidiaries may not waive such privilege without the prior written consent of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySeller.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Legal Representation. The Parties agree that(a) Parent hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Parent Waiving Parties”), that Fenwick & West LLP (or any successor) may represent the Sponsor Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Stockholder Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Ancillary Documents Transactions, notwithstanding its representation (or any continued representation) of the Group Companies or other Parent Waiving Parties, and each of Parent and the transactions contemplated Company on behalf of itself and the Parent Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Parent and has also represented the Purchaser and/or Company acknowledge that the foregoing provision applies whether or not Fenwick & West LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company, for itself and the Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the Stockholder Group and its Affiliates counsel, including Fenwick & West LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Legal Proceeding arising out of, of or related relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Stockholder Group (the “Stockholder Privileged Communications”), without any waiver thereof. The Company Parent and the Seller RepresentativeCompany, who are or have the right to be represented by independent counsel in connection together with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserStockholder Privileged Communications, Merger Subwhether located in the records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Sponsor, the Purchaser Representative Legal Proceeding against or involving any of their respective Affiliates. The the Parties acknowledge after the Closing, and Parent and the Company agree thatnot to assert that any privilege has been waived as to the Stockholder Privileged Communications, for whether located in the purposes records or email server of the attorney-client privilege, Company or otherwise (including in the Sponsor knowledge of the officers and employees of the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyCompany).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (890 5th Avenue Partners, Inc.), Agreement and Plan of Merger (CM Life Sciences, Inc.)

Legal Representation. Purchaser hereby acknowledges that (a) the Subsidiaries and the Sellers have been represented by Benesch in connection with this Agreement and the transactions contemplated hereby and (b) Benesch has received confidential information pertaining to the Subsidiaries in connection with such representation. The Parties Subsidiaries and Purchaser hereby (i) acknowledge and agree that, notwithstanding Xxxxxxx’x prior representation of the fact that EGS Subsidiaries and the Sellers, and Xxxxxxx’x receipt of such confidential information, Benesch may have, prior continue to Closing, jointly represented represent the Purchaser, Merger Sub, Sellers after the Purchaser Representative and/or the Sponsor Closing in connection with matters arising out of or related to this Agreement, the Ancillary Transaction Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates including, without limitation, in connection with matters any indemnification claim, litigation, or other than matter arising hereunder which may or may not be adverse to the transaction Subsidiaries, and (ii) waive any claim they have or may have that Benesch has a conflict of interest or is otherwise prohibited from engaging in such representation. Purchaser and the Subsidiaries further agree that, as to all communications subject of to attorney-client privilege by or among Benesch and the Sellers and/or the Subsidiaries that relate in any way to this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; providedSubsidiaries. Notwithstanding the foregoing, furtherin the event that a dispute arises among the Purchaser, that nothing contained herein shall be deemed Subsidiaries, and a Person other than a party to be a waiver by the Purchaser or any of its Affiliates (including, this Agreement after the Effective TimeClosing, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Benesch to such communications to any third party; provided, however, that neither the Subsidiaries nor Purchaser may waive such privilege without the prior written consent of the Seller.

Appears in 2 contracts

Samples: Quota Purchase Agreement, Quota Purchase Agreement (Myers Industries Inc)

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on behalf of itself and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out ofacknowledges and agrees that Sellers’ Counsel has acted as counsel for Sellers and their Affiliates, or related and that Sellers reasonably anticipate that Sellers’ Counsel will continue to represent Sellers and their Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates, expressly consents to, this Agreement. The Company : (a) Sellers’ Counsel representation of Sellers and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreetheir Affiliates, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates post-Closing matter in which the interests of such Person are adverse to Buyer, on the interests of the Purchaserone hand, the Company and/or the Seller Representative and Sellers or any of their respective Affiliates, on the other hand, are adverse, including any matters that arise out of this Agreement or that are substantially related matter relating to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Sellers’ Counsel may have previously advised Sellers or their Affiliates, and (b) the disclosure by Sellers’ Counsel to Sellers or their Affiliates, as applicable, of any information learned by Sellers’ Counsel in the course of its representation of Sellers or their respective Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Sellers’ Counsel’s duty of confidentiality. The Parties acknowledge Furthermore, Buyer, on behalf of itself and agree its Affiliates, (1) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Sellers and its Affiliates by Sellers’ Counsel in the Contemplated Transactions, to the extent that such information or documentation was privileged as to Sellers or its Affiliates (“Confidential Communications”), and (2) agrees that (i) the privilege with respect to such Confidential Communications shall remain with Sellers following the Closing such that, for without limiting Sellers’ rights to such privilege, Sellers alone shall have and maintain the purposes right to waive the privilege, (ii) if Sellers’ former officers or managers leave any emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of any Sale Entity or JV Company, such occurrence shall not constitute a waiver of the attorney-client privilegeprivilege or any other privilege applicable to such documents, and (iii) to the Sponsor extent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or JV Company or are otherwise within the records of the Sale Entities and the Purchaser Representative JV Companies following the Closing, it will, upon discovery of any such documents, permanently delete or destroy all such emails or other documents containing such Confidential Communication and not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall be deemed the clients not assert any claim against Sellers’ Counsel in respect of EGS with respect legal services provided to the negotiation, execution and performance of Sale Entities or the JV Companies by Sellers’ Counsel in connection with this Agreement or the Contemplated Transactions. If and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representativeextent that, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass at any time subsequent to or be claimed by Purchaser or the Surviving Corporation; providedClosing, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (includingshall have the right to assert or waive any attorney-client privilege with respect to any communication between Sellers or its Affiliates and any Person representing them that occurred at any time prior to the Closing, after the Effective TimeBuyer, the Surviving Corporation on behalf of itself and its Affiliates) , shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySellers’ Counsel and Sellers.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Berkshire Hathaway Energy Co), Purchase and Sale Agreement (Dominion Energy, Inc)

Legal Representation. The Parties agree that, : (a) notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeagrees, in advance, to waive (and to cause their its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Purchaser and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by the Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party; and (b) notwithstanding the fact that Xxxxxxx Xxxxxx & Xxxx LLP (“MSF”) may have, prior to Closing, represented the Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Company and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, MSF will be permitted in the future, after Closing, to represent the Surviving Corporation and Purchaser or their Affiliates in all matters, including in connection with matters in which such Persons are adverse to the Sponsor or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Purchaser, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with MSF’s future representation of one or more of Surviving Corporation and Purchaser or their Affiliates in which the interests of such Person are adverse to the interests of the Sponsor or any of its respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement. Nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any pre-Closing communications to any third party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bull Horn Holdings Corp.), Agreement and Plan of Merger (Coeptis Therapeutics Inc.)

Legal Representation. The Parties agree thatBuyer, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on behalf of itself and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company and its Subsidiaries), acknowledges and agrees that Squire Xxxxxx Xxxxx (US) LLP (“SPB”) may have acted as counsel for Compass Diversified Holdings (“CDH”), Sellers’ Representative, the Company and/or their respective Affiliates in certain matters for several years and that, from and after the Closing, CDH and Sellers’ Representative reasonably anticipate that SPB will continue to represent them and/or such other parties (other than the Company and its Subsidiaries) in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), expressly: (a) consents to SPB’s representation of CDH and Sellers’ Representative and/or their Affiliates (excluding the Company and its Subsidiaries) in any post-Closing matter arising out of this Agreement and the transactions contemplated hereby in which the interests of Buyer, the Company or any of its Subsidiaries, on the one hand, and CDH and Sellers’ Representative or their Affiliates, on the other hand, are adverse; and (b) in connection with such representation, consents to the disclosure by SPB to CDH and Sellers’ Representative or their Affiliates of any applicable privileges information learned by SPB in the course of its representation of CDH, Sellers’ Representative, the Company or protections their respective Affiliates prior to the Closing. Furthermore, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of CDH or Sellers’ Representative and/or their Affiliates by SPB in the transactions contemplated hereby prior to the Closing, to the extent that can such information or may be asserted documentation was privileged as to prevent disclosure CDH or Sellers’ Representative and/or their Affiliates. Upon and after the Closing, the Company and its Subsidiaries shall cease to have any attorney-client relationship with SPB, unless and to the extent SPB is specifically engaged in writing by the Company or any of any its Subsidiaries to represent such communications Person after the Closing and such engagement either (i) involves no conflict of interest with respect to any third partyCDH or Sellers’ Representative and/or their Affiliates or (ii) CDH and Sellers’ Representative and/or their Affiliates, as applicable, consents in writing at the time to such engagement. Any such representation by SPB after the Closing shall not affect the foregoing provisions hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC), Stock Purchase Agreement (Harsco Corp)

Legal Representation. The Parties agree that(a) HTP hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates (including, after the fact that EGS may have, prior to Closing, jointly represented the PurchaserSurviving Company and its Subsidiaries), Merger Suband each of their respective successors and assigns (all such parties, the Purchaser Representative and/or the Sponsor in connection with this Agreement“HTP Waiving Parties”), the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to Xxxxxx LLP may represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Surviving Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative its Subsidiaries or any of their respective directors, managers, members, partners, officers, employees or Affiliates, including in each case, in connection with any matters that arise Action or obligation arising out of this Agreement or that are substantially related relating to this Agreement Agreement, notwithstanding its representation (or to any prior representation by EGS continued representation) of the PurchaserCompany and its Subsidiaries or other HTP Waiving Parties, Merger Suband each of HTP and the Company on behalf of itself and the HTP Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any Sponsor, other objection arising therefrom or relating thereto. HTP and the Purchaser Representative Company acknowledge that the foregoing provision applies whether or not Xxxxxx LLP provides legal services to the Surviving Company or any of its Subsidiaries after the Closing Date. HTP and the Company, on behalf of their respective Affiliates. The Parties acknowledge successors and assigns (including, after the Closing, the Surviving Pubco, the Surviving Company and their respective Subsidiaries) further agree that, for as to all legally privileged communications prior to the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Closing made in connection with respect to the negotiation, execution preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the Transactions between or among the Company or any of its Subsidiaries, on the one hand, and Xxxxxx LLP, on the Ancillary Documents. All such communications shall remain privileged after other hand, the Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Mergers and belong solely to the Sponsor and Holders after the Purchaser RepresentativeClosing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed or controlled by Purchaser or the Surviving Corporation; providedCompany. Notwithstanding the foregoing, further, that nothing contained herein any privileged communications or information shared by HTP prior to the Closing with the Company under a common interest agreement shall be deemed to be a waiver by and remain the Purchaser privileged communications or any information of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Agreement and Plan of Merger (Highland Transcend Partners I Corp.)

Legal Representation. The Parties agree thatBuyer hereby agrees, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on its own behalf and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any on behalf of its Affiliatesdirectors, including any disputes arising out ofmembers, or related topartners, this Agreement. The Company officers, employees and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company and its AffiliatesSubsidiaries), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxx & Xxxxxxx LLP may represent Seller or the Seller Representative (each such Person, a “Designated Person”) in the event such Designated Person so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement (any applicable privileges such representation, the “Post-Closing Representation”), and Buyer on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or protections any objection arising therefrom or relating thereto. Each of Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that can all communications between a Designated Person and its Affiliates (excluding the Company and its Subsidiaries) (collectively, a “Designated Group”) and its counsel, including Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications between such Designated Group and such counsel and none of Buyer, the Company or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Buyer and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Xxxxxx & Xxxxxxx LLP and the Company or any Person in a Designated Group occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Transactions in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any Subsidiary of the Company and a third party other than a party to this Agreement after the Closing, the Company may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx & Xxxxxxx LLP or any Person in a Designated Group to such communications to any third party.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Rentech, Inc.), Membership Interest Purchase Agreement

Legal Representation. The Parties agree thatNew Member, notwithstanding on behalf of itself and its Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the PurchaserCompany) acknowledges and agrees that Lxxxxx & Wxxxxxx LLP and Kxxx Xxxxxx LLP (collectively, Merger Sub“Existing Member’s Counsel”) have acted as counsel for the Existing Member, the Purchaser Representative and/or Company and their respective Affiliates for several years and that the Sponsor Existing Member and its Affiliates reasonably anticipate that Existing Member’s Counsel will continue to represent them in connection with this Agreementfuture matters. Accordingly, the Ancillary Documents New Member, on behalf of itself and its Affiliates (including after the Closing, the Company) expressly consents to: (a) Existing Member’s Counsel’s representation of the Existing Member and its respective Affiliates in any post-Closing matter in which the interests of the New Member and the Company, on the one hand, and the Existing Member or its respective Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby and therebyby this Agreement or any disagreement or dispute relating thereto, and has also represented whether or not such matter is one in which Existing Member’s Counsel may have previously advised the Purchaser and/or Existing Member, the Company or their respective Affiliates; and (b) the disclosure by Existing Member’s Counsel to the Existing Member or its respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted any information learned by Existing Member’s Counsel in the future, after Closing, to represent course of its representation of the SponsorExisting Member, the Purchaser Representative Company or their respective Affiliates in connection with matters in which such Persons are adverse prior to the Purchaser Closing Date, whether or not such information is subject to attorney-client privilege or Existing Member’s Counsel’s duty of confidentiality. Furthermore, the New Member, on behalf of itself and its Affiliates (including after the Closing, the Company) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of the Existing Member or its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented respective Affiliates by independent counsel Existing Member’s Counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse solely to the interests of extent that such information or documentation was privileged as to the Purchaser, the Company and/or the Seller Representative Existing Member or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their its respective Affiliates. The Parties acknowledge New Member, on behalf of itself and agree its Affiliates (including after the Closing, the Company) further covenants and agrees that each shall not assert any conflict of interest claim against Existing Member’s Counsel in respect of legal services provided to the Company by Existing Member’s Counsel in connection with this Agreement or the transactions contemplated hereby. If and to the extent that, for at any time subsequent to the purposes of the attorney-client privilegeClosing, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser New Member or any of its Affiliates (including, including after the Effective TimeClosing, the Surviving Corporation Company) shall have the right to waive any attorney-client privilege with respect to any communication between the Company and any Person representing them that occurred at any time prior to the Closing, the New Member, on behalf of itself and its AffiliatesAffiliates (including after the Closing, the Company) shall be entitled to waive such privilege only with the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythe Existing Member.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.)

Legal Representation. The Parties agree Parent agrees that, notwithstanding the fact that EGS may have, prior as to Closing, jointly represented the Purchaser, Merger Suball communications between and among all counsel for Seller, the Purchaser Representative Company and/or their respective Affiliates (including, without limitation, Xxxxxx Xxxxxxxx LLP), and Seller, the Sponsor Company and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this AgreementAgreement (collectively, the Ancillary Documents and the transactions contemplated hereby and thereby“Privileged Communications”), and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to Seller and the Purchaser Representative, shall may be controlled by the Sponsor Seller Group and the Purchaser Representative and shall will not pass to or be claimed by Purchaser Parent or any of its respective Affiliates (including, following the Surviving Corporation; providedClosing, furtherthe Company). The Privileged Communications are the property of Seller, that nothing contained herein shall be deemed and from and after the Closing none of Parent, its Affiliates (including, following the Closing, the Company), or any Person purporting to be act on behalf of or through Parent or such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Parent, and its Affiliates (including, following the Closing, the Company), together with any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving Seller or any of his Affiliates after the Closing. The Privileged Communications may be used by Seller and/or any of his Affiliates in connection with any dispute that relates to the Purchaser transactions contemplated by or in connection with this Agreement, including in any claim for indemnification brought by Parent or any other Indemnified Party. Notwithstanding the foregoing, in the event that a dispute arises between Parent or any of its Affiliates and a third party (including, other than a party to this Agreement or any of their respective Affiliates) after the Effective TimeClosing, the Surviving Corporation Parent and its Affiliates) of any applicable privileges or protections that can or Affiliates may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by counsel to such communications to any third party, provided that neither Parent nor its Affiliates (including, following the Closing, the Company) may waive such privilege without the prior written consent of Seller. Parent, for itself and its Affiliates, (i) hereby confirms that no engagement that Xxxxxx Xxxxxxxx LLP has undertaken or may undertake on behalf of Seller will be asserted by Parent or any of its Affiliates either as a conflict of interest with respect to, or as a basis to preclude, challenge or otherwise disqualify Xxxxxx Xxxxxxxx LLP from, any current or future representation of Seller, and (ii) hereby waives any conflict of interest that exists on or prior to the Closing, or that might be asserted to exist after the Closing, and any other basis that might be asserted to preclude, challenge or otherwise disqualify Xxxxxx Xxxxxxxx LLP in any continuing or post-Closing representation of Seller.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Akerman LLP (“Counsel”) may have, prior to the Closing, jointly represented the Purchaser, Merger SubParent and its Subsidiaries and Affiliates (collectively, the Purchaser Representative and/or the Sponsor “Parent Group”) in connection with this Agreement, the Ancillary other Transaction Documents and the transactions contemplated hereby and thereby, and also has also represented one or more members of the Purchaser and/or its Affiliates Parent Group in connection with matters other than the transaction transactions that is are the subject of this AgreementAgreement and the other Transaction Documents, EGS Counsel will be permitted in the future, after the Closing, to represent any member of the Sponsor, the Purchaser Representative or their respective Affiliates Parent Group in connection with matters in which such Persons are adverse to the Purchaser or any of its AffiliatesCompany Securityholders, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeSecurityholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSCounsel’s future representation of one or more members of the Sponsor, the Purchaser Representative or their respective Affiliates Parent Group in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Securityholders or any of their respective Affiliates, including any matters that arise out of this Agreement or the other Transaction Documents or that are substantially related to this Agreement or the other Transaction Documents or to any prior representation by EGS Counsel of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Parent Group or any of their respective Affiliatesmember thereof. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Parent shall be deemed the clients client of EGS Counsel with respect to the negotiation, execution and performance of this Agreement and the Ancillary other Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeParent, shall be controlled by the Sponsor and the Purchaser Representative Parent and shall not pass to or be claimed by Purchaser or the Surviving Corporationany other Person; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates Parent Group (including, after the Effective TimeClosing, the Surviving Corporation Entity and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SHF Holdings, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Purchaser Parties and/or the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any SponsorPurchaser Parties, the Purchaser Representative Representative, the Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPubco; provided, further, that nothing contained herein shall be deemed to be a waiver by the any Purchaser Party or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation Subsidiaries and its Affiliatesthe Company) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.. 77

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTech Acquisition Corp)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any Legal Proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such Legal Proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse nor counsel therefor will move to seek disqualification of Holland & Knight, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against Holland & Knight or the Seller or any of its AffiliatesAffiliates with respect to any communication or information contained in Holland & Knight’s possession or files and (c) to consent to the representation of the Seller and its Affiliates by Xxxxxxx & Knight, notwithstanding that Holland & Xxxxxx has or may have represented the Seller or any of its Affiliates (including any disputes arising out of, or related to, this Agreement. The the Company and the Seller Representative, who are or have the right to be represented by independent its Subsidiary) as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, Legal Proceeding or action, prior to the Closing. This consent and waiver extends to Holland & Knight representing the Seller against the Purchaser, the Company or the Subsidiary in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated hereby. In addition, all communications between the Seller, the Company and their respective subsidiaries, on the one hand, and Holland & Knight, on the other hand, related to this or more any other proposed sale of the SponsorShares, the Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Company or its Subsidiary) (the “Seller Pre- Closing Communications”). Accordingly, none of the Company, its Subsidiary nor the Purchaser shall have access to any such Seller Pre-Closing Communications or to the files of Holland & Knight relating to such engagement from and after the Closing, and all books, records and other materials of the Company or its Subsidiary in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be delivered to the Seller at the Closing with no copies thereof retained by the Company, its Subsidiary, the Purchaser Representative or any of the Purchaser’s Affiliates or Representatives. From and after the Closing, the Purchaser, the Company and their respective Subsidiary, Affiliates in which and Representatives shall maintain the interests confidentiality of all such Person are adverse to material and information. From and after the interests Closing, none of the Purchaser, the Company and/or and their respective subsidiaries, Affiliates and Representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. To the extent that any such materials or information are not delivered to the Seller Representative or any prior to the Closing, they will be held for the benefit of their respective Affiliatesthe Seller, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of and the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of Company and their respective Affiliatessubsidiaries and Affiliates will deliver all such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof. The Parties acknowledge Without limiting the generality of the foregoing, from and agree thatafter the Closing, for (a) the purposes Seller and its Affiliates (and not the Company or its Subsidiary) shall be the sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution and performance of this Agreement such engagement and the Ancillary Documents. All such communications shall remain privileged after Seller Pre- Closing Communications, and neither the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, Company nor its Subsidiary shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.holder thereof,

Appears in 1 contract

Samples: Stock Purchase Agreement

Legal Representation. The (a) Each of the Parties agree thathereby agrees, notwithstanding on its own behalf and on behalf of its directors, managers, members, partners, officers, employees, stockholders and Affiliates, that Milbank LLP (“Milbank”) may serve as counsel to the fact that EGS may haveTarget Companies and their respective directors, prior to Closing, jointly represented the Purchaser, Merger Subofficers and employees (individually and collectively, the Purchaser Representative and/or the Sponsor “Seller Group”) in connection with this Agreementthe negotiation, the Ancillary Documents preparation, execution, delivery and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject performance of this Agreement, EGS will be permitted in and the futureconsummation of the Transactions, after Closingand that, to represent following consummation of the SponsorTransactions, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Milbank (or any of its Affiliatesrespective successors) may serve as counsel to the Seller Group or any director, including manager, member, partner, stockholder, officer, employee or Affiliate of any disputes member of Seller Group, in connection with any Action or obligation arising out ofof or relating to this Agreement or the Transactions notwithstanding such representation or any continued representations, or related toand each of the Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, this Agreementand each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The Parties agree to take the steps necessary to ensure that any privilege attaching as a result of Milbank representing the Company and the Seller Representative, who are or have the right to be represented by independent counsel any of its Subsidiaries in connection with the transactions contemplated by this Agreement, hereby agree, Transactions shall survive the Closings and shall remain in advance, effect. As to waive (any privileged attorney client communications between Milbank and to cause their Affiliates to waive) the Company or Milbank and any actual or potential conflict of interest that may hereafter arise the Company’s Subsidiaries in connection with EGS’s future representation of one or more of the SponsorTransactions prior to the Second Closing Date (collectively, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the “Milbank Privileged Communications”), Purchaser, Holdco, the Company and/or and each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that if the Mergers and the other Transactions are consummated, all Milbank Privileged Communications related to such Transactions will become the property of (and be controlled by) the Seller Representative Group, and none of Purchaser, Holdco, the Company or any of its Subsidiaries or any of their respective Affiliates, including Subsidiaries, successors or assigns shall retain any matters copies of such records or have any access to them. In the event that arise out Purchaser or Holdco is legally required or requested by any Governmental Authority to access or obtain a copy of this Agreement all or that are substantially related to this Agreement or to any prior representation by EGS a portion of the PurchaserMilbank Privileged Communications, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Holdco shall be deemed entitled to access or obtain a copy of and disclose the clients of EGS with respect Milbank Privileged Communications to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely extent necessary to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of comply with any such communications to any third partylegal requirement or request.

Appears in 1 contract

Samples: Business Combination Agreement (Agrico Acquisition Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Subs and the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the SponsorPurchaser, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Company Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the SponsorPurchaser, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or or the Seller Company Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Nxxxxx Xxxxxxx of the Purchaser, Merger Sub, any SponsorSubs, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Purchaser and the Purchaser Representative shall be deemed the clients of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Purchaser and the Purchaser Representative, shall be controlled by the Sponsor Purchaser and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OceanTech Acquisitions I Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to (a) Effective upon Closing, jointly represented each of the PurchaserParties waives, Merger Subon its own behalf and on behalf of its respective Affiliates and Representatives, to the Purchaser Representative and/or fullest extent permitted under applicable Law, any and all rights, Actions and causes of action it may have against any other Party or their respective Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the Sponsor in connection with operation of any Party or its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Ancillary Documents and Schedules, or the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of Exhibits to this Agreement, EGS whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. Each Party acknowledges and agrees that it will not assert, institute or maintain any Action, suit, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be permitted sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters this Agreement in which such Persons are adverse to the Purchaser Company, PHP Ventures or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeParties, who are or have the right to be represented by independent counsel in connection with the transactions Transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s the future representation of one the Sponsor or more of the Sponsor, the Purchaser Representative or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company Merger Sub and/or the Seller Representative PHP Ventures or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of any counsel to the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Parties or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS counsel to PHP Ventures with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser the Company or the Surviving CorporationPHP Ventures; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company, PHP Ventures or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partypart.

Appears in 1 contract

Samples: Registration Rights Agreement (PHP Ventures Acquisition Corp.)

Legal Representation. The Parties Purchasers agree thatand will cause each Acquired Company to agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmanagers, jointly represented the Purchasermembers, Merger Subpartners, officers, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor thereto) may represent Sellers or any direct or indirect director, manager, member, partner, officer, employee, equityholder, Affiliate or other Representative and/or the Sponsor of Sellers, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby(any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of any Acquired Company, and has also represented Purchasers consent thereto and will cause each Acquired Company to consent thereto on behalf of itself and the Purchaser Waiving Parties, and Purchasers irrevocably waive (and will not assert) and will cause each Acquired Company to irrevocably waive (and not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchasers acknowledge and will cause each Acquired Company to acknowledge that the foregoing provision applies whether or not K&E provides legal services to any Acquired Company after the Closing Date. Purchasers irrevocably acknowledge and agree and will cause each Acquired Company to irrevocably acknowledge and agree, for itself and the Waiving Parties, that all communications among K&E, any Acquired Company, Sellers and/or its Affiliates any director, officer, manager, member, employee or other Representative of any of the foregoing and Sellers made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel any agreement entered into in connection with herewith, the transactions contemplated by this Agreement, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor101 foregoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs to solely to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by Purchaser Purchasers or any Acquired Company and from and after the Surviving Corporation; providedClosing none of Purchasers, furtherany Acquired Company or any Person purporting to act on behalf of or through Purchasers, that nothing contained herein shall be deemed to be a waiver by the Purchaser any Acquired Company or any of its Affiliates (includingthe Waiving Parties, will seek to obtain the same by any process. From and after the Effective TimeClosing, Purchasers, on behalf of itself and the Surviving Corporation Waiving Parties, waives and its Affiliates) will not assert and will cause each Acquired Company to waive and not assert any attorney-client privilege with respect to any communication among K&E, any Acquired Company, Sellers and/or any director, officer, manager, member, employee, or other Representative of any applicable privileges of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Purchasers or protections that can or any Acquired Company, on the one hand, and a third party other than Sellers, on the other hand, Purchasers and any Acquired Company may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Purchaser nor any Acquired Company may waive such privilege without the prior written consent of Sellers.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cleco Power LLC)

Legal Representation. The Buyer and the Company hereby agree, on their own behalf, and each of their directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxxxx & Xxxx LLP (or a successor) shall not be prohibited from representing the Seller or any of its members or Affiliates, and each of their and their Affiliates’ directors, members, partners, officers, employee or Affiliates in connection with any dispute, legal action or obligation arising out of or relating to this Agreement or the other Transaction Documents (any such representation, the “Post-closing Representation”) as a result of its prior representation of the Seller, the Company or any of its Subsidiaries, and each of Buyer and the Company Group on behalf of itself and the Waiving Parties agree thathereby agrees not to assert any conflict of interest therefrom. Buyer and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxxx & Xxxx LLP provides legal services to the Seller, notwithstanding and of its members, or the fact that EGS may haveCompany or any of its Subsidiaries after the Closing Date. From and after the Closing neither Buyer, the Company, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain any privileged communications among the Company Group or the Seller and Xxxxxxxx & Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or legal action arising out of or relating to, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby. Each of Buyer and the Company (after the Closing), on behalf of itself and the Waiving Parties, will not assert any attorney-client privilege with respect to any communication between Xxxxxxxx & Xxxx LLP and the Company, its Subsidiaries or the Seller or any member of the Seller occurring prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Closing in connection with this Agreement, the Ancillary Documents and any other Transaction Document or any of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates herein or therein in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ichor Holdings, Ltd.)

Legal Representation. The Each of the Buyer Parties agree thathereby agrees, notwithstanding on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns, including, following the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany and the Company Subsidiaries (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Ropes & Grxx XLP may represent the Sponsor Company and the Company Subsidiaries or any or all of the Shareholders in connection with any dispute, Action, claim, or obligation arising out of or relating to this Agreement, and each of the Ancillary Documents Buyer Parties on behalf of itself and the transactions contemplated Waiving Parties hereby consents thereto and therebyirrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of the Buyer Parties, for itself and has also represented the Purchaser and/or its Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company, the Company Subsidiaries, the Shareholders and any of their respective Affiliates (the “Seller Group”) and their counsel, including Ropes & Grxx XLP, made in connection with matters other than the transaction that is the subject negotiation, preparation, execution or delivery of this Agreement, EGS will be permitted in any agreements contemplated by this Agreement or the futuretransactions contemplated hereby, after Closingor any matter relating to any of the foregoing, to represent are privileged communications, and none of the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Buyer Parties or any of its Affiliatesthe Waiving Parties, including nor any disputes arising out ofPerson purporting to act on behalf of or through the Buyer Parties or any of the Waiving Parties, or related towill seek to obtain the same by any process. From and after the Closing, this Agreement. The Company each of the Buyer Parties, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Ropes & Grxx XLP and the Company or the Company Subsidiaries or any other Person in the Seller Representative, who are or have the right to be represented by independent counsel Group made in connection with the transactions negotiation, preparation, execution or delivery of this Agreement, any agreements contemplated by this AgreementAgreement or the transaction contemplated hereby, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyforegoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (BioScrip, Inc.)

Legal Representation. The Parties agree that(a) Each of the parties hereby agrees on behalf of its directors, notwithstanding members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSurviving Company) (all such parties, the Purchaser Representative and/or “W&C Waiving Parties”), that White & Case LLP (“W&C”) may represent the shareholders or holders of other equity interests of the Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Merger Surviving Company) (collectively, the “W&C WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, the any Ancillary Documents and Agreement or the transactions contemplated hereby and or thereby, notwithstanding its prior representation of the Sponsor, SPAC and has also represented its Subsidiaries, or other W&C Waiving Parties. Each of the Purchaser and/or parties, on behalf of itself and the W&C Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the Sponsor, SPAC and its Affiliates Subsidiaries, or other W&C Waiving Parties. Each of the parties, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, SPAC, or its Subsidiaries, or any other member of the W&C WP Group, on the one hand, and W&C (in its role as counsel to SPAC), on the other hand, made prior to the Closing, in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby or thereby, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse privileged communications that do not pass to the interests of Merger Surviving Company notwithstanding the PurchaserMerger, and instead survive, remain with and are controlled by the Company and/or W&C WP Group (the Seller Representative or “W&C Privileged Communications”), without any waiver thereof. The parties, together with any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserW&C Privileged Communications, whether located in the records or email server of the Merger SubSurviving Company and its Subsidiaries, in any Sponsor, the Purchaser Representative Action against or involving any of their respective Affiliates. The Parties acknowledge the parties after the Closing, and the parties agree thatnot to assert that any privilege has been waived as to the W&C Privileged Communications, for the purposes by virtue of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyMerger.

Appears in 1 contract

Samples: Business Combination Agreement (Chenghe Acquisition Co.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Winston & Xxxxxx, LLP (“Purchaser Counsel”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Parties in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyContemplated Transactions, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Purchaser Counsel will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including in connection with any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel hereby agrees in connection with the transactions contemplated by this Agreement, hereby agree, in advance, advance to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSPurchaser Counsel’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Parties in which the interests of such Person are adverse to the interests of the PurchaserPurchaser in connection with any disputes arising out of, the Company and/or the Seller Representative or any of their respective Affiliatesrelated to, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective AffiliatesAgreement. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Purchaser Counsel with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Purchaser and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the First Effective Time, the First Surviving Corporation and its AffiliatesCorporation) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Quantum FinTech Acquisition Corp)

Legal Representation. The Parties Buyer and the Company Group hereby agree thaton their own behalf and on behalf of their directors, notwithstanding the fact that EGS may havemembers, prior to Closingpartners, jointly represented the Purchaserofficers, Merger Subemployees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Weil (or any successor) may represent (a) any or all of the Sponsor Earthbound Holders (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group, or (b) the Sellers’ Representative, in each case, in connection with any dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation of the Company Group in connection with this AgreementAgreement and the transactions contemplated hereby, and each of Buyer and the Ancillary Documents Company Group on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest arising therefrom or relating thereto in connection with the Post-Closing Representation, provided, however, that the parties agree to take all steps reasonably necessary to ensure that any attorney-client privilege attaching as a result of Weil representing the Company Group and its Affiliates in connection with this Agreement and the transactions contemplated hereby and therebywill survive the Closing, and has also represented remain in effect and be controlled by the Purchaser and/or Company Group and its Affiliates in connection with matters other than Affiliates. Each of Buyer and the transaction Company Group, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that is all communications between the subject of this Agreement, EGS will be permitted in Seller Group and their counsel prior to the future, after Closing, to represent the Sponsorincluding Weil, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel made substantially in connection with the transactions negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this AgreementAgreement or the transactions contemplated hereby or thereby that were privileged communications between the Seller Group, hereby agreethe Company Group, and such counsel prior to the Closing, shall continue from and after the Closing to be privileged and that neither Buyer, the Company Group, nor any Person purporting to act on behalf of or through Buyer or the Company Group or any of the Waiving Parties, will seek to obtain the same by any process from the Seller Group, the Company Group or such counsel. From and after the Closing, each of Buyer and the Company Group, on behalf of itself and the Waiving Parties, will not assert any attorney-client privilege with respect to any communication between Weil and the Company Group or any Person in advance, the Seller Group occurring prior to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise the Closing in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorneyPost-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyRepresentation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WHITEWAVE FOODS Co)

Legal Representation. The Parties (a) Parent and the Company, on behalf of their respective successors and assigns, hereby agree that, notwithstanding in the fact that EGS may have, prior event a dispute with respect to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby and thereby, and has also represented arises after the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent Closing between or among (x) the Sponsor, the Purchaser Representative stockholders or holders of other equity interests of Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than Parent) (collectively, the “Motion Group”), on the one hand, and (y) Parent and/or any member of the Company Group (as defined below), on the other hand, any legal counsel, including Xxxxxxxx Xxxxxx (“Xxxxxxxx”), that represented Parent or a member of the Motion Group prior to the Closing may represent any member of the Motion Group in such dispute even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or a member of the Motion Group. Neither Parent nor the Company shall seek to or have Graubard disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Motion Group by Graubard. The Parties hereby waive any potential conflict of interest arising from such prior representation and each Party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such Party has consulted with counsel in connection therewith. Parent and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waiveor thereby) any actual between or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilegeamong Parent, the Sponsor and/or any other member of the Motion Group, on the one hand, and Graubard, on the Purchaser Representative shall be deemed other hand, the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the Sponsor and Motion Group after the Purchaser RepresentativeClosing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed or controlled by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.Parent. 70

Appears in 1 contract

Samples: Merger Agreement (Motion Acquisition Corp.)

Legal Representation. The Parties agree thatBuyer, notwithstanding on behalf of itself and its Affiliates (including, after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, Company and its Subsidiaries) acknowledges that DLA Piper LLP (US) has acted as counsel for Seller and the Purchaser Representative and/or the Sponsor Company in connection with this Agreement and the transactions contemplated hereby, and in connection with this Agreement and the transactions contemplated hereby, DLA Pxxxx has not acted as counsel for any other Person. If Seller so desires and without the need for any consent or waiver by the Company, Seller or Buyer, DLA Piper LLP (US) will be permitted to represent Seller and any of its Affiliates after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any Ancillary Documents or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, DLA Piper LLP (US) will be permitted to represent Seller, any of its Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Buyer, its Subsidiaries or any of their agents or affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under any Ancillary Documents. From and after the Closing, the attorney-client privilege of the Company and its Subsidiaries related to communications between the Company or its Subsidiaries, on the one hand, and Seller and any of their Affiliates, on the other hand, to the extent related to the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS thereby will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be the right of Seller, and not that of Buyer, the Company or its Subsidiaries, and may be waived only by Seller. Absent the consent of Seller, neither Buyer nor, from and after the Closing, the Company or its Subsidiaries, will have a waiver by right to access such attorney-client privileged material of the Purchaser Company and its Subsidiaries related to this Agreement, the Ancillary Documents or any of the transactions contemplated hereby or thereby. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (Affiliates, including, after following the Effective TimeClosing, the Surviving Corporation Company and its Subsidiaries, on the one hand, and a third party other than Seller or its Affiliates) of any applicable privileges , on the other hand, Buyer or protections that can or its Affiliates, including, following the Closing, the Company and its Subsidiaries, may be asserted to prevent the disclosure of any such communications attorney-client privileged material to any such third partyparty and request that Seller not permit such disclosure, and Seller shall cooperate with such request in good faith.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cogent Communications Holdings, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents Buyer hereby agrees on its own behalf and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any on behalf of its Affiliatesdirectors, including any disputes arising out ofmembers, or related topartners, this Agreement. The Company officers, employees and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company), and each of their successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxxxx Xxxxx & Xxxxxx LLP (or any successor) may represent any or all of Seller Holders or its Affiliatesor their Affiliates (the “Seller Group”) or any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any applicable privileges dispute, litigation, claim, Proceeding or protections that can obligation arising out of or may be asserted relating to prevent disclosure of this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation of the Company in connection with this Agreement and the transactions contemplated hereby, and Buyer on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest arising therefrom or relating thereto in connection with the Post-Closing Representation, provided, however, that the parties agree to take all steps reasonably necessary to ensure that any attorney-client privilege attaching as a result of Xxxxxxxx Xxxxx & Xxxxxx LLP representing the Company will survive the Closing, and remain in effect and be controlled by the Company. Buyer, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their counsel prior to the Closing, including Xxxxxxxx Xxxxx & Xxxxxx LLP, made substantially in connection with the negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby that were privileged communications between the Seller Group, the Company, and such counsel prior to the Closing, shall continue from and after the Closing to be privileged and that neither Buyer, the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, Buyer, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any third partycommunication between Xxxxxxxx Xxxxx & Xxxxxx LLP or any Person in the Seller Group occurring prior to the Closing in connection with any Post-Closing Representation.

Appears in 1 contract

Samples: Equity Purchase Agreement (Ducommun Inc /De/)

Legal Representation. The Parties agree thatPurchaser agrees and will cause each Acquired Company to agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their directors, prior to Closingmanagers, jointly represented the Purchasermembers, Merger Subpartners, officers, employees and Affiliates and each of their successors and assigns (all such parties, the Purchaser “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor thereto) may represent Sellers or any direct or indirect director, manager, member, partner, officer, employee, equityholder, Affiliate or other Representative and/or the Sponsor of Sellers and Seller Representative, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby(any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of any Acquired Company, and has also represented Purchaser consents thereto and will cause each Acquired Company to consent thereto on behalf of itself and the Waiving Parties, and Purchaser irrevocably waives (and will not assert) and will cause each Acquired Company to irrevocably waive (and not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges and will cause each Acquired Company to acknowledge that the foregoing provision applies whether or not K&E provides legal services to any Acquired Company after the Closing Date. Purchaser irrevocably acknowledges and agrees and will cause each Acquired Company to irrevocably acknowledge and agree, for itself and the Waiving Parties, that all communications among K&E, any Acquired Company, Sellers and/or its Affiliates any director, officer, manager, member, employee or other Representative of any of the foregoing and Seller Representative made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel any agreement entered into in connection with herewith, the transactions contemplated by this Agreement, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge privileged communications and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs to solely to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Sellers and shall not pass to or be claimed by Purchaser or any Acquired Company and from and after the Surviving Corporation; providedClosing none of Purchaser, furtherany Acquired Company or any Person purporting to act on behalf of or through Purchaser, any Acquired Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Waiving Parties, waives and will not assert and will cause each Acquired Company to waive and not assert any attorney-client privilege with respect to any communication among K&E, any Acquired Company, Sellers and/or any director, officer, manager, member, employee or other Representative of any of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that nothing contained herein shall be deemed to be a waiver by the dispute arises between Purchaser or any of its Affiliates (includingAcquired Company, after on the Effective Timeone hand, and a third party other than Sellers, on the Surviving Corporation other hand, Purchaser and its Affiliates) of any applicable privileges or protections that can or Acquired Company may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Purchaser nor any Acquired Company may waive such privilege without the prior written consent of Sellers.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Lxxx may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Lxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Lxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Lxxx of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Lxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeshore Acquisition II Corp.)

Legal Representation. The Parties agree thatEach of Parent and Merger Sub hereby agree, notwithstanding the fact that EGS may haveon their own behalf and on behalf of their respective directors, prior to Closingmembers, jointly represented the Purchaserpartners, Merger Subofficers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Gxxxxxx Procter LLP may represent any or all of the Sponsor Company Holders in the event any such Person so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, including under Section 1.18 (any such representation, the Ancillary Documents “Post-Closing Representation”), and each of Parent and Merger Sub on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Parent, Merger Sub and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Company, the Company Holders and any of their respective Affiliates (the “Seller Group”) and their counsel, including Gxxxxxx Procter LLP, made in connection with the negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (including, without limitation, the Merger), or any matter relating to any of the foregoing, are privileged communications between the Seller Group and therebysuch counsel. From and after the Closing, each of Parent, Merger Sub and has also represented the Purchaser and/or its Affiliates in connection Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with matters other than respect to any communication between Gxxxxxx Procter LLP and the transaction that is the subject of this Agreement, EGS will be permitted Company or any Person in the future, after Closing, to represent Seller Group occurring during the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel representation in connection with the transactions contemplated by this Agreementnegotiation, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiationpreparation, execution and performance delivery of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing other agreements contemplated hereby and the privilege and consummation of the expectation of client confidence relating thereto shall belong solely to Merger in connection with any Post-Closing Representation; provided that the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and foregoing waiver shall not pass extend to any communication not involving this Agreement or be claimed by Purchaser any agreement contemplated hereby or the Surviving Corporationconsummation of the Merger, or to communications with any Person other than the Seller Group; provided, further, that nothing contained herein the foregoing waiver shall be deemed not apply to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to disputes with any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Criteo S.A.)

Legal Representation. The Parties parties agree that, notwithstanding the fact that EGS Ellenoff Xxxxxxxx & Schole LLP (“EGS”) may have, prior to the Closing, jointly represented the PurchaserAckrell, Newco, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser Ackrell and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Ackrell or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Ackrell or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserAckrell, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Ackrell or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Ackrell or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (ACKRELL SPAC Partners I Co.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any Legal Proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such Legal Proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse nor counsel therefor will move to seek disqualification of Holland & Knight, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against Holland & Knight or the Seller or any of its AffiliatesAffiliates with respect to any communication or information contained in Holland & Knight’s possession or files and (c) to consent to the representation of the Seller and its Affiliates by Holland & Knight, notwithstanding that Holland & Knight has or may have represented the Seller or any of its Affiliates (including any disputes arising out of, or related to, this Agreement. The the Company and the Seller Representative, who are or have the right to be represented by independent its Subsidiary) as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, Legal Proceeding or action, prior to the Closing. This consent and waiver extends to Holland & Knight representing the Seller against the Purchaser, the Company or the Subsidiary in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated hereby. In addition, all communications between the Seller, the Company and their respective subsidiaries, on the one hand, and Holland & Knight, on the other hand, related to this or more any other proposed sale of the SponsorShares, the Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (and not the Company or its Subsidiary) (the “Seller Pre-Closing Communications”). Accordingly, none of the Company, its Subsidiary nor the Purchaser shall have access to any such Seller Pre-Closing Communications or to the files of Holland & Knight relating to such engagement from and after the Closing, and all books, records and other materials of the Company or its Subsidiary in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be delivered to the Seller at the Closing with no copies thereof retained by the Company, its Subsidiary, the Purchaser Representative or any of the Purchaser’s Affiliates or Representatives. From and after the Closing, the Purchaser, the Company and their respective Subsidiary, Affiliates in which and Representatives shall maintain the interests confidentiality of all such Person are adverse to material and information. From and after the interests Closing, none of the Purchaser, the Company and/or and their respective subsidiaries, Affiliates and Representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. To the extent that any such materials or information are not delivered to the Seller Representative or any prior to the Closing, they will be held for the benefit of their respective Affiliatesthe Seller, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of and the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of Company and their respective Affiliatessubsidiaries and Affiliates will deliver all such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof. The Parties acknowledge Without limiting the generality of the foregoing, from and agree thatafter the Closing, for (a) the purposes Seller and its Affiliates (and not the Company or its Subsidiary) shall be the sole holders of the attorney-client privilege, the Sponsor privilege with respect to such engagement and the Purchaser Representative Seller Pre-Closing Communications, and neither the Company nor its Subsidiary shall be deemed a holder thereof, (b) to the clients extent that files of EGS Holland & Knight in respect of such engagement and with respect to the negotiationSeller Pre–Closing Communications constitute property of the client, execution only the Seller and performance its Affiliates (and not the Company or its Subsidiary) shall hold such property rights and (c) Holland & Knight shall have no duty whatsoever to reveal or disclose any such attorney-client communications, files or the Seller Pre-Closing Communications to the Company or its Subsidiary by reason of this Agreement any attorney-client relationship between Holland & Knight and the Ancillary DocumentsCompany or its Subsidiary or otherwise. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely As to the Sponsor and Seller Pre-Closing Communications, the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company and its Affiliates) Subsidiary), together with any of their respective successors or assigns, agree that no such Person may use or rely on any applicable privileges of the Seller Pre-Closing Communications in any action or protections claim against or involving any of the Parties or any of their respective Non-Recourse Parties after the Closing. The Purchaser further agrees that, on its own behalf and on behalf of its subsidiaries (including, after the Closing, the Company and its Subsidiary), Holland & Knight’s retention by the Company and its Subsidiary shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The Purchaser hereby acknowledges and confirms that can or it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 11.18, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.18 is for the benefit of the Seller and Holland & Knight, and Holland & Knight is an intended third party beneficiary of this Section 11.18. This Section 11.18 shall be irrevocable, and no term of this Section 11.18 may be asserted to prevent disclosure amended, waived or modified, without the prior written consent of any such communications to any third partythe Seller and Holland & Knight. The covenants and obligations set forth in this Section 11.18 shall survive for ten (10) years following the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Water Works Company, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the PurchaserBuyer, Merger SubSub and Holdings hereby agree, on their own behalf and on behalf of their directors, managers, stockholders, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that (i) K&L Gates LLP (the Sponsor “Current Counsel”) may represent the Member Representative, the Members, and each of their respective Affiliates (individually and collectively, the “Member Group”), on the one hand, and Holdings and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Documents Agreements and the transactions contemplated hereby and therebyconsummation of the Contemplated Transactions (such representation, the “Current Representation”), and has also represented (ii) the Purchaser and/or its Affiliates Current Counsel (or any successor) may represent the Member Group or any member of the Member Group, in each case in connection with matters other than the transaction that is the subject any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorAgreement (any such representation, the Purchaser “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of Holdings, and/or the Company, and each of Buyer, Merger Sub and the Member Representative on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or their respective Affiliates any objection arising therefrom or relating thereto. Each of Buyer, Merger Sub and Holdings, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Member Group and the Current Counsel made in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company , any Ancillary Agreement or the Contemplated Transactions, or any matter relating to any of the foregoing, are privileged communications between the Member Group and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (Current Counsel and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaserneither Buyer, Merger Sub, Holdings, nor any SponsorPerson purporting to act on behalf of or through Buyer, the Purchaser Representative Merger Sub, Holdings or any of their respective Affiliates. The Parties acknowledge and agree thatthe Waiving Parties, for will seek to obtain the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled same by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyprocess.

Appears in 1 contract

Samples: Merger Agreement (Redfin Corp)

Legal Representation. The Parties agree that, notwithstanding Following consummation of the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubTransactions, the Purchaser Representative and/or Acquired Companies' current and former legal counsel (including K&E LLP) (each, "Company Counsel") may serve as counsel to each and any of the Sponsor Seller and its Non‑Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this AgreementAgreement or the Transactions, notwithstanding such representation or any continued representation of any other Person (including the Ancillary Documents Seller, Sun Capital Partners, Inc. and the transactions contemplated hereby and therebytheir respective Affiliates), and has also represented each of the Purchaser and/or parties hereto (on behalf of itself and each of its Affiliates in connection with matters other than the transaction that is the subject Non‑Recourse Parties) consents thereto and waives any conflict of this Agreement, EGS will be permitted in the future, after Closing, interest arising therefrom. The decision to represent any of the SponsorSeller and its Non‑Recourse Parties shall be solely that of any such Company Counsel. Any attorney‑client privilege, work product protection or expectation of confidentiality arising out of or as a result of any Company Counsel's representing of the Purchaser Representative or Acquired Companies in any matter relating in any way to the Seller, Sun Capital Partners, Inc. and their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by Transactions (collectively, the "Privileges") shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Transaction Agreement, hereby agreethe Privileges and all information, data, documents or communications, in advanceany format and by whomever possessed, covered by or subject to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorPrivileges (collectively, "Privileged Materials") shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Seller. For the avoidance of doubt, as to any Privileged Materials, the Purchaser Representative or their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserAcquired Companies, the Company and/or the Seller Representative or together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Privileged Materials in any Sponsor, action or claim against or involving any of the Purchaser Representative parties hereto or any of their respective AffiliatesNon-Recourse Parties after the Closing, and the Seller, Sun Capital Partners, Inc., and their respective Affiliates shall have the right to assert any of the Privileges against the Acquired Companies. The Parties acknowledge and Companies further agree that, for on their own behalf and on behalf of their respective Subsidiaries, any Company Counsel's retention by the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Acquired Companies shall be deemed completed and terminated without any further action by any Person effective as of the clients Closing. The Companies shall cause each of EGS their future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with respect to the negotiation, execution and performance terms of this Agreement Section 10.15 and take any and all other steps necessary to effect the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyagreements in this Section 10.15.

Appears in 1 contract

Samples: Equity Purchase Agreement (Vince Holding Corp.)

Legal Representation. The Parties agree thatEach of Parent, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the PurchaserParent, Merger SubSub and the Company hereby waives, the Purchaser Representative and/or the Sponsor and agrees to cause its controlled Affiliates to waive, any conflicts that may arise in connection with this AgreementXxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Orrick”) representing the Ancillary Documents and Representative, any of the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Seller Indemnitors or their respective Affiliates in connection with matters in which after the Closing as such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes representation arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with from the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Each of Parent, Merger Sub and the Company (on behalf of itself and its Affiliates) hereby agreeagrees that, in advance, to waive (the event that a dispute arises after the Closing from the transactions contemplated by this Agreement and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Ancillary Agreements between Parent or any of their respective Affiliates, including on the one hand, and the Representative and/or any matters that arise out of this Agreement Seller Indemnitors, on the other hand, Orrick may represent any or that are substantially related to this Agreement or to any prior representation by EGS all of the Purchaser, Merger Sub, any Sponsor, Representative and the Purchaser Seller Indemnitors in such dispute even though the interests of the Representative and the Seller Indemnitors may be directly adverse to Parent or any of their respective Affiliates, and even though Orrick formerly may have represented the Company. The Parties acknowledge and Parent further agree that, for as to all communications involving attorney-client confidences by the purposes Company, the Representative and/or the Sellers or their respective Affiliates in the course of, and to the extent relating to, the negotiation, documentation and consummation of the transactions contemplated by this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong with respect to the Privileged Communications belongs solely to the Sponsor Sellers and the Purchaser Representative, shall may be controlled by the Sponsor Sellers and the Purchaser Representative and shall will not pass to or be claimed by Purchaser Parent or any of their respective Affiliates (including, following the Surviving Corporation; providedClosing, furtherthe Company and its Subsidiaries). Accordingly, that nothing contained herein the Company and its Affiliates shall be deemed not have access to be any Privileged Communications, or to the files of Orrick relating to the engagement described in this Section, whether or not the Closing shall have occurred, and Orrick shall have no duty whatsoever to reveal or disclose any Privileged Communications or files to any of the Company and its Affiliates by reason of any attorney-client relationship between Orrick and any of the Company and its Affiliates. The Privileged Communications are the property of the Sellers and, from and after the Closing, none of Parent, their respective Affiliates (including, following the Closing, the Company and its Affiliates) or any Person purporting to act on behalf of or through Parent or such Affiliates will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. The Privileged Communications may be used by the Purchaser Sellers or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim for indemnification against the Seller Indemnitors under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Parent or any of their respective Affiliates and a third party (other than a party to this Agreement, any of its Affiliates or any Seller Indemnitor) after the Closing, Parent and/or their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel to such third party, provided, that none of Parent and their respective Affiliates (including, after following the Effective TimeClosing, the Surviving Corporation Company and its Affiliates) may waive such privilege without the prior written consent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythe Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logitech International S.A.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Xxxxxxxx Xxxxxxxx & Schole LLP (“EGS”) may have, prior to Closing, jointly represented the Purchaser, Merger SubPurchaser Parties, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of any Purchaser Party, the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries, and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Relativity Acquisition Corp)

Legal Representation. The Parties agree thatIn any proceeding by or against the Purchaser wherein the Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, the Operative Agreements, the Purchaser agrees in connection with such proceeding (a) that neither the Purchaser nor counsel therefor shall move to seek disqualification of the Seller Counsel, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against the Seller Counsel or the Seller or any of their Affiliates with respect to any communication or information contained in the Seller Counsel’s possession or files and (c) to consent to the representation of the Seller and its Affiliates by the Seller Counsel, notwithstanding that the fact that EGS Seller Counsel has or may havehave represented the Seller or any of its Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by the Operative Agreements), negotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to the Seller Counsel representing the Seller against the Purchaser or its Affiliates in litigation, jointly represented arbitration or mediation in connection with the PurchaserOperative Agreements or the transactions contemplated thereby. In addition, Merger Suball communications between the Seller and its Affiliates, on the one hand, and the Seller Counsel, on the other hand, to the extent related to this or any other proposed sale of the Purchased Assets, the Operative Agreements or the transactions contemplated thereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative and/or shall not have access to any such Seller Pre-Closing Communications or to the Sponsor files of the Seller Counsel relating to such engagement from and after the Closing and those portions of all books, records and other materials in connection any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such portions of such material and information shall be excluded from the transfer contemplated by this Agreement, . From and after the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective and its Affiliates shall maintain the confidentiality of all such portions of such material and information to the extent known by the Purchaser to be remaining in connection with matters in which such Persons are adverse to the possession of the Purchaser or any of its Affiliates. From and after the Closing, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests none of the Purchaser, its Affiliates and representatives shall intentionally access such portions of such materials to the Company and/or extent that it is reasonably apparent on its face that such portions of such material and information contain or reflect any of the Seller Representative Pre-Closing Communications or the work product of Seller Counsel or in any way, directly or indirectly, use or rely upon any such portions of such materials or information. To the extent that any such portions of such materials or information are not removed by the Seller prior to the Closing, they shall be held for the benefit of the Seller, and the Purchaser and its Affiliates shall use commercially reasonable efforts to deliver all such portions of such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof to the extent that there is a commercially reasonable manner of permanently deleting any electronic materials. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof and (ii) to the extent that files of the Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Seller and its Affiliates shall hold such property rights. As to the Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement Section 11.15, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 11.15 is for the benefit of the Seller, its Affiliates and the Seller Counsel, and the Affiliates of the Seller and the Seller Counsel are the intended third party beneficiary of this Section 11.15. This Section 11.15 shall be irrevocable, and no term of this Section 11.15 may be amended, waived or modified without the prior written consent of the Seller and the Seller Counsel. The covenants and obligations set forth in this Section 11.15 shall survive for 10 years following the Closing Date. Notwithstanding anything to the contrary in this Section 11.15, from and after the Closing neither the Purchaser nor any of its Affiliates or representatives shall have any obligation pursuant to this Section 11.15 or otherwise to search for or to locate any Seller Pre-Closing Communications or to safeguard against damage, destruction, loss, theft or destruction any Seller Pre-Closing Communications not known to the Purchaser or that are substantially related to this Agreement or to any prior representation by EGS not capable of being permanently deleted from electronic materials in a commercially reasonable manner, and neither the PurchaserSeller, Merger Sub, any Sponsor, the Purchaser Representative or nor any of their respective Affiliates. The Parties acknowledge and agree that, for its Affiliates or representatives or the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSeller Counsel, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by make any claim against the Purchaser or any of its Affiliates (includingarising as a result of the damage, after the Effective Timedestruction, the Surviving Corporation and its Affiliates) loss, theft or destruction of any applicable privileges Seller Pre-Closing Communications that were not known by the Purchaser to be in its possession or protections that can or may be asserted were not capable of being deleted from electronic materials in a commercially reasonable manner once they became known to prevent disclosure of any such communications to any third partythe Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Legal Representation. The Parties agree thatParent and the Company hereby agree, notwithstanding on their own behalf and on behalf of the fact that EGS may haveSurviving Corporation and their current and future directors, prior to Closingmanagers, jointly represented the Purchaserequityholders, Merger Submembers, partners, officers, employees and Affiliates and each of their successors and assigns (all such Persons, the Purchaser “Waiving Parties”), that K&E (or any successor thereto) may represent the Stockholders’ Representative and/or or any of the Sponsor other Equityholders, or any of their respective, direct or indirect, directors, managers, members, partners, officers, employees, equityholders or Affiliates thereof, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents and any agreement entered into in connection herewith or the transactions contemplated hereby and thereby(any such representation to be hereinafter referred to as the “Post-Closing Representation”) notwithstanding its prior representation of the Company or any Company Subsidiary thereof, and has also represented each of Parent and the Purchaser Company on behalf of itself and the Waiving Parties hereby consents thereto and waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Notwithstanding the foregoing or any other provision hereof, no conflict of interest or objection is waived arising from any representation other than solely representation of the Company or any Company Subsidiary prior to Closing. Each of Parent and the Company, for itself and the Waiving Parties, hereby acknowledges and agrees that all communications that are subject to the attorney-client privilege and/or its Affiliates the attorney work product doctrine or otherwise in furtherance of the provision of legal services among K&E, the Company, any Company Subsidiary, the Stockholders’ Representative and/or any Equityholder and/or any Representative of any of the foregoing made in connection with matters other than the transaction that is with, and concerning the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsormatter of, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser negotiation, preparation, execution, delivery and performance under, or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel any agreement entered into in connection with herewith, or the transactions contemplated by this Agreementhereby, hereby agree, in advance, to waive (are privileged communications and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong belongs solely to the Sponsor and Stockholders’ Representative and/or Equityholder, as applicable and, subject to the Purchaser Representativeexceptions set forth below, shall be exclusively controlled by the Sponsor and the Purchaser Representative thereby and shall not pass to or be claimed by Purchaser Parent or the Surviving Corporation; provided, furtherand from and after the Closing none of Parent, that the Surviving Corporation, any Subsidiary thereof or any other Person purporting to act on behalf thereof or any of the Waiving Parties, will seek to obtain the same by any process. Notwithstanding any of the foregoing: (a) nothing contained herein in this Section 8.15 shall be deemed to be a waiver of control by Parent or the Purchaser Company or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of Company Subsidiary over any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party of any communications between or among K&E, the Company, any Company Subsidiary, the Stockholders’ Representative and/or any Equityholder and/or any Representative; (b) nothing herein shall prevent Parent or the Company or any Company Subsidiary from requesting, using or accessing all communications between or among K&E, the Company, any Company Subsidiary, the Stockholders’ Representative and/or any Equityholder and/or any Representative in connection with any claim arising under or in connection with this Agreement or the transactions contemplated hereby or otherwise, so long as such communications are not subject to the attorney-client privilege or work product protection or otherwise in furtherance of the provision of legal services; and (c) in the event that a dispute or investigation or audit arises after the Closing between Parent, the Company or any Company Subsidiary, on the one hand, and a third party., on the other hand, Parent or the Company shall notify the Stockholders’ Representative if Parent, the Company or any Company Subsidiary requires access to any privileged or protected communications between K&E, the Company, any Company Subsidiary, the Stockholders’ Representative and/or any Equityholder and/or any Representative in order to assist in the response to or defense of the third-party claim, investigation, or audit; provided, to the extent such information is shared it shall be presumed to have been shared pursuant to the common interest doctrine. Notwithstanding anything to the contrary, for purposes of determining whether certain communications involving a K&E attorney providing legal services between or among Persons are entitled to the attorney-client privilege, it shall be presumed that all communications between such K&E attorney, on the one hand, and the Company, any Company Subsidiary, the Stockholders’ Representative or any Equityholders and/or any Representative thereof in connection with, and concerning the subject matter of, the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement or the transactions contemplated hereby or any matter relating to the foregoing, in each case, are communications in which legal services were sought and which communications were intended to be confidential. * * * * * Each of Parent, Merger Sub, the Company and the Stockholders’ Representative has executed this Agreement and Plan of Merger as of the date first above written. ALTEGRA HEALTH, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and CEO [Signature Page to Agreement and Plan of Merger] MEDIFAX-EDI, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary [Signature Page to Agreement and Plan of Merger] ALTO MERGER SUB INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary [Signature Page to Agreement and Plan of Merger] Solely in its capacity as the Stockholders’ Representative hereunder: PARTHENON INVESTORS, III L.P. By: PCap Partners III, LLC, its General Partner By: PCap III, LLC, its Managing Member By: PCP Managers, LLC, its Managing Member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Partner

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emdeon Inc.)

Legal Representation. The Parties agree thatPurchaser (on behalf of itself and on behalf of the Transferred Entities following the Closing Date) hereby agrees, notwithstanding the fact that EGS may haveon its own behalf and on behalf of its directors, prior to Closingmembers, jointly represented the Purchaserofficers, Merger Subemployees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“K&E”) (or any successor) may represent Parent or any director, member, partner, officer, employee or Affiliate of the Sponsor Parent Group, in each case, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary Documents Agreement or the Transactions notwithstanding its representation (or any continued representation) of Parent, the Sellers and/or the Transferred Entities, and Purchaser, on behalf of itself and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementWaiving Parties, hereby agree, in advance, to waive consents thereto and irrevocably waives (and to cause their Affiliates to waivewill not assert) any actual or potential conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that may hereafter arise in connection with EGS’s future representation of one the foregoing provision applies whether or more not K&E provides legal services to the Transferred Entities after the Closing Date. Purchaser, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Transferred Entities and/or any member of the SponsorParent Group and their counsel, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse including K&E, made prior to the interests of Closing to the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially extent related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement and Agreement, the Ancillary Documents. All such Agreement or the consummation of the Transactions, or any matter relating to any of the foregoing, are privileged communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall that do not pass to or be claimed the Transferred Entities (after the Closing) notwithstanding the Transactions, and instead remain with and are controlled by Purchaser or Parent (the Surviving Corporation“Privileged Communications”); provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation and its AffiliatesTransferred Entities) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. Purchaser and the Transferred Entities, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Transferred Entities, or otherwise, in any action against or involving any of the parties after the Closing; and Purchaser and the Transferred Entities agree not to assert that the privilege has been waived as to the Privileged Communication that may be located in the records or email server of the Transferred Entities. Each party hereby agrees, on its own behalf and on behalf of its Affiliates and each of their respective directors, equityholders, officers, employees and Representatives, that, except as otherwise set forth above relating to the Privileged Communications, all other confidential and privileged information relating to the Business or the Transferred Entities belong to Purchaser and, following the Closing, Purchaser shall have full rights with respect thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carlisle Companies Inc)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Pubco, Merger Sub, Sub and the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Purchaser, the Company and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Pubco, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)

Legal Representation. The Parties Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, partners, officers, employees and Affiliates, that Wachtell, Lipton, Xxxxx & Xxxx may serve as counsel to each and any Shareholder and its Affiliates (individually and collectively, the “Shareholder Group”), on the one hand, and the Company and the Company Subsidiary, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the Merger and the other transactions contemplated hereby, Wachtell, Lipton, Xxxxx & Xxxx (or any successor) may serve as counsel to each and any member of the Shareholder Group or any director, partner, officer, employee or Affiliate of any member of the Shareholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto (including, but not limited to, the Surviving Company) hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any controlled Affiliate thereof to consent to waive any conflict of interest arising from such representation. Parent and Merger Sub agree that, notwithstanding the fact that EGS may have, as to all communications prior to Closingthe Closing among Wachtell, jointly represented the PurchaserLipton, Merger SubXxxxx & Xxxx, the Purchaser Representative and/or Company and the Sponsor in connection with this AgreementCompany Subsidiary, the Ancillary Documents Shareholders and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates that relate in connection with matters in which such Persons are adverse any way to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sponsor Shareholders and the Purchaser Representativetheir respective Affiliates, shall as applicable, and may be controlled by the Sponsor Shareholders and the Purchaser Representative their respective Affiliates and shall not pass to or be claimed by Purchaser Parent, Merger Sub or the Surviving Corporation; providedCompany or the Company Subsidiary. Notwithstanding the foregoing, furtherin the event that a dispute arises between Parent, that nothing contained herein shall be deemed Merger Sub or the Surviving Company or the Company Subsidiary and a third party other than a party to be a waiver by the Purchaser or any of its Affiliates (including, this Agreement after the Effective TimeClosing, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Wachtell, Lipton, Xxxxx & Xxxx to such communications to any third party; provided, however, that the Surviving Company may not have access to such confidential communications or waive such privilege without the prior written consent of the holders of a majority of the Shareholder Group. This Section 9.14 is for the benefit of the Shareholder Group and such persons are intended third-party beneficiaries of this Section 9.14.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prudential Financial Inc)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subthe Sellers and the Company hereby agree, on their own behalf and on behalf of their directors, shareholders, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that (i) Goodmans LLP may represent any of the Sponsor Sellers and each of their Affiliates, other than the Company and Company’s Subsidiaries (individually and collectively, the “Seller Group”), on the one hand, and the Company and Company’s Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and the consummation of the transactions contemplated hereunder or under the other Transaction Documents (such representation, the “Current Representation”), and (ii) Goodmans LLP (or any successor) may represent the Seller Group or any member of the Seller Group or any director, shareholder, partner, officer, employee or Affiliate of the Seller Group or any member of the Seller Group, other than the Company and Company’s Subsidiaries, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary other Transaction Documents and the other documents contemplated hereunder and the consummation of the transactions contemplated hereby and therebyhereunder or under the other Transaction Documents (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Company or Company’s Subsidiaries, and has also represented each of the Purchaser and/or its Affiliates and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of the Purchaser and the Company acknowledge that the foregoing provision applies whether or not Goodmans LLP provides legal services to either of the Company or any of Company’s Subsidiaries after the Closing Date. Each of the Purchaser and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their counsel, including Goodmans LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company , the other Transaction Documents and the Seller Representative, who are or have other documents contemplated hereunder and the right to be represented by independent counsel in connection with consummation of the transactions contemplated by this Agreementhereunder or under the other Transaction Documents, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, are privileged communications between the Purchaser Representative or their respective Affiliates in which the interests of Seller Group and such Person are adverse to the interests counsel and none of the Purchaser, the Company, or any Person purporting to act on behalf of or through the Purchaser or the Company and/or the Seller Representative or any of their respective Affiliatesthe Waiving Parties, including will seek to obtain the same by any matters that arise out process. From and after the Closing, each of this Agreement or that are substantially related to this Agreement or the Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any prior representation by EGS of communication between Goodmans LLP and the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Company or any of Person in the Seller Group occurring during the Current Representation in connection with any Post-Closing Representation. Notwithstanding anything to the contrary in this Section 13.18, neither the Sellers’ Agent nor any Seller may assert (or cause to be asserted on their respective Affiliates. The Parties acknowledge and agree that, for the purposes of behalf) the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to any communication that reflects any fraud with respect to the negotiation, execution and performance of this Agreement and transactions contemplated hereunder or under the Ancillary other Transaction Documents. All such communications shall remain privileged after Further, in the Closing and event that a dispute arises between the privilege and Purchaser, the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (including, Company’s Subsidiaries and a third party other than a party to this Agreement after the Effective TimeClosing, the Surviving Corporation Company and its Affiliates) of any applicable privileges or protections that can or Company’s Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Goodmans LLP (or any successors), the Sellers’ Agent or any of Sellers to such communications to any third party; provided, however, that the Company and Company’s Subsidiaries may not waive such privilege without the prior written consent of the Sellers’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Stock Purchase Agreement (TreeHouse Foods, Inc.)

Legal Representation. 140 The Parties Members agree thatthat the law firm of _________________ (“Counsel”), notwithstanding represents only the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject preparation of this Agreement, EGS will and has not offered any Member or other Person any advice regarding the advisability of entering into this Agreement. Each Person executing this Agreement further acknowledges and agrees: actual or potential conflicts of interest exist between the Company and the Members, Counsel does not represent any individual Member and neither this Agreement nor the transactions and Company operations contemplated by this Agreement are intended to of do create an attorney/client relationship between Counsel and any of the Member in connection with the preparation of this Agreement or the operations and business of the Company pursuant to this Agreement; Counsel has not been engaged to protect or represent the individual interests of the Members or any other Person who becomes a Member of the Company (who shall be permitted in deemed to be Members from the futuredate of this Operating Agreement solely for the purposes of this Section 13.18), after Closing, or to represent the Sponsorinterests of the spouses of Members, equity holders of the Purchaser Representative Members or their respective Affiliates the spouses of the equity holders of the Members, in connection with matters in which such Persons are adverse to the Purchaser or any preparation of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company , and the Seller Representative, who are or have Company has engaged no other legal counsel to act in such capacity; the right to interests of such Person (other than the Company) will not be represented by independent legal counsel in connection with the transactions contemplated by preparation of this Agreement or the business and operations of the Company unless such Person engages counsel on their own behalf, and Counsel cannot act as such counsel, and such Person has been advised to retain independent legal, tax, and accounting advice and representation of their own choosing for purposes of representing their individual interests with respect to the subject matter of this Agreement, ; such Person has been given reasonable time and opportunity to obtain such advice and representation; and such Person has obtained such independent advice and representation as they have deemed necessary and appropriate in the circumstances at his or her own expense without expecting the Company to reimburse such Person for such fees or other expenses. such Person (i) has carefully considered the foregoing and hereby agree, in advance, to waive approves Counsel’s representation of the Company and understands that Counsel does not represent such Person (and to cause their Affiliates to waiveother than the Company) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation the preparation of one or more this Agreement; (ii) acknowledges the likelihood that, under the laws and ethical rules governing the conduct of the Sponsorattorneys, the Purchaser Representative or their respective Affiliates in which the interests of Counsel would be precluded from representing such Person are adverse to in connection with any dispute involving the Company or the Members; and (iii) agrees that, in the event of a dispute between the Company and such Person, Counsel may represent the interests of the PurchaserCompany; the approvals, acknowledgments and waivers made pursuant to this Section 13.18 do not reflect or create a right under this Agreement on the part of such Person (other than the Company) to approve the selection of legal counsel to the Company, and nothing in this Section 13.18 shall preclude the Company and/or from selecting different legal counsel at any time in the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyfuture.

Appears in 1 contract

Samples: www.bfwlaw.com

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Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Rxxxx, P.C. (“Rimon”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS Rimon will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Purchaser, Sponsor or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Parent, the Company, Pubco and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSRxxxx’s future representation of one or more of the SponsorPurchaser, the Purchaser Representative Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserParent, the Company and/or the Seller Representative Company, Pubco or Merger Sub or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Rimon of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Rimon with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Parent, the Company, Pubco or the Surviving CorporationMerger Sub; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Aetherium Acquisition Corp)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative Sub and/or the Sponsor Sponsors in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor, the Purchaser Representative Sponsors or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are or have the right to be is represented by independent counsel in connection with the transactions contemplated by this Agreement, and the Purchaser hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsors or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, Purchaser and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative Sponsors shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsors, shall be controlled by the Sponsor and the Purchaser Representative Sponsors and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stellar Acquisition III Inc.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSPAC, the Purchaser SPAC Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented SPAC, the Purchaser SPAC Representative, the Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this AgreementTransactions, EGS will be permitted in the future, after the Closing, to represent the SponsorSPAC Representative, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Pubco, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, the Merger Subs and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation after the Closing of one or more of the SponsorSPAC Representative, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserPubco, the Company Surviving Subsidiaries and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any SponsorSPAC, the Purchaser Representative SPAC Representative, the Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser SPAC Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor to, and the Purchaser Representative, shall be controlled by by, the SPAC Representative and the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries or their respective Affiliates; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)

Legal Representation. The Parties agree thatBuyer, notwithstanding on behalf of itself and its Affiliates (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubBlockers, the Purchaser Representative and/or Company and the Sponsor in connection with this AgreementCompany’s Subsidiaries) acknowledges and agrees that Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has acted as counsel for the Sellers Representative, the Ancillary Documents Blockers, the Company and certain of their respective Affiliates (including certain of the Sellers) for several years and that the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx and their respective Affiliates reasonably anticipate that Xxxxxx Xxxx will continue to represent them in future matters. Accordingly, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers, the Company and the transactions contemplated hereby and therebyCompany’s Subsidiaries), and has also expressly consents to: (a) Xxxxxx Xxxx’x representation of the Sellers Representative, those Sellers previously represented the Purchaser by Xxxxxx Xxxx and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters any post-Closing matter in which such Persons are adverse to the Purchaser or interests of the Buyer, the Blockers and the Company (including any of its Subsidiaries), on the one hand, and the Sellers Representative, the Sellers or their respective Affiliates, on the other hand, are adverse, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right matter relating to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement or any disagreement or dispute relating thereto, hereby agreeand whether or not such matter is one in which Xxxxxx Xxxx may have previously advised the Sellers Representative, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorthose Sellers previously represented by Xxxxxx Xxxx, the Purchaser Representative Blockers, the Company or their respective Affiliates in which and (b) the interests of such Person are adverse disclosure by Xxxxxx Xxxx to the interests Sellers Representative, the Sellers or their respective Affiliates of any information learned by Xxxxxx Xxxx in the course of its representation of the PurchaserSellers Representative, those Sellers previously represented by Xxxxxx Xxxx, the Blockers, the Company and/or the Seller Representative or any of their respective Affiliates, whether or not such information is subject to attorney-client privilege or Xxxxxx Xxxx’x duty of confidentiality. Furthermore, the Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers and the Company and the Company’s Subsidiaries) irrevocably waive, from and after Closing, any right they may have to discover or obtain information or documentation relating to the representation of the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx, the Blockers and the Company (including any matters of its Subsidiaries) or their respective Affiliates by Xxxxxx Xxxx in the transactions contemplated hereby, to the extent that arise out such information or documentation was privileged. The Buyer, on behalf of itself and its Affiliates (including after the Closing, the Blockers and the Company and the Company’s Subsidiaries) further covenants and agrees that each shall not assert any claim against Xxxxxx Xxxx in respect of legal services provided to the Blockers or the Company (including any of its Subsidiaries) or their respective Affiliates by Xxxxxx Xxxx in connection with this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsortransactions contemplated hereby. Upon and after the Closing, the Purchaser Representative or Blockers and the Company and the Company’s Subsidiaries shall cease to have any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilegerelationship with Xxxxxx Xxxx, unless and to the Sponsor extent Xxxxxx Xxxx is specifically engaged in writing by the Blockers or the Company or such Subsidiary to represent the Blockers or the Company after the Closing and the Purchaser Representative shall be deemed the clients either such engagement involves no conflict of EGS interest with respect to the negotiationSellers Representative, execution and performance those Sellers previously represented by Xxxxxx Xxxx or their respective Affiliates or the Sellers Representative, those Sellers previously represented by Xxxxxx Xxxx or their respective Affiliates, as applicable, consent in writing at the time to such engagement. Any such representation of this Agreement and the Ancillary Documents. All such communications shall remain privileged Blockers, the Company or any of the Company’s Subsidiaries by Xxxxxx Xxxx after the Closing shall not affect the foregoing provisions hereof. If and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and extent that, at any time subsequent to the Purchaser RepresentativeClosing, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Buyer or any of its Affiliates (including, including after the Effective TimeClosing, the Surviving Corporation Blockers and the Company and the Company’s Subsidiaries) shall have the right to waive any attorney-client privilege with respect to any communication between the Blockers, the Company (including any of its Subsidiaries) or their respective Affiliates and any Person representing them that occurred at any time prior to the Closing, the Buyer, on behalf of itself and its AffiliatesAffiliates (including after the Closing, the Blockers and the Company (including any of its Subsidiaries)) shall be entitled to waive such privilege (a) only with the prior written consent of the Sellers Representative (not to be unreasonably withheld, conditioned or delayed) or (b) if the Buyer and its Affiliates (including after the Closing, the Blockers and the Company (including any applicable privileges or protections that can or may of its Subsidiaries)) will be asserted to prevent disclosure of any materially and adversely affected if such communications to any third partyprivilege is not waived.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mattress Firm Holding Corp.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or its SPAC, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Xxxxxx will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser Holdings, SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Holdings and the Seller RepresentativeCompany Shareholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Xxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserHoldings, SPAC, the Company and/or and the Seller Representative Company Shareholders or any of their respective Affiliates, including Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Xxxxxx of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Xxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings, SPAC; provided, provided further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Holdings, SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Air Water Co)

Legal Representation. The Parties agree that(a) Each of SPAC and the Company hereby agrees on its own behalf and on behalf of its directors, notwithstanding members, managers, partners, officers, employees, stockholders and Affiliates and each of their respective successors and assigns (including after the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSurviving Company) (all such parties, the Purchaser Representative and/or “W&C Waiving Parties”), that White & Case LLP (“W&C”) may represent the shareholders or holders of other equity interests of the Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “W&C WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, the any Ancillary Documents and Agreement or the transactions contemplated hereby and or thereby, notwithstanding its prior representation of the Sponsor, SPAC and has also represented its Subsidiaries, or other W&C Waiving Parties. Each of SPAC and the Purchaser and/or Company, on behalf of itself and the W&C Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the Sponsor, SPAC and its Affiliates Subsidiaries, or other W&C Waiving Parties. Each of SPAC and the Company, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, SPAC, or its Subsidiaries, or any other member of the W&C WP Group, on the one hand, and W&C (in its role as counsel to SPAC), on the other hand, made prior to the Closing, in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or Action arising out of, of or related relating to, this Agreement. The Company and the Seller Representative, who are any Ancillary Agreements or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreementhereby or thereby, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse privileged communications that do not pass to the interests of Surviving Company notwithstanding the PurchaserMerger, and instead survive, remain with and are controlled by the Company and/or W&C WP Group (the Seller Representative or “W&C Privileged Communications”), without any waiver thereof. SPAC and the Company, together with any of their respective Affiliates, including Subsidiaries, successors or assigns, agree that no Person may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserW&C Privileged Communications, Merger Subwhether located in the records or email server of the Surviving Company and its Subsidiaries, in any Sponsor, the Purchaser Representative Action against or involving any of their respective Affiliates. The Parties acknowledge the parties after the Closing, and SPAC and the Company agree thatnot to assert that any privilege has been waived as to the W&C Privileged Communications, for the purposes by virtue of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyMerger.

Appears in 1 contract

Samples: Business Combination Agreement (HH&L Acquisition Co.)

Legal Representation. The Parties agree that, notwithstanding Each of the fact parties to this Agreement acknowledges that EGS may have, prior Xxxxx Day currently serves as counsel to Closing, jointly represented both (a) the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor Company and its Subsidiaries and (b) Seller in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Documents Agreement and the transactions contemplated hereby consummation of the Contemplated Transactions (the “Representation”). There may come a time, including after consummation of the Contemplated Transactions, when the interests of Seller and therebythe Company or any of its Subsidiaries may no longer be aligned or when, for any reason, Seller, Xxxxx Day or the Company or any of its Subsidiaries believes that Xxxxx Day can or should no longer represent both Seller and has also represented the Purchaser and/or Company or any of its Affiliates Subsidiaries. The parties understand and specifically 121 agree that Xxxxx Day may withdraw from representing the Company and its Subsidiaries and continue to represent Seller, even if the interests of Seller and the interests of the Company or its Subsidiaries are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the Contemplated Transactions, and even though Xxxxx Day may have represented the Company and its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters other than for the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser Company or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and Holdings and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Company hereby agree, in advance, to consent thereto and waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more arising therefrom. Each of the Sponsorparties further agrees that, as to all communications with respect to the Representation among Xxxxx Day, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company and/or the Seller Representative or any of their respective Affiliatesits Subsidiaries and Seller, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Seller and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates (includingAffiliates. In addition, after if the Effective TimeContemplated Transactions are consummated, the Surviving Corporation Company and its AffiliatesSubsidiaries shall have no right of access to or control over any of Xxxxx Day’s records related to the Representation, which shall become the property of (and be controlled by) Seller. Furthermore, in the event of a dispute between Seller and the Company or any applicable privileges of its Subsidiaries arising out of or protections that can relating to the Representation, none of the attorney-client privilege, the expectation of client confidence or may be asserted to prevent disclosure of any such communications other rights to any third partyevidentiary privilege will protect from disclosure to Seller any information or documents developed or shared during the course of the Representation.

Appears in 1 contract

Samples: Equity Purchase and Contribution Agreement (Select Medical Corp)

Legal Representation. The Parties agree that, notwithstanding It is acknowledged by each of the fact parties hereto that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany, the Purchaser Equityholders’ Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby Principal Stockholders (and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse Affiliates) have retained Xxxxxx & Xxxxxxx LLP (“Sellers’ Counsel”) to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent act as their counsel in connection with the transactions contemplated by this Agreement, hereby agree, and that Sellers’ Counsel has not acted as counsel for any other Person in advance, to waive (connection with the transactions contemplated hereby and to cause their Affiliates to waive) any actual that no other party or potential Person has the status of a client of the Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. Parent, Merger Sub and the Surviving Corporation hereby agree that, in the event that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsora dispute arises between Parent, Merger Sub, the Purchaser Representative Company or any of their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserEquityholders’ Representative, the Company and/or the Seller Representative Principal Stockholders or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of Sellers’ Counsel may represent the Purchaser, Merger Sub, any SponsorEquityholders’ Representative, the Purchaser Representative Principal Stockholders or any of their respective Affiliates in such dispute even though the interests of the Equityholders’ Representative, the Principal Stockholders or any of their respective Affiliates may be directly adverse to Parent, Merger Sub, the Company, the Surviving Corporation or any of their respective Affiliates and even though Sellers’ Counsel may have represented the Company in a matter substantially related to such dispute, and Parent, Merger Sub, the Company, the Surviving Corporation and their respective Affiliates hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. The Parties acknowledge Each of Parent, Merger Sub and agree the Company further agrees that, for as to all pre-Closing communications among Sellers’ Counsel, the purposes Company and any stockholder of the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sponsor and the Purchaser Equityholders’ Representative, shall the Principal Stockholders and their respective Affiliates, as applicable, and may be controlled by the Sponsor Equityholders’ Representative, the Principal Stockholders and the Purchaser Representative their respective Affiliates and shall not pass to or be claimed by Purchaser or Parent, Merger Sub, the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeCompany, the Surviving Corporation or any of their respective Affiliates; provided, however, that the foregoing sentence will not be applicable with respect to disputes or claims arising under Article IX of the Merger Agreement. Parent, Merger Sub and its Affiliates) the Company agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis Section 10.16.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shire PLC)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, such proceeding (a) to represent the Sponsor, waive any right the Purchaser Representative may have to assert the attorney-client privilege against Seller Counsel or the Seller or any of their respective Affiliates with respect to any communication or information contained in connection with matters in which such Persons are adverse Seller Counsel’s possession or files without the prior written consent of the Seller and (b) to consent to the Purchaser representation of the Seller and its Affiliates by Seller Counsel, notwithstanding that Seller Counsel has or may have represented the Seller or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to Seller Counsel representing the Seller against the Purchaser or its Subsidiaries in advancelitigation, to waive (and to cause their Affiliates to waive) any actual - 92 - arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated by this Agreement. In addition, all communications exclusively between the Seller, on the one or more hand, and Seller Counsel, on the other hand, related to this sale of the SponsorPurchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative shall not have access to any such Seller Pre-Closing Communications or their respective Affiliates in which the interests of such Person are adverse to the interests files of Seller Counsel relating to such engagement from and after the Closing, and all books, records and other materials in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement. From and after the Closing, the Purchaser and its Affiliates shall maintain the confidentiality of all such material and information. From and after the Closing, none of the Purchaser, its Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. Without limiting the Company and/or generality of the foregoing, from and after the Closing, the Seller Representative or and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof. As to Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 12.14, including the opportunity to this Agreement or discuss with counsel such matters and reasonable alternatives to any prior representation by EGS such terms. This Section 12.14 is for the benefit of the PurchaserSeller and Seller Counsel and Seller Counsel is the intended third party beneficiary of this Section 12.14. This Section 12.14 shall be irrevocable, Merger Suband no term of this Section 12.14 may be amended, any Sponsorwaived or modified, without the Purchaser Representative or any prior written consent of their respective Affiliatesthe Seller and Seller Counsel. The Parties acknowledge covenants and agree that, obligations set forth in this Section 12.14 shall survive for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after ten (10) years following the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDate.

Appears in 1 contract

Samples: Agreement (Rayonier Advanced Materials Inc.)

Legal Representation. The Parties agree that, notwithstanding Following consummation of the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subtransactions contemplated hereby, the Purchaser Representative and/or Company's and its Subsidiaries' current and former legal counsel (including K&E LLP and Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx LLP) (each, "Company Counsel") may serve as counsel to each and any of the Sponsor Representative, the Sellers and their respective Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Documents and Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Representative and therebyits Affiliates), and has also represented each of the Purchaser and/or parties hereto (on behalf of itself and each of its Affiliates in connection with matters other than the transaction that is the subject Non-Recourse Parties) consents thereto and waives any conflict of this Agreement, EGS will be permitted in the future, after Closing, interest arising therefrom. The decision to represent any of the SponsorRepresentative, the Purchaser Representative or Sellers and their respective Affiliates in connection with matters in which Non-Recourse Parties shall be solely that of any such Persons are adverse to Company Counsel. Any attorney-client privilege, work product protection or expectation of confidentiality arising out of or as a result of any Company Counsel's representing of the Purchaser Company or any of its Affiliates, including Subsidiaries in any disputes arising out of, matter relating in any way to the Representative and its Affiliates or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement (collectively, hereby agreethe "Privileges") shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in advanceany format and by whomever possessed, covered by or subject to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorPrivileges (collectively, "Privileged Materials") shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Representative. For the avoidance of doubt, as to any Privileged Materials, the Purchaser Representative or their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserCompany, the Company and/or the Seller Representative or together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Privileged Materials in any Sponsor, action or claim against or involving any of the Purchaser Representative parties hereto or any of their respective AffiliatesNon-Recourse Parties after the Closing, and the Representative and its Affiliates shall have the right to assert any of the Privileges against the Company and its Subsidiaries. The Parties acknowledge and agree Purchaser further agrees that, for on its own behalf and on behalf of its Subsidiaries (including, following the purposes of the attorney-client privilegeClosing, the Sponsor and Company), any Company Counsel's retention by the Purchaser Representative Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the clients Closing. The Company shall cause each of EGS its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.15 and take any and all other steps necessary to effect the agreements in this Section 13.15. Notwithstanding the foregoing or anything else to the contrary set forth herein, in the event that a dispute (including with respect to the negotiation, execution and performance of this Agreement and or any of the 67 Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by ) arises between the Purchaser or any of its Affiliates Subsidiaries (including the Company and its Subsidiaries), on the one hand, and a third party (including, after for the Effective Timeavoidance of doubt, a Governmental Body) other than a Seller or their respective Non-Recourse Parties, on the other hand, the Surviving Corporation Purchaser or any of its Subsidiaries (including the Company and its Affiliates) of any applicable privileges or protections that can or Subsidiaries), as applicable, may be asserted assert the attorney-client privilege with respect to Privileged Materials to prevent disclosure of any such confidential communications to such third party and such Privileged Materials shall be deemed to belong, and be controlled by, the Purchaser or any third partyof its Subsidiaries (including the Company and its Subsidiaries) for such limited purpose.

Appears in 1 contract

Samples: Unit Purchase Agreement (Arcosa, Inc.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that each of EGS and GGS may have, prior to the Closing, jointly represented the Purchaser, Merger SubSPAC, the Purchaser SPAC Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser SPAC, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, each of EGS and GGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser SPAC Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company the Company Representative and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s ’ and GGS’ future representation of one or more of the Sponsor, the Purchaser SPAC Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserMerger Sub, SPAC the Company Representative and/or the Seller Representative Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS and GGS of the Purchaser, Merger Sub, any Sponsor, SPAC, the Purchaser SPAC Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser SPAC Representative shall be deemed the clients of each of EGS and GGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser SPAC Representative, shall be controlled by the Sponsor and the Purchaser SPAC Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationSPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Keyarch Acquisition Corp)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco, Merger Sub and the Seller RepresentativeSellers, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Pubco, Merger Sub, Purchaser, the Company Company, and/or the Seller Representative Sellers or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Twelve Seas Investment Co)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Nxxxxx Xxxxxxx of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Corp)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS VCL Law LLP (“VCL”) may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative Parties and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will VCL shall be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSVCL’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS VCL of any Purchaser Party or the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS VCL with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationSubsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Corporation Subsidiaries, and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Mars Acquisition Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Purchaser and Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are or which is have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agreeagrees, in advance, to waive (and to cause their its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, the Sellers and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company Company, the Sellers and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any the Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationTarget Companies; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Target Companies and its their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Apeiron Capital Investment Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative nor counsel therefor will move to seek disqualification of Seller Counsel, (b) to waive any right the Purchaser may have to assert the attorney-client privilege against Seller Counsel or the Seller or any of their respective Affiliates with respect to any communication or information contained in connection with matters in which such Persons are adverse Seller Counsel’s possession or files and (c) to consent to the Purchaser representation of the Seller and its Affiliates by Seller Counsel, notwithstanding that Seller Counsel has or may have represented the Seller or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent and waiver extends to Seller Counsel representing the Seller against the Purchaser or its Subsidiaries in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of this Agreement or the transactions contemplated by this Agreement. In addition, all communications between the Seller, on the one hand, and Seller Counsel, on the other hand, related to this or more any other proposed sale of the SponsorPurchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Seller and its Affiliates (the “Seller Pre-Closing Communications”). Accordingly, the Purchaser Representative shall not have access to any such Seller Pre-Closing Communications or their respective Affiliates in which the interests of such Person are adverse to the interests files of Seller Counsel relating to such engagement from and after the Closing, and all books, records and other materials in any medium (including electronic copies) containing or reflecting any of the Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby retained by, assigned and transferred to the Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be delivered to the Seller immediately prior to the Closing with no copies thereof retained by the Purchaser or any of the Purchaser’s Affiliates or representatives. From and after the Closing, the Purchaser and its Affiliates shall maintain the confidentiality of all such material and information. From and after the Closing, none of the Purchaser, its Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. To the Company and/or extent that any such materials or information are not delivered to the Seller Representative prior to the Closing, they will be held for the benefit of the Seller, and the Purchaser and its Affiliates will deliver all such material and information to the Seller promptly upon discovery thereof, without using or retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) the Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof, and (b) to the extent that files of Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Seller and its Affiliates shall hold such property rights. As to Seller Pre-Closing Communications, the Purchaser and the Seller, together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 11.14, including the opportunity to this Agreement or discuss with counsel such matters and reasonable alternatives to any prior representation by EGS such terms. This Section 11.14 is for the benefit of the PurchaserSeller and Seller Counsel and Seller Counsel is the intended third party beneficiary of this Section 11.14. This Section 11.14 shall be irrevocable, Merger Suband no term of this Section 11.14 may be amended, any Sponsorwaived or modified, without the Purchaser Representative or any prior written consent of their respective Affiliatesthe Seller and Seller Counsel. The Parties acknowledge covenants and agree that, obligations set forth in this Section 11.14 shall survive for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after ten (10) years following the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyDate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rayonier Advanced Materials Inc.)

Legal Representation. The Parties Buyer (on behalf of itself and the Surviving Corporation) and Sellers agree that, notwithstanding any current or prior representation of any Seller by Faegre Drinker Xxxxxx & Xxxxx LLP ("Faegre"), Faegre shall be allowed to represent any Seller, Sellers' Representative or any of their Affiliates in any matters and disputes adverse to Buyer or the fact Surviving Corporation that EGS may haveeither is existing on the date hereof or that arises in the future and, prior in each case, relates to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby. Buyer (on behalf of itself and the Surviving Corporation) hereby (a) waives any claim that it has or may have that Faegre has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute arises with respect to matters related to this Agreement or any Ancillary Documents Agreement and the transactions contemplated hereby and therebyor thereby after the Closing between Buyer or the Surviving Corporation, on the one hand, and has also represented any Seller or any of their respective Affiliates, on the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreementhand, EGS will be permitted in the future, after Closing, to Faegre may represent the Sponsor, the Purchaser Representative such Seller or their respective Affiliates in connection with matters in which such Persons are dispute even though the interests of such Seller or their respective Affiliates may be directly adverse to Buyer or the Purchaser Surviving Corporation and even though Faegre may have represented the Company in a matter substantially related to such dispute, or handled matters for the Company at any time prior to the Closing. Buyer (on behalf of itself and the Surviving Corporation) and Sellers each further agree that any and all documents in Faegre's files which constitute attorney-client privileged communications or attorney work-product relating to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby, in each case, relating to periods prior to the Closing which constitute attorney-client privileged communications or attorney work-products shall be the property of its Affiliates, including any disputes arising out of, and shall be retained by Faegre and shall not be delivered to Buyer or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel Surviving Corporation in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.* * * * *

Appears in 1 contract

Samples: Agreement and Plan of Merger (Redwire Corp)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubHoldings, the Purchaser Representative and/or the Sponsor Insiders in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorInsiders, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeSeller, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the SponsorInsiders, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger SubHoldings, any SponsorInsider, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Insiders and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Insiders and the Purchaser Representative, shall be controlled by the Sponsor Insiders and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation and its AffiliatesTarget Companies) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Andina Acquisition Corp. III)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Rxxxx, P.C. may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or and its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Rimon, P.C. will be permitted in the future, after Closing, to represent Purchaser, the Sponsor, the Purchaser Representative or their respective Affiliates Affiliates, in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Company Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSRimon, P.C.’s future representation of one or more of Purchaser, the Sponsor, the Purchaser Representative or their respective Affiliates Affiliates, in which the interests of such Person are adverse to the interests of the Purchaser, the Company Company, and/or the Seller Company Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Rxxxx, P.C. of the Sponsor, Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Rimon, P.C. with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing End Date and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative Representative, and shall not pass to or be claimed by Purchaser or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Purchaser, or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Implementation and Business Combination Agreement (Canna-Global Acquisition Corp)

Legal Representation. The Parties agree thatEach Party acknowledges and agrees, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents on its own behalf and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any on behalf of its Affiliates, including that (a) Faegre Xxxxx Xxxxxxx LLP, an Illinois limited liability partnership (along with any disputes arising out ofpredecessor or successor, “FaegreBD”), has served as legal counsel to the Acquired Companies from time to time and that FaegreBD’s services for the Acquired Companies have included representation regarding aspects of the transactions contemplated herein and other matters and (b) after Closing, FaegreBD may serve as legal counsel to the Sellers’ Representative, any Seller, any Affiliate of any Seller, or related toany director, this Agreement. The Company and officer, member, partner or employee of any of the Seller Representative, who are or have the right to be represented by independent counsel foregoing in connection with the transactions contemplated by this Agreementherein (including any claim or other Proceeding relating hereto) or any other matter, notwithstanding such other representation (or any continued representation). Each Party (on its and its Affiliates behalf) hereby agree, in advance, consents to waive (such representation and to cause their Affiliates to waive) waives any actual or potential conflict of interest that may hereafter arise relating thereto. Notwithstanding the foregoing, (a) FaegreBD does not currently represent any Seller (and there is no attorney‑client relationship between FaegreBD and any Seller) and (b) the receipt by FaegreBD of any notice or communication hereunder (including as contemplated under Section 9.1) or any action on behalf of any other Party does not create any such representation or relationship. In addition, all communications involving attorney-client confidences among the Acquired Companies and FaegreBD in connection with EGS’s future representation of one or more the course of the Sponsornegotiation, documentation and consummation of the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse transactions contemplated herein will be deemed to be attorney-client confidences that belong solely to the interests Sellers (and not the Surviving Corporation or its Subsidiaries) and may be controlled by Sellers’ Representative. Without limiting the generality of the Purchaserforegoing, (a) upon and after the Company and/or Closing, (1) the Seller Representative Sellers and their Affiliates (and not the Surviving Corporation or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of its Subsidiaries) will be the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes sole holders of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to the negotiation, execution documentation and performance consummation of this Agreement the transactions contemplated herein (collectively, the “Pre-Sale Communications”), and none of the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely Surviving Corporation or its Subsidiaries will be a holder thereof, (2) to the Sponsor extent that files of FaegreBD with respect to the negotiation, documentation and consummation of the Purchaser Representativetransactions contemplated herein constitute property of the client, shall be controlled by only the Sponsor Sellers and the Purchaser Representative their Affiliates (and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed Corporation or its Subsidiaries) will hold such property rights and (3) FaegreBD will have no duty whatsoever to be a waiver by reveal or disclose the Purchaser Pre-Sale Communications of files pertaining to the Pre-Sale Communications to the Surviving Corporation or any of its Affiliates Subsidiaries by reason of any attorney-client relationship between FaegreBD and the Acquired Companies or otherwise; and (includingb) it would be impracticable to remove from the records (including emails and other electronic files) of the Acquired Companies any privileged communications with FaegreBD and therefore the Parties agree that no waiver of any applicable attorney-client, after work product or other privilege shall result if such material is allowed to remain in the Effective Time, files of the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Post Holdings, Inc.)

Legal Representation. The Parties parties agree that, notwithstanding the fact that EGS Ellenoff Gxxxxxxx & Schole LLP (“EGS”) may have, prior to the Closing, jointly represented the PurchaserGCAC, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser GCAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser GCAC or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, GCAC or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the PurchaserGCAC, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser GCAC or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser GCAC or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Growth Capital Acquisition Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advanceon their own behalf and on behalf of their Affiliates, to waive and each of their and their Affiliates’ directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (and to cause their Affiliates to waiveall such parties, the “Waiving Parties”), that Weil, Gotshal & Xxxxxx LLP (or any successor) may represent (a) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more all of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative Securityholders or any of their respective Affiliates, including and each of their and their Affiliates’ directors, members, partners, officers, employees or Affiliates or (b) the Sellers’ Representative, in each case in connection with any matters that arise dispute, Legal Action or obligation arising out of or relating to this Agreement, including under any agreements contemplated by this Agreement or that are substantially related to this Agreement the transactions contemplated hereby or to thereby (any prior such representation, the “Post-Closing Representation”) notwithstanding its representation by EGS (or any continued representation) of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Company or any of its Affiliates Subsidiaries, and each of Purchaser and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (includingand will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser and the Company acknowledge that the foregoing provision applies whether or not Weil, Gotshal & Xxxxxx LLP provides legal services to Purchaser, the Company or any of its Subsidiaries after the Effective TimeClosing Date. Each of Purchaser and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among the Company Group or the Securityholders and their counsel, including Weil, Gotshal & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Action arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Securityholders and such counsel (notwithstanding that a member of the Company Group participated or was provided such communications nor that the Company Group is also a client of such counsel) and from and after the Closing neither Purchaser, the Surviving Corporation Company, nor any Person purporting to act on behalf of or through Purchaser or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and its Affiliates) after the Closing, each of Purchaser and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications attorney-client privilege with respect to any third partycommunication between Weil, Gotshal & Xxxxxx LLP and the Company, its Subsidiaries or any Securityholder occurring prior to the Closing in connection with this Agreement, any other Transaction Document, any of the transactions contemplated herein or therein, or any Post-Closing Representation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Surgery Partners, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Subthe Sellers and the Acquired Companies hereby agree, on their own behalf and on behalf of their directors, shareholders, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the Purchaser Representative and/or “Waiving Parties”), that (i) Torys LLP may represent any of the Sponsor Sellers and each of their Affiliates, other than the Acquired Companies and the Subsidiaries (individually and collectively, the “Seller Group”), on the one hand, and the Acquired Companies and the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other documents contemplated hereunder and the consummation of the transactions contemplated hereunder or under the other Transaction Documents (such representation, the “Current Representation”), and (ii) Torys LLP (or any successor) may represent the Seller Group or any member of the Seller Group or any director, shareholder, member, partner, officer, employee or Affiliate of the Seller Group or any member of the Seller Group, other than the Acquired Companies and the Subsidiaries, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Ancillary other Transaction Documents and the other documents contemplated hereunder and the consummation of the transactions contemplated hereby and therebyhereunder or under the other Transaction Documents (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of the Acquired Companies or the Subsidiaries, and has also represented each of the Purchaser and/or its Affiliates and the Acquired Companies on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of the Purchaser and the Acquired Companies acknowledge that the foregoing provision applies whether or not Torys LLP provides legal services to either of the Acquired Companies or any of the Subsidiaries after the Closing Date. Each of the Purchaser and the Acquired Companies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between the Seller Group and their counsel, including Torys LLP, made in connection with matters other than the transaction that is the subject of this Agreementnegotiation, EGS will be permitted in the futurepreparation, after Closingexecution, to represent the Sponsordelivery and performance under, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes dispute or proceeding arising out of, of or related relating to, this Agreement. The Company , the other Transaction Documents and the Seller Representative, who are or have other documents contemplated hereunder and the right to be represented by independent counsel in connection with consummation of the transactions contemplated by this Agreementhereunder or under the other Transaction Documents, hereby agree, in advance, or any matter relating to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsorforegoing, are privileged communications between the Purchaser Representative or their respective Affiliates in which the interests of Seller Group and such Person are adverse to the interests counsel and none of the Purchaser, the Company and/or Acquired Companies, or any Person purporting to act on behalf of or through the Seller Representative Purchaser or the Acquired Companies or any of their respective Affiliatesthe Waiving Parties, including will seek to obtain the same by any matters that arise out process. From and after the Closing, each of this Agreement or that are substantially related to this Agreement or the Purchaser and the Acquired Companies, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any prior representation by EGS of communication between Torys LLP and the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Acquired Companies or any of Person in the Seller Group occurring during the Current Representation in connection with any Post-Closing Representation. Notwithstanding anything to the contrary in this Section 13.18, neither the Sellers’ Agent nor any Seller may assert (or cause to be asserted on their respective Affiliates. The Parties acknowledge and agree that, for the purposes of behalf) the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS privilege with respect to any communication that reflects any fraud with respect to the negotiation, execution and performance of this Agreement and transactions contemplated hereunder or under the Ancillary other Transaction Documents. All such communications shall remain privileged after Further, in the Closing and event that a dispute arises between the privilege and Purchaser, the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Acquired Companies or any of its Affiliates (including, the Subsidiaries and a third party other than a party to this Agreement after the Effective TimeClosing, the Surviving Corporation Acquired Companies and its Affiliates) of any applicable privileges or protections that can or the Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications by Torys LLP (or any successors), the Sellers’ Agent or any of Sellers to such communications to any third party; provided, however, that the Acquired Companies and the Subsidiaries may not waive such privilege without the prior written consent of the Sellers’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Securities Purchase Agreement (TreeHouse Foods, Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may haveNxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (“Nxxxxx Xxxxxxx”), prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyContemplated Transactions, and has also represented the Purchaser and/or and its Representatives and Affiliates in connection with matters other than the transaction that is the subject of this AgreementContemplated Transactions, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective and its Representatives and Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement, the Roll-Up Transactions and the Approved deSPAC Transaction. The Company Company, the Owners and the Seller Owners’ Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, the Roll-Up Transactions and the Approved deSPAC Transaction, hereby agree, in advance, to waive (and to cause their Representatives and Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective and its Representatives and Affiliates in which the interests of such Person are adverse to the interests of the PurchaserCompany, the Company and/or Owners and the Seller Owners’ Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Representatives and/or Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativePurchaser, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; any other Person, provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Representatives and/or Affiliates (including, after the Effective TimeClosing Date, the Surviving Corporation Company and its Representatives and/or Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyPerson.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Denali Capital Acquisition Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, In any proceeding by or against the Purchaser Representative and/or wherein the Sponsor in connection with Purchaser asserts or prosecutes any claim under, or otherwise seeks to enforce, this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates agrees in connection with matters other than the transaction such proceeding (a) that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, neither the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse nor counsel therefor shall move to seek disqualification of the Seller Counsel and (b) to consent to the Purchaser representation of the Sellers and their Affiliates by the Seller Counsel, notwithstanding that the Seller Counsel has or may have represented the Sellers or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent their Affiliates as counsel in connection with any matter, including any transaction (including the transactions contemplated by this Agreement), hereby agreenegotiation, investigation, proceeding or action, prior to the Closing. This consent extends to the Seller Counsel representing the Sellers against the Purchaser or its Affiliates in advancelitigation, to waive (and to cause their Affiliates to waive) any actual arbitration or potential conflict of interest that may hereafter arise mediation in connection with EGS’s future representation of one this Agreement or more the transactions contemplated by this Agreement. In addition, all communications solely between any of the SponsorSellers or their respective Affiliates, on the one hand, and the Seller Counsel, on the other hand, to the extent related to this or any other proposed sale of the Business or any of the Purchased Assets, this Agreement or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Sellers and their Affiliates (the “Seller Pre-Closing Communications”). Accordingly, such Seller Pre-Closing Communications shall be excluded from the transfer contemplated by this Agreement and, to the extent contained in the Books and Records that are Purchased Assets, shall not be delivered to the Purchaser. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers and their Affiliates shall be the sole holders of the attorney-client privilege with respect to such engagement and the Seller Pre-Closing Communications, and none of the Purchaser and its Affiliates shall be a holder thereof and (ii) to the extent that files of the Seller Counsel in respect of such engagement and with respect to the Seller Pre-Closing Communications constitute property of the client, only the Sellers and their Affiliates shall hold such property rights. As to the Seller Pre-Closing Communications, the Purchaser Representative or their respective Affiliates in which and the interests of such Person are adverse to the interests of the PurchaserSellers, the Company and/or the Seller Representative or together with any of their respective Affiliates, including successors or assigns, agree that no such party may use or rely on any matters of the Seller Pre-Closing Communications in any action or claim against or involving any of the Parties after the Closing. The Purchaser hereby acknowledges and confirms that arise out it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement or that are substantially related Section 11.15, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. The covenants and obligations set forth in this Agreement or to any prior representation by EGS of Section 11.15 shall survive for five (5) years following the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective AffiliatesClosing Date. The Parties acknowledge and agree that, for that the purposes of the attorneySeller Counsel is an intended third-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance party beneficiary of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySection 11.15.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Legal Representation. The Parties agree that(a) Buyer for itself and its Affiliates, notwithstanding including the fact Company and its Subsidiaries, and for its and their respective successors and assigns, irrevocably acknowledges and agrees that EGS may haveall communications between Seller or its Affiliates, prior to Closingincluding the Company or its Subsidiaries, jointly represented the Purchaserand its or their counsel, Merger Subincluding Husch Xxxxxxxxx LLP, the Purchaser Representative and/or the Sponsor made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this AgreementAgreement which, immediately prior to the Ancillary Documents and Closing, would be deemed to be privileged communications of Seller or their Affiliates, including the transactions contemplated hereby and therebyCompany or its Subsidiaries, and has also represented the Purchaser and/or their counsel and would not be subject to disclosure to Buyer or its Affiliates in connection with matters other than the transaction that is the subject of this Agreementany process relating to a dispute, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative litigation or their respective Affiliates proceeding arising under or in connection with matters in which with, this Agreement or otherwise, shall continue after the Closing to be privileged communications between Seller or its Affiliates, including the Company or its Subsidiaries, and such Persons are adverse counsel and none of Buyer, any Affiliate of Buyer or any Person acting or purporting to act on behalf of or through Buyer or any Affiliate of Buyer shall seek to obtain the Purchaser same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or any Affiliate of Buyer, including the Company or its Subsidiaries, and not Seller or its Affiliates; provided, however, that such any such counsel, including Husch Xxxxxxxxx LLP, agrees that no confidential information regarding the Company or any of its Subsidiaries that such counsel has gained in connection with its representation of Seller or its Affiliates, including any disputes arising out ofthe Company or its Subsidiaries, will following the Closing be conveyed to Seller or its Affiliates to the extent not previously conveyed prior to the Closing, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to otherwise be represented used by independent such counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests detriment of the Purchaser, the Company and/or the Seller Representative Buyer or any of their respective its Affiliates, including any matters that arise out the Company and its Subsidiaries. For the avoidance of doubt, the parties to this Agreement agree that all pre-Closing communications between or among Husch Xxxxxxxxx LLP, the Company, and Seller that are substantially related relate in any way to this Agreement or to any prior representation by EGS of the Purchasertransactions contemplated hereby, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor privilege and the Purchaser Representative shall be deemed the clients of EGS with respect all other rights to any evidentiary privilege belong to the negotiation, execution Seller and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall may be controlled by the Sponsor and the Purchaser Representative Seller and shall not pass to or be claimed by Purchaser Buyer or the Surviving Corporation; providedCompany. Prior to the Closing, furtherthe Seller and the Company may retain and remove all documents, that nothing contained herein shall be deemed to be a waiver by emails and other non-email electronic documents concerning any merger, acquisition or sale of the Purchaser Company or any of its Affiliates (includingassets. It is acknowledged and agreed to by the parties that a failure by the Company and the Seller to remove materials identified in the foregoing sentence, to the extent that such materials are otherwise protected by the attorney-client or work product privileges, is inadvertent and that the Seller shall, after receiving written notice from Buyer of said failure, to the Effective Timeextent discovered and known by Buyer to constitute materials identified in the foregoing sentence, have ninety (90) days (the Surviving Corporation “Recovery Period”) to request the return of such documents from Buyer and/or the Company and its AffiliatesSubsidiaries, which return shall be at the cost of Seller. At all times prior to the lapse of the Recovery Period, Buyer agrees not to knowingly take any actions (and will cause the Company and its Subsidiaries not to knowingly take any actions) with regard to the documents that would be inconsistent with such claims of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partyprivilege.

Appears in 1 contract

Samples: Stock Purchase Agreement (Green Plains Inc.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Xxxxxx Xxxxxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor certain Parties in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Xxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Parties or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Target Company and the Seller Representativeits Representatives, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Xxxxxx Xxxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Parties in which the interests of such Person are adverse to the interests of the Purchaser, the Target Company and/or the Seller Representative its Representatives or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Xxxxxx Xxxxxxx any Sponsor, the Purchaser Representative or any of their respective AffiliatesParty. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Purchaser and the Purchaser Representative its Representatives shall be deemed the clients a client of EGS Xxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativePurchaser, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationXxxxxx; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation Holdco and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (Zalatoris II Acquisition Corp)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS Xxxxxx & Xxxxxxx LLP (“Latham”) may have, prior to the Share Acquisition Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser and/or its Purchaser, Sponsor and their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Xxxxxx will be permitted in the future, after the Share Acquisition Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Holdings, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Holdings and the Seller RepresentativeCompany Shareholders, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this AgreementTransactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Xxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Holdings, Purchaser, the Company and/or and the Seller Representative Company Shareholders or any of their respective Affiliates, including Affiliates in connection with any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Xxxxxx of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Xxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Share Acquisition Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldings, Purchaser; provided, provided further, that nothing contained herein shall be deemed to be a waiver by the Holdings, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (GoGreen Investments Corp)

Legal Representation. The Parties parties agree that, notwithstanding the fact that EGS Xxxx & Loeb LLP (“Loeb”) may have, prior to the Closing, jointly represented the PurchaserIAC, Merger Sub, the Purchaser Representative Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser IAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Xxxx will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser IAC or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller RepresentativeCompany, who are is or have has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Xxxx’x future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, IAC or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Xxxx of the PurchaserIAC, Merger Sub, any Sponsor, the Purchaser Representative Sponsor or any of their respective Affiliates. The Parties parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS Xxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser IAC or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser IAC or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGSNxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

Legal Representation. (a) The Parties agree that, notwithstanding the fact that EGS may have, prior to the Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented the Purchaser SPAC, Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after the Closing, to represent the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in connection with matters in which such Persons are adverse to the Purchaser SPAC or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, Merger Sub hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative Sponsor or their respective its Affiliates in which the interests of such Person are adverse to the interests of the PurchaserMerger Sub, SPAC and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser RepresentativeSponsor, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationSPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser SPAC or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Global SPAC Partners Co,)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyCompany, and Seller acknowledge and agree that the Law Firm has also represented Seller or the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution preparation, execution, delivery, and performance of this Agreement and the Ancillary Related Documents and the consummation of the Transactions and has represented the Company and Seller in the past, and that Seller, its Affiliates, and their respective partners, officers, directors, employees, and Representatives (the “Seller Group Members”) have a reasonable expectation that the Law Firm will represent them in connection with any Related Claim involving any Seller Group Member, on the one hand, and Purchaser, the Company, or any of their respective Affiliates and Representatives (the “Purchaser Group Members”), on the other hand, arising under this Agreement, the Related Documents, or the Transactions. All Purchaser hereby, on behalf of itself and the Company and the other Purchaser Group Members, irrevocably: (a) acknowledges and agrees that any attorney-client privilege, solicitor-client privilege, work product, or other attorney-client or solicitor-client confidential information arising from communications prior to the Closing between the Company (including any one or more officers, directors, employees, or members of the Company), on the one hand, and the Law Firm, on the other hand, that relate primarily to this Agreement or other Transactions and not the business of the Company generally (“Attorney-Client Information”), are not included in the property, rights, privileges, powers, franchises, and other interests that are possessed by or vested in the Company, that the Company’s rights to such communications Attorney-Client Information shall remain privileged be deemed property of, and controlled solely by, Seller for the benefit and on behalf of the Seller Group Members, and that no Purchaser Group Member shall have any right to waive any attorney-client privilege, solicitor-client privilege, or other right to confidentiality with respect to such Attorney-Client Information at any time after the Closing; (b) acknowledges and agrees that the Seller Group Members shall have the right to retain, or cause the Law Firm to retain, any such documentation or information in the possession of the Law Firm or such Seller Group Members at the Closing; (c) agrees not to intentionally access any documentation or information for the purpose of accessing Attorney-Client Information; (d) disclaims the right to assert a waiver by any Seller Group Member with regard to the attorney-client privilege, solicitor-client privilege, or other right to confidentiality with respect to such Attorney-Client Information solely due to the fact that such documentation or information is physically in the possession of the Company after the Closing; (e) consents to the Law Firm’s representation after the Closing of any Seller Group Member in any Related Claim arising out of this Agreement and the privilege Transactions, and consents to and waives any conflict of interest arising therefrom without the need for any future waiver or consent; and (f) consents to the disclosure by the Law Firm to any Seller Group Member of any documentation or information obtained by Law Firm during the course of its representation of the Company or any Affiliate prior to the Closing to the extent such documentation or information is related to this Agreement, the Related Documents, or the Transactions, and such disclosure either (i) constitutes Attorney-Client Information or (ii) is reasonably necessary to either enforce the applicable Seller Group Member’s rights under, or to defend against any claim against the Seller Group Member under, this Agreement, the Related Documents or the Transactions, whether or not such documentation or information disclosed is subject to any attorney-client privilege, solicitor-client privilege, or confidentiality obligations to the Company, or an Affiliate of the Company, but such disclosure may only be made to the extent that the applicable Seller Group Member is obligated to keep such documentation or information confidential and the expectation Company and Affiliates of the Company are intended third party beneficiaries of such obligation. To the extent that the Company has any rights to request or control files of the Law Firm, only the Seller Group Members shall have such rights. Notwithstanding the foregoing, in the event that any Related Claim arises after the Closing between any Purchaser Group Member and a Person other than a Seller Group Member, Parent, Purchaser and its Affiliates (including the Company) may assert attorney-client confidence relating thereto shall belong solely privilege to the Sponsor and the prevent disclosure of confidential communications to such Person; provided, however, that such Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and Group Member shall not pass waive such privilege with respect to or be claimed by Purchaser or such files without the Surviving Corporationprior written consent of Seller; provided, further, that nothing contained herein if such Purchaser Group Member is required by judicial order or other legal process to make such disclosure, such Purchaser Group Member shall promptly notify Seller in writing of such requirement (without making disclosure) and shall provide Seller with such cooperation and assistance as shall be deemed necessary to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted enable Seller to prevent disclosure by reason of any such communications to any third partyattorney-client privilege, solicitor-client privilege, or other rights of confidentiality. This Section 10.16 is for the benefit of the Seller Group Members and such Persons are intended third-party beneficiaries of this Section 10.16.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bakkt Holdings, Inc.)

Legal Representation. The Parties agree Each of Parent and Merger Sub agrees that, notwithstanding as to all communications between and among legal counsel (including Xxxxx Day) for the fact Company, any of its Subsidiaries or their respective Affiliates that EGS may have, prior relate in any way to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor transactions contemplated by or in connection with this AgreementAgreement (including the Merger) (collectively, the Ancillary Documents and the transactions contemplated hereby and thereby“Privileged Communications”), and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sponsor Privileged Communications belongs to the Company Shareholders and the Purchaser Representative, shall may be controlled by such Company Shareholders (via the Sponsor Shareholders’ Representative) and the Purchaser Representative and shall will not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser Parent or any of its respective Affiliates (including, after following the Effective TimeClosing, the Surviving Corporation and its Subsidiaries). The Privileged Communications are the property of the Company Shareholders and, from and after the Closing, none of Parent, its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) or any Person purporting to act on behalf of or through Parent or such Subsidiaries will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Parent and its Subsidiaries (including, following the Closing, the Surviving Corporation and the Subsidiaries), together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving the Shareholders’ Representative or any of the Company Shareholders or any of their respective Affiliates after the Closing. The Privileged Communications may be used by the Shareholders’ Representative, the Company Shareholders or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Parent or any of its respective Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) and a third party (other than a party to this Agreement or any of its Affiliates) of any applicable privileges or protections that can or after the Closing, Parent and its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by counsel to such communications to any third party, provided that neither Parent nor its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) may waive such privilege without the prior written consent of the Shareholders’ Representative on behalf of the Company Shareholders. If the Company Shareholders or the Shareholders’ Representative so desire, and without the need for any written consent or waiver by Parent, Merger Sub, or the Surviving Corporation, Xxxxx Day is permitted to represent any of the Company Shareholders and/or the Shareholders’ Representative after the Closing in connection with any matter related to the transactions contemplated by this Agreement or any disagreement or dispute relating thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parker Hannifin Corp)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or and the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and therebyTransactions, and has also represented Purchaser, the Purchaser Representative, the Sponsor and/or its their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorPurchaser Representative, the Purchaser Representative Sponsor or their respective Affiliates in connection with matters in which such Persons are adverse to the Company, Pubco, Purchaser or any of its their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company Company, Pubco and the Seller RepresentativeMerger Sub, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the PurchaserPubco, Merger Sub, Purchaser and/or the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative Representative, Purchaser or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Pubco or the Surviving CorporationPurchaser; provided, further, that nothing contained herein shall be deemed to be a waiver by the Pubco, Purchaser or any of its their respective Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement (Tiberius Acquisition Corp)

Legal Representation. The Parties agree thatCompany hereby agrees on behalf of itself and its directors, notwithstanding members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the fact “Company Waiving Parties”), that EGS may haveany legal counsel (including Xxxxx Xxxx & Xxxxxxxx LLP) that represented LIVK, the Sponsor and/or the LIVK Designee prior to Closing, jointly represented the Purchaser, Merger SubClosing may represent the LIVK Designee, the Purchaser Representative and/or Sponsor or any of the Sponsor Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees, in each case, in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation (or any continued representation) of LIVK or other Company Waiving Parties, and each of LIVK and the Ancillary Documents Company on behalf of itself and the Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of LIVK and the Company on behalf of itself and the Company Waiving Parties hereby further agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Xxxxx Xxxx & Xxxxxxxx LLP) that represented the LIVK Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees prior to the Closing in any way related to the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsorhereby, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the LIVK Designee and the Sponsor and the Purchaser Representative, shall may be controlled by the Sponsor LIVK Designee and the Purchaser Representative Sponsor, and shall not pass to or be claimed or controlled by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed Pubco (after giving effect to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective TimeClosing), the Surviving Corporation or any other Company Waiving Party; provided that the LIVK Designee and its Affiliatesthe Sponsor shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any Company Waiving Party prior to the Closing with LIVK, the Sponsor or the LIVK Designee (in any capacity) under a common interest agreement shall remain the privileged communications or information of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythe Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LIV Capital Acquisition Corp.)

Legal Representation. The Parties agree Buyer further agrees that, notwithstanding as to all pre-Closing confidential and privileged communications between and among outside legal counsel for the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubSellers, the Purchaser Representative and/or Company, any Subsidiary or their respective Affiliates engaged for the Sponsor in connection with this Agreement, the Ancillary Documents and purposes of the transactions contemplated hereby and thereby(including Xxxxx Day), on the one hand, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the SponsorResilience, the Purchaser Representative Sellers, the Company, the Subsidiaries or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out ofon the other hand, or related to, this Agreement. The Company and the Seller Representative, who are or have the right that relate directly to be represented by independent counsel in connection with the transactions contemplated by this AgreementAgreement (collectively, hereby agreethe “Privileged Communications”), in advancethe attorney-client privilege with respect thereto and the expectation of client confidence with respect to the Privileged Communications belongs to the Sellers and may be controlled by the Sellers and will not pass to or be claimed by Buyer or any of its respective subsidiaries (including, to waive (following the Closing, the Company and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more the Subsidiaries). The Privileged Communications are the property of the SponsorSellers and, from and after the Closing, none of Buyer, its subsidiaries (including, following the Closing, the Purchaser Representative Company and the Subsidiaries) or any Person purporting to act on behalf of or through Buyer or such subsidiaries will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Buyer, and its respective subsidiaries (including, following the Closing, the Company and the Subsidiaries), together with any of their respective Affiliates, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Sellers or any of their respective Affiliates in which after the interests of such Person are adverse to Closing. Notwithstanding the interests of the Purchaserforegoing, nothing herein shall restrict Buyer, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out subsidiaries, successors or assigns from using or from the expectation of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Subattorney-client privilege with respect to, any Sponsorsuch communication in any other matter or for a matter not involving any Action between Buyer and its Affiliates, on the Purchaser Representative one hand, and Sellers and their Affiliates, on the other hand. The Privileged Communications may be used by the Sellers or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim for indemnification brought by Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of its respective subsidiaries and a third party (other than a party to this Agreement or any of its Affiliates. The Parties acknowledge ) after the Closing, Buyer and agree that, for the purposes of its subsidiaries may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by counsel to such third party; provided that neither Buyer nor its subsidiaries (including, following the Closing, the Sponsor Company and the Purchaser Representative Subsidiaries) may waive such privilege without the prior written consent of the Seller Representative. Notwithstanding any of the foregoing, (i) nothing in this Section 10.10 shall be deemed the clients of EGS restrict, limit or prescribe any rights that Buyer, its Affiliates or its subsidiaries may have with respect to the negotiation, execution and performance legal production of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall witnesses or information in connection with any Action that may otherwise be controlled permitted or granted by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser Law or the Surviving Corporation; providedrules of any particular Governmental Authority and (ii) Buyer, furtherneither on behalf of itself, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (includingor its subsidiaries, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections acknowledges that can or may be asserted to prevent disclosure of any such information or communications to any third partyare by their nature privileged, if such information or communication would not otherwise be recognized as privileged under applicable Law or the rules of an applicable Governmental Authority.

Appears in 1 contract

Samples: Stock Purchase Agreement (CPI International Holding Corp.)

Legal Representation. The Parties agree that, notwithstanding the fact that EGS Nxxxxx Xxxxxxx may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor certain Parties in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS Nxxxxx Xxxxxxx will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative Parties or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Target Company and the Seller RepresentativeSellers’ Representatives, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s Nxxxxx Xxxxxxx’x future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates Parties in which the interests of such Person are adverse to the interests of the Purchaser, the Target Company and/or the Seller Representative Sellers’ Representatives or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, Nxxxxx Xxxxxxx any Sponsor, the Purchaser Representative or any of their respective AffiliatesParty. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor Purchaser and the Purchaser Representative shall be deemed the clients a client of EGS Nxxxxx Xxxxxxx with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor Purchaser and the Purchaser Representative, shall be controlled by the Sponsor Purchaser and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving CorporationHoldco; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation Holdco and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (DUET Acquisition Corp.)

Legal Representation. The Parties agree that, notwithstanding (a) Each Party acknowledges that (i) one or more of the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger SubCompany, the Purchaser Representative Seller and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse have retained Weil, Gotshal & Xxxxxx LLP and Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP (together, the “Law Firm”) to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent act as their counsel in connection with the transactions contemplated by this AgreementAgreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby agreeor thereby) as well as other past and ongoing matters, in advance(ii) the Law Firm has not acted as counsel for Buyer or any of its past, to waive (and to cause their present or future Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsortransactions contemplated by this Agreement and (iii) no Person other than the Seller, the Purchaser Representative Company or their respective Affiliates in which has the interests status of such Person are adverse to the interests a Law Firm client for conflict of the Purchaser, the Company and/or the Seller Representative interest or any of their respective Affiliatesother purpose as a result thereof. Buyer hereby (I) waives and will not assert, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any will cause each of its Affiliates (including, after the Effective TimeClosing, the Surviving Corporation Company) to waive and not assert, any conflict of interest relating to the Law Firm’s representation after the Closing of the Seller or their Affiliates in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding, and (II) consents to, and will cause each of its AffiliatesSubsidiaries to consent to, any such representation, even though, in each case, (x) the interests of any applicable privileges the Seller or protections that can or such Affiliates may be asserted directly adverse to prevent disclosure Buyer, the Company or their respective Affiliates, (y) the Law Firm may have represented the Seller, the Company or their respective Affiliates in a substantially related matter, or (z) the Law Firm may be handling other ongoing matters for Buyer, the Company or any of any such communications to any third partytheir respective Affiliates.

Appears in 1 contract

Samples: Purchase Agreement (MGM Resorts International)

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