Representation of Sellers. Parent agrees, on its own behalf and on behalf of the Parent Indemnified Parties, that, following the Closing, Xxxxx Xxxxx LLP may serve as counsel to Sellers, the Seller representative specified in Section 10.1, and their respective Affiliates, in connection with any and all matters whether or not related to related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding any representation by Xxxxx Xxxxx LLP of the Company prior to the Closing Date. Parent (on behalf of itself and its Affiliates) and the Company hereby (a) waive any claim they have or may have that Xxxxx Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Parent, any Affiliate of Parent or the Company, and Sellers, the Seller representative or any of their Affiliates, Xxxxx Xxxxx LLP may represent Sellers, the Seller representative or any of their Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent, its Affiliates or the Company, and even though Xxxxx Xxxxx LLP may have represented the Company in a matter substantially related to such dispute. Parent (on behalf of itself and its Affiliates) and the Company also further agree that, as to all communications among Xxxxx Xxxxx LLP and the Company, Sellers and the Seller representative, or Sellers’ Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement or any litigation or disputes among the parties to this Agreement existing prior to the Closing Date, the attorney-client privilege and the expectation of client confidence belongs to Sellers and the Seller representative and may be controlled by Sellers and the Seller representative and shall not pass to or be claimed by Parent, its Affiliates or the Company. Notwithstanding anything in this Section 10.17 to the contrary, in the event that a dispute arises between Parent or any Affiliate of Parent, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Xxxxx LLP to such third party; provided, that the Company may not waive such privilege without the prior writte...
Representation of Sellers. Each of the Sellers hereby appoints Mr. Edemar Segatt as its attorney-in-fact with full powers to receive any notice given in accordance with this Agreement and to represent the Sellers with respect to any acts to be taken under this Agreement, including, without limitation, designation of bank accounts under Section 2.5, acceptance of auditors under Section 7.5, and others, and to take any decisions required under this Agreement on behalf of the Sellers, and the Sellers hereby expressly authorize the Buyer to rely on any communication or notice received from him as a communication or notice sent by the Sellers.
Representation of Sellers. Each of the parties hereto hereby agrees, on its own behalf and on behalf of its directors, members, managers, partners, shareholders, officers, employees and Affiliates, that K&L Gates LLP may serve as counsel to Sellers, on the one hand, and the Company, 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 transactions contemplated hereby, K&L Gates LLP (or any of their respective successors) may serve as counsel to Sellers in connection with any matter, litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation of the Company, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. [Signature Pages Follow.]
Representation of Sellers. Each Seller hereby represents and warrants to the Purchaser that, as of the Amendment Effective Date and each Purchase Date thereafter:
Representation of Sellers. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxxx as the Sellers’ Representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of, or Legal Proceeding or indemnification claim involving, this Agreement and to do or refrain from doing all such further acts and things, and to execute and/or deliver all such documents, as such Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the Acquisition Transactions, including the power: (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Sellers to consummate the Acquisition Transactions; (ii) to negotiate, execute and deliver all documents required or permitted to be given in connection with the consummation of the Acquisition Transactions (it being understood that such Seller shall execute and deliver any such documents which the Sellers’ Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any Legal Proceedings; (v) engage and rely upon counsel and such accountants and other advisors and incur such other expenses on behalf of Sellers in connection with this Agreement and the transactions contemplated hereby as the Sellers’ Representative may deem appropriate; (vi) following the Closing, to consult with the Executive Employees with respect to any issues related to exercising the duties and powers of the Sellers’ Representative, and (vii) to take all actions which under this Agreement may be taken by any Seller and to do or refrain from doing any further act or deed on behalf of such Seller which the Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Seller could do if personally present.
Representation of Sellers. The parties agree that the fact that Xxxxxx, Halter & Xxxxxxxx LLP (“CHG”) may have represented the Xxxxxxx’x Companies and its Affiliates prior to Closing shall not prevent CHG from representing Sellers, their Affiliates, or their respective equity holders, officers, or managers in connection with any matters involving, including without limitation any disputes with, any of the parties after Closing. * * * *
Representation of Sellers. Each Seller hereby represents and warrants to Republic that his or her shares are duly owned by the Seller are now, and at the Closing will be, free and clear of any and all liens, security interests or encumbrances of any kind or nature and that the Shares may be sold and transferred to Republic without restriction.
Representation of Sellers. This Agreement has been duly authorized and delivered by each Seller and is enforceable against each Seller in accordance with its terms. Attached hereto as Exhibit A is a true and complete copy of the Technology License Agreement together with all amendments and modifications thereto. The Technology License Agreement is in full force and effect and is fully assignable by ASI as set forth in Section 13 therein. ASI has made all payments due under the Technology License Agreement and performed all the obligations required to be performed by it under the Technology License Agreement so as not to be in default thereunder, and there has not occurred any event which (whether with or without the passage of time or the giving of notice or both) would constitute such a default under the Technology License Agreement. Neither the execution, delivery nor the performance of this Agreement by either Seller nor the consummation of the transactions contemplated by this Agreement or the Purchase Agreement will conflict with or otherwise constitute a breach of, or default under, the Technology License Agreement or any other agreement or other instrument to which either of the Sellers are a party or to which either of them or any of their assets is bound.
Representation of Sellers. 4.1 Sellers own the Purchase Shares and Options they are conveying pursuant to this Agreement, beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon payment for the Purchase Shares and Options as provided in this Agreement, the Buyer will acquire good and valid title to the Purchase Shares and Options, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares and Options are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Sellers have full right and authority to transfer such Purchase Shares and Options pursuant to the terms of this Agreement. "
Representation of Sellers. There is hereby added to the MIPA a new Section 13.15 which shall read in its entirety as follows:
