Waiver of Conflict; Privilege Sample Clauses

Waiver of Conflict; Privilege. After the Effective Time, Parent shall not, and shall cause each of its Affiliates (including the Surviving Corporation) not to use any legal advice provided by Xxxxxx & Xxxxxxx LLP to the Company, the Stockholders’ Representative or any Company Securityholder, relating to the Merger (“Company Transactions Legal Advice”) in connection with any indemnification claim dispute hereunder or any other legal proceeding or potential legal proceeding against, with or involving Parent, the Surviving Corporation or any of their Affiliates or agents. After the Effective Time, the Stockholders’ Representative shall be permitted to access and use Company Transactions Legal Advice in connection with any indemnification claim dispute hereunder or any other legal proceeding or potential legal proceeding against, with or involving Parent, the Surviving Corporation or any of their Affiliates or agents; and Xxxxxx & Xxxxxxx LLP, the Stockholders’ Representative and any Company Securityholder may make any such Company Transactions Legal Advice available to Xxxxxx & Xxxxxxx LLP or the Stockholders’ Representative, as the case may be. In connection with the foregoing, Parent hereby irrevocably waives and agrees not to assert, and agrees to cause the Surviving Corporation to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Xxxxxx & Xxxxxxx LLP’s prior representation of the Company and (i) Xxxxxx & Xxxxxxx LLP’s representation of the Stockholders’ Representative prior to and after the Effective Time. For the avoidance of doubt, Parent, the Surviving Corporation and any of their Affiliates and agents may access and use for any purpose facts, data and any other information contained in any communications between Xxxxxx & Xxxxxxx LLP, on the one hand, and the Company, the Stockholders’ Representative or any Company Securityholder, on the other hand, to the extent such communications belong to the Surviving Corporation even if such communication also contains Company Transactions Legal Advice, including as evidence in any indemnification claim dispute or any other legal proceeding or potential legal proceeding involving the Stockholders’ Representative or any Company Securityholder, but for the avoidance of doubt, excluding the Company Transactions Legal Advice contained in such communications. For the avoidance of doubt, nothing in this Section 9.20 or in this Agreement shall be deemed to be a waiver of any applicable privileges or ...
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Waiver of Conflict; Privilege. (a) Each of the parties hereto acknowledge and agree that Xxxxxxx & West, LLP (“Target Counsel”) has acted as counsel to Target in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
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Waiver of Conflict; Privilege. (a) The Parties acknowledge and agree that (i) on and prior to the Closing, each of King & Spalding LLP (“King & Spalding”) and Holland & Knight LLP (“Holland & Knight”) has acted as counsel for the Company and its Subsidiaries and Affiliates and Levenfeld Xxxxxxxxxx, LLC (“Levenfeld Xxxxxxxxxx”) has acted as counsel for the Seller and the Trustee and (ii) subsequent to the Closing, the Company and its Affiliates and any officer, employee or director of the Seller, its Affiliates, the Company or its Subsidiaries shall have the right to retain King & Spalding or Holland & Knight to represent their respective interests and the Seller and the Trustee shall have the right to retain Levenfeld Xxxxxxxxxx to represent their respective interests, including, without limitation, in any dispute relating in any manner to this Agreement or the Transactions (including, without limitation, the process conducted by the Seller, the Trustee, the Company, the Company Subsidiaries and their respective officers, employees and directors, leading to the Transactions) or any other document between the Seller and the Trustee, on the one hand, and the Company or any of the Company Subsidiaries or any of its Affiliates or the Buyer, on the other hand (a “Dispute”). The Buyer, on behalf of itself and its Affiliates, irrevocably waives, consents to and covenants not to assert (and agrees to cause the Company and each Company Subsidiary to waive, and not to assert) any objection, based on conflict of interest or otherwise, to any representation of the Company or any of its Subsidiaries or Affiliates or any officer, employee or director of the Company or, any of its Subsidiaries or Affiliates by King & Spalding or Holland & Knight or to any representation of the Seller or the Trustee by Levenfeld Xxxxxxxxxx, including, without limitation, in connection with any Dispute.
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Waiver of Conflict; Privilege. (a) Each of the parties hereto acknowledges and agrees that Dentons US LLP and Dentons Europe LLP (collectively “Dentons”), has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the Contemplated Transactions, and that Dentons has not acted as counsel for any other Person in connection with the Contemplated Transactions and that no other party to this Agreement or Person has the status of a client of Dentons with respect to the Contemplated Transactions for conflict of interest or any other purposes as a result thereof. Upon and after the Closing, Company Group shall cease to have any attorney-client relationship with Dentons.
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Waiver of Conflict; Privilege. (a) Each of the parties hereto acknowledge and agree that Xxxxxxxxx & Xxxxxx PLLC (“Company Counsel”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
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Waiver of Conflict; Privilege. (a) Each of the parties hereto acknowledge and agree that Xxxxxxx Procter LLP (“Xxxxxxx”) and Zysman, Aharoni, Xxxxx & Co (“ZAG”, and together with Xxxxxxx, “Company Counsel”) have each acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
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Waiver of Conflict; Privilege. (a) The Parties acknowledge and agree that (i) on and prior to the Closing, each of Xxxx Xxxxxx, PC (“RBLaw”) and Holland & Knight LLP (“Holland & Knight”) has acted as counsel for Seller, the Company and its Subsidiaries and Affiliates, and Seller Stockholders, and (ii) subsequent to the Closing, any Seller Stockholder and its Affiliates (other than the Company and its Subsidiaries) and any officer, employee or director of Seller, the Company or its Subsidiaries shall have the right to retain RBLaw or Holland & Knight to represent their respective interests, including, without limitation, in any dispute relating in any manner to this Agreement or the transactions contemplated hereby (a “Dispute”). Buyer, on behalf of itself and its Affiliates, 105 US-DOCS\131312541.20 irrevocably waives, consents to and covenants not to assert (and agrees to cause the Company and each Company Subsidiary to waive, and not to assert) any objection, based on conflict of interest or otherwise, to any representation of any Seller Stockholder or its Affiliates (other than the Company and its Subsidiaries) and any officer, employee or director of Seller, the Company or its Subsidiaries by RBLaw or Holland & Knight, in connection with any Dispute.
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Waiver of Conflict; Privilege 
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Related to Waiver of Conflict; Privilege

  • Waiver of Conflict Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub without the prior written consent of the Company Stockholder Representative.

  • Waiver of Conflicts Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

  • Agreement for Waiver of Conflict and Shared Defense In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 10.4 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

  • JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process;

  • Conflict of Provisions The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

  • Waiver of Confidentiality The Borrower authorizes the Bank to discuss the Borrower's financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by the Borrower, and authorizes such parties to disclose to the Bank such financial and business information or reports (including management letters) concerning the Borrower as the Bank may request.

  • Waiver of Jury Trial; Waiver of Consequential Damages EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. Each of the parties to this Credit Agreement agrees not to assert any claim against any other party hereto, Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein and in the other Credit Documents.

  • Waiver of Conditions The conditions to each of the parties' obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

  • Conflict Provision This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement, the provisions of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.

  • WAIVER OF CONSUMER RIGHTS BUYER HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, BUYER VOLUNTARILY CONSENTS TO THIS WAIVER. IN ADDITION, TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY PORTION THEREOF, BUYER HEREBY WAIVES THE PROVISIONS OF THE TEXAS CONSUMER PROTECTION LAWS REGARDING FALSE, MISLEADING AND DECEPTIVE BUSINESS PRACTICES, UNCONSCIONABLE ACTIONS AND BREACHES OF WARRANTY; PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED A WAIVER BY BUYER WHERE SUCH WAIVER IS PROHIBITED BY LAW. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, BUYER HEREBY REPRESENTS AND WARRANTS TO UNOCAL THAT BUYER (i) IS IN THE BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS, OR SERVICES FOR COMMERCIAL OR BUSINESS USE, (ii) HAS ASSETS OF FIVE MILLION DOLLARS OR MORE ACCORDING TO IT MOST RECENT FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, (iii) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY, AND (iv) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. Nothing in this Section shall be interpreted as a waiver of the express representations and warranties in this Agreement.

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