Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege Sample Clauses

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has represented the Company in the preparation, negotiation and execution of, and the consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related to this Agreement and the transactions contemplated hereby, including in respect of any claims, litigation or disputes arising under or related hereto or such other Transaction Documents (each, a “Post-Closing Matter”). Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries). Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreement, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement (the “Current Representation”).
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of any Seller or Company or any officer, employee or director of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Seller or Company in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). Notwithstanding the foregoing, the Sellers shall not waive conflicts or the right to assert attorney-client privilege, and shall retain control of all communications and exchange of documentation with Lobo & Xx Xxxxx in connection with the Brazilian ICMS tax assessment referenced in Section 7.2(a)(viii). On conclusion of the referenced ICMS tax assessment claim, all relevant documentation of the Business related to such claim will be returned to the Business.
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of any Seller or any officer, employee or director of any Seller (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, by the law firms set forth on Schedule 6.5(a) (“Pre-Closing Counsel”), which are each currently representing the Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby (the “Current Representation”).
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) From and after the Closing, Purchaser and the Company waive and shall not assert, and agree to cause the Company Group to waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing of any Seller or the Company Group (any such Person, a “Designated Person”) in any matter involving this Agreement or the transactions contemplated hereby by Ice Xxxxxx LLP (“IM”) in connection with this Agreement or the transactions contemplated hereby (the “Current Representation”).
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) The Buyer waives and shall not assert, and agrees to cause the Acquired Group to waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing (the “Post‑Closing Representation”) of the Sellers or the Acquired Group or any director, manager, officer or employee of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or the Other Agreements or the Contemplated Transactions by Xxxxxxx & Xxx, P.C. (the “Current Representation”).
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (Company).
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Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege 
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Related to Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege

  • Survival of Perfection Representations 12. Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • INDEMNIFICATION RELATING TO THIRD PARTY RIGHTS The Contractor will also indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs that may be finally assessed against the Authorized Users in any action for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims arise from the Authorized Users gross negligence or willful misconduct, provided that the State shall give Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of Contractor. If usage shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue Usage (ii) to modify the service or Product so that Usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace said service or Product or part(s) thereof, as applicable, with non-infringing service or Product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided the Authorized User is given a refund for any amounts paid for the period during which Usage was not feasible. The foregoing provisions as to protection from third party rights shall not apply to any infringement occasioned by modification by the Authorized User of any Product without Contractor’s approval. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the service or Product under the Contract infringes any patent, copyright or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract. Contractor shall in such event protect the interests of the Authorized User and secure a continuance to permit the Authorized User to appear and defend its interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

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