Attorney Client Privilege; Conflict of Interest Sample Clauses

Attorney Client Privilege; Conflict of Interest. (a) All communications involving attorney-client confidences between a Securityholder, its Affiliates or the Company and Xxxxxx LLP (“Cooley”) in the course of the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby (the “Current Representation”) shall be deemed to be attorney-client confidences and communications that belong solely to the Securityholders and their Affiliates, and not that of the Surviving Company, following the Closing, and may be waived only by the Securityholder Representative (the “Privileged Communications”). Absent the consent of the Securityholder Representative, neither the Parent nor the Surviving Company shall have a right to access the Privileged Communications following the Closing and neither the Parent nor the Surviving Company shall assert that the attorney-client privilege of the Company Group related to Privileged Communications was waived due to the inadvertent transfer of attorney-client privileged material after the Closing (either because they were included in the computer server(s) of the Surviving Company or were otherwise within the records of the Surviving Company after the Closing). Notwithstanding the foregoing, in the event that a dispute arises between the Parent or the Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx to such third party. The Parties hereto agree that, other than the Privileged Communications, as to all other pre-Closing communications between Xxxxxx, on the one hand, and any member of the Company Group or any of their Affiliates, on the other hand, including such communications that relate to the usual and ongoing business of the Company Group, the attorney-client privilege and all other rights to any evidentiary privilege shall continue to belong to the Surviving Company or the applicable Operating Subsidiary and may be controlled by the Surviving Company and shall not pass to or be claimed by the Securityholder Representative or its Affiliates. 101
Sample 1
AutoNDA by SimpleDocs
Attorney Client Privilege; Conflict of Interest. 8.21. Definitions. Exhibits and Schedules Exhibit A – Delaware Certificate of Merger Exhibit B – Form of Promissory Note Schedule 2.1 – Percentage of Purchase Price Schedule 2.4(a) – Accounting Principles Schedule 2.6(a) – Earnout Period IV Earnout Amount Schedule Schedule 2.6(b) – Earnout Principles Owner Disclosure Schedules Schedule 3.2 Authorized Stock of Holdcos Schedule 3.7 Holdco Undisclosed Liabilities Schedule 3.10 Compliance with Law Schedule 3.11(e) S Corporation Election Schedule 3.12 Holdco Bank Accounts Schedule 3.13(b) Holdco Books and Records Schedule 4.1 Authorized Stock of Target Schedule 4.4 Conflicts Schedule 4.5 Financial Statements Schedule 4.6(b) Target Books and Records Schedule 4.7 Target Undisclosed Liabilities Schedule 4.8 Accounts Receivable Schedule 4.9 Inventory Schedule 4.13 Orders Schedule 4.14(a) Compliance with Law Schedule 4.14(c) Authorizations Schedule 4.16 Employees Schedule 4.18(b) Intellectual Property Schedule 4.18(f) Information Systems Schedule 4.20(a) Customers Schedule 4.20(b) Suppliers Schedule 4.22(a) Insurance Policies Schedule 4.23 Target Bank Accounts Parent Disclosure Schedules Schedule 5.9(a) Compliance with Law AGREEMENT OF MERGER This Agreement of Merger (this “Agreement”) is dated May 1, 2017, and is by and between (a) KUSH BOTTLES, INC., a Nevada corporation (the “Parent”), (b) KBCMP, INC., a Delaware corporation and wholly-owned and direct, first-tier subsidiary of the Parent (“Merger Sub”), (c) LANCER WEST ENTERPRISES, INC, a California corporation (“Lancer”), and WALNUT VENTURES, a California corporation (“Walnut,” and together with Lancer, collectively, the “Holdcos”, each of which may be referred to individually as a “Holdco”)), and (d) Xxxxx Xxxxxxx, an individual (“Xxxxxxx”), and Xxxxxxxx Xxxxxx, an individual (“Xxxxxx,” and together with Xxxxxxx, collectively, the “Owners”, each of whom may be referred to individually as an “Owner”)). Capitalized terms used in this Agreement have the meanings set forth or cross-referenced in Section 8.21. The parties are entering into this Agreement to set forth the terms and conditions on which the Holdcos shall be merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the indirect acquisition by the Parent of CMP Wellness, LLC, a California limited liability company (the “Target”). The parties intend that the merger will constitute a reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code , and in fu...
Sample 1
Attorney Client Privilege; Conflict of Interest. (a) Parent agrees not to assert, and agrees to cause Merger Sub, as the surviving corporation, not to assert, any attorney-client privilege with respect to communications between Xxxxx Xxxxxxx, LLP and either Owner related to this Agreement and transactions contemplated by this Agreement and occurring prior to the Closing Date, it being the intention of the parties hereto that such attorney-client-privilege shall be deemed to be the right of, and retained by, the Owners following the Closing Date.
Sample 1
Attorney Client Privilege; Conflict of Interest. (a) Parent agrees not to assert, and agrees to cause Merger Sub, as the surviving corporation, not to assert, any attorney-client privilege with respect to communications between Holland & Knight LLP and the Company related to this Agreement and transactions contemplated by this Agreement and occurring prior to the Closing Date.
Sample 1

Related to Attorney Client Privilege; Conflict of Interest

  • Termination for Conflict of Interest HCA may terminate this Contract by written notice to the Contractor if HCA determines, after due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, HCA will be entitled to pursue the same remedies against the Contractor as it could pursue in the event Contractor breaches the contract.

  • Organizational Conflict of Interest The guidelines and procedures of FAR 9.5 will be used in identifying and resolving any issues of organizational conflict of interest at the Order level. In the event that an Order requires activity that would create an actual or potential conflict of interest, the Contractor shall:

  • No Conflict of Interest Contractor has no interest that would constitute a conflict of interest under (i) PCC 10365.5, 10410 or 10411; (ii) Government Code sections 1090 et seq. or 87100 et seq.; or (iii) California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with judicial branch entities.

  • NEW JERSEY CONFLICT OF INTEREST LAW The New Jersey Conflict of Interest Law, N.J.S.A. 52:13D-12 et seq. and Executive Order 189 (1988), prohibit certain actions by persons or entities which provide goods or services to any State Agency. Specifically:

  • CONFLICT OF INTEREST POLICY 4.1. The Company, partners of the Company or other affiliated parties may have material interest, a legal relationship or arrangement concerning a specific transaction in the Trader’s Room or on the trading platform or interests, relationships, or arrangements that may be in conflict with the interests of the Client. By way of example, the Company may: - act as Principal concerning any instrument on the Company’s own account by selling to or buying the instrument from the Client; - combine the Client’s transaction with that of another Client; - buy or sell an instrument the Company recommended to the Client; - advise and provide other services to partners or other clients of the Company who may have interests in investments or underlying assets which conflict with the Client’s interests. The Client consents to and grants the Company authority to deal with or for the Client in any manner which the Company considers appropriate, notwithstanding any conflict of interest or the existence of any material interest in any transaction in the Trader’s Room or on the trading platform, without prior notification of the Client. The Company’s employees are required to comply with a policy of impartiality and to disregard any material interests or conflicts of interest when advising the Client.

  • Attorney-Client Privilege The Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The parties (a) share a common legal and commercial interest in all of the Disclosing Party’s Confidential Information that is subject to such privileges and protections; (b) are or may become joint defendants in Proceedings to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; (c) intend that such privileges and protections remain intact should either party become subject to any actual or threatened Proceeding to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; and (d) intend that after the Closing the Receiving Party shall have the right to assert such protections and privileges. No Receiving Party shall admit, claim or contend, in Proceedings involving either party or otherwise, that any Disclosing Party waived any of its attorney work-product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to a Receiving Party due to the Disclosing Party disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.

  • Conflict of Interest Contractor Personnel 2.5.1 The A-E shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the COUNTY. This obligation shall apply to the A-E; the A-E’s employees, agents, and relatives; sub-tier contractors; and third parties associated with accomplishing work and PROJECTS/SERVICES hereunder.

  • Cancellation for Conflict of Interest Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511.

  • CONFLICT OF INTEREST FORM Bidder shall complete the Conflict of Interest Form attached hereto and submit it with their bid.

  • Conflict of Interest No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.