Waiver of Conflicts Sample Clauses

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-Clien...
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Waiver of Conflicts. The Buyer and the Company agree that the Buyer shall not, and shall cause the Company not to, seek to have Xxxxxx LLP (“Cooley”) disqualified from representing the Seller Representative, any Holder or any of their respective Affiliates in connection with any dispute that may arise between the Seller Representative, any Holder or any of their respective Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other, in connection with this Agreement or the transactions contemplated hereby. In connection with any such dispute that may arise between the Seller Representative, any Holder or any of their respective Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other, in connection with this Agreement or the transactions contemplated hereby, the Seller Representative (and not Buyer or the Company) shall have the right to decide whether or not to waive the attorney-client privilege (the “Retained Privilege”) that may apply to any communications between the Company and Cooley that occurred before the Closing; provided, that, for the avoidance of doubt, the forgoing shall not extend to any communication not involving this Agreement, the Merger or any other agreements or transactions contemplated hereby, or to communications with any Person other than Cooley; provided, further, that nothing in this Section 10.19 shall be construed as a waiver of any attorney-client privilege. Notwithstanding the foregoing, in the event that a dispute arises between the Company and any other person, the Company may assert the attorney-client privilege to prevent disclosure to such other person of confidential communications between Cooley and the Company. Nothing in this Section 10.19 shall be construed as a waiver of any privilege controlled by the Buyer, Merger Sub or the Company after the Closing (which for the avoidance of doubt excludes the Retained Privilege), nor shall anything herein be construed to permit Cooley to communicate to the Seller Representative, any Holder or any of their respective Affiliates after the Closing any information subject to a privilege controlled by the Buyer, Merger Sub, or the Company (which for the avoidance of doubt excludes the Retained Privilege). Notwithstanding any other provision herein, this Section 10.19 shall be irrevocable, and no term of this Section 10.19 may be amended, waived or modified, without the prior written consent of the Seller Representative and Cooley. [The remainder of this ...
Waiver of Conflicts. It is acknowledged by each of the Parties that each of the Seller Bank and certain Affiliates of the Significant Shareholders have retained Skadden to act as its counsel in connection with the transactions contemplated hereby and that Skadden 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 Skadden for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees that, in the event that any dispute arises after the Closing between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, Skadden may represent any or all of the Significant Shareholders in such dispute even though the interests of the Significant Shareholders may be directly adverse to Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, and even though Skadden formerly may have represented the Seller Bank or any of the Seller Bank’s Subsidiaries in any matter substantially related to such dispute. Each of the Seller Bank (on behalf of itself and the Surviving Bank), Parent and State Bank acknowledges and agrees that, in connection with any future dispute between Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates, on the one hand, and any of the Significant Shareholders or their respective Affiliates, on the other hand, with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, as to all communications among Skadden, the Seller Bank, any of the Seller Bank’s Subsidiaries, any Significant Shareholder that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to each Significant Shareholder and may be controlled by such Person and shall not pass to or be claimed by Parent, the Surviving Bank or any of their respective Subsidiaries or Affiliates. The Parties understand and agree that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, the Parties further understand and agree that the consummation of the transactions contemplated by this Agr...
Waiver of Conflicts. Each party to this Agreement acknowledges that Venture Law Group ("VLG") is general corporate counsel for Corixa and has represented Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement and the Put/Call Agreement, and that VLG has in the past performed and may continue to perform legal services for certain investors in GenQuest ("Investors") and for GenQuest in matters unrelated to the transactions described in this Agreement, including the representation of certain Investors in venture capital financings and other matters and the representation of GenQuest in certain transactions and general corporate matters. In addition, VLG has been requested to, and has agreed to, provide a legal opinion with respect to certain legal matters regarding the transactions contemplated by GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof (the "Opinion"). Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, and (b) gives its informed written consent to (i) VLG's general corporate representation of Corixa, (ii) VLG's representation of certain of the Investors in such unrelated matters, (iii) VLG's representation of GenQuest with respect to the negotiation of, and the transactions contemplated by, GenQuest's Series B Preferred Stock Purchase Agreement dated as of the date hereof, GenQuest's Amended and Restated Investors' Rights Agreement, dated as of the date hereof, GenQuest's Second Amended and Restated Certificate of Incorporation and the Amendment and Termination Agreement dated as of the date hereof, (iv) VLG's provision of the Opinion and the representation of GenQuest in certain unrelated transactions and general corporate matters, (v) VLG's representation of Corixa with respect to the negotiation of, and the transactions contemplated by, this Agreement, the Collaboration Agreement, the Put/Call Agreement and GenQuest's Amended and Restated Voting Agreement dated as of the date hereof, and (vi) VLG's provision of services for GenQuest through GenQuest's relationship with Corixa, as set forth in this Agreement, the Collaboration Agreement and the Put/Call Agreement. Each party to this Agreement further acknowledges that it has had the opportunity to confer with legal counsel of its choice in connection with the transactions contemplated hereby.
Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the Financing.
Waiver of Conflicts. Each party to this Agreement ------------------- acknowledges that Venture Law Group, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Purchasers in matters unrelated to the transactions described in this Agreement, including the representation of such Purchasers in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Venture Law Group's representation of certain of the Purchasers in such unrelated matters and to Venture Law Group's representation of the Company in connection with this Agreement and the transactions contemplated hereby. [Signature page follows] The parties have executed this Series B Preferred Stock Purchase Agreement as of the date first written above. COMPANY: XXXXXXXX.XXX, INC. /s/ Xxxxxx Xxxxxx ____________________________________________ Xxxxxx Xxxxxx, President Address: 0000 Xxxxxxxx Xxx. X. Xxxxx 000 Xxxxxxx, XX 00000 Fax: (000) 000-0000 [SIGNATURE PAGE TO XXXXXXXX.XXX, INC. PURCHASE AGREEMENT] PURCHASER: OLYMPIC VENTURE PARTNERS IV, L.P. By: OVMC IV, L.L.C. Its General Partner /s/ Xxxxxxx X. Xxxxx, Xx. By:_________________________________ General Partner Address: 0000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000 OVP IV ENTREPRENEURS FUND, L.P. By: OVMC IV, L.L.C. Its General Partner /s/ Xxxxxxx X. Xxxxx, Xx. By:_________________________________ General Partner Address: 0000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000
Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Offering”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Offering. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Offering solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Offering, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Offering.
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Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxxxxx Xxxxxxx, counsel for the Company, has in the past and may continue to perform legal services for certain of the Investors in matters unrelated to the transactions described in this Agreement, including the representation of such Investors in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (1) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (2) acknowledges that Xxxxxxxxx Xxxxxxx represented the Company in the transaction contemplated by this Agreement and has not represented any individual Investor or any individual stockholder or employee of the Company in connection with such transaction; and (3) gives its informed written consent to Xxxxxxxxx Dettmer’s representation of certain of the Investors in such unrelated matters and to Xxxxxxxxx Dettmer’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.
Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have in the past performed and may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.
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