Conflict Waiver; Attorney-Client Privilege. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that:
Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees, and Affiliates, that (i) Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP has acted as counsel to the DMK Stockholders and DMK, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. Axxxxx agrees, and shall cause the Surviving Corporation to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successor) (the “DMK Law Firm”) shall not preclude DMK Law Firm from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK Stockholders, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) Adamis shall not, and shall cause the Surviving Corporation not to, seek or have DMK Law Firm disqualified from any such representation based on the prior representation of DMK by DMK Law Firm. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties 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 connection herewith. The covenants, consent, and waiver contained in this Section 10.11(a) shall not be deemed exclusive of any other rights to which DMK Law Firm is entitled whether pursuant to law, contract, or otherwise. 62
Conflict Waiver; Attorney-Client Privilege. (a) Each of the parties hereto acknowledges that Sxxxx & Wxxxxx L.L.P. and Jordan Geotas (collectively, “Sellers’ Counsel”) is serving as counsel for the Company and the Sellers’ Representative in connection with the negotiation and consummation of this Agreement, the other documents contemplated, executed and delivered pursuant to this Agreement, and the Transaction Documents and Sellers’ Counsel has represented the Company on other matters. Purchaser and the Company expressly consent to Sellers’ Counsel’s representation of the Sellers’ Representative in any matter after the date of this Agreement in which the interests of Purchaser, on the one hand and the Sellers and the Sellers’ Representative, on the other hand, are adverse and Purchaser shall not, and shall cause the Company not to, seek to or have Sellers’ Counsel disqualified from any such representation based upon the prior representation of the Company by Sellers’ Counsel, whether or not such matter is one in which Sellers’ Counsel may have previously advised the Company, and the Company and Purchaser agree to cause the Company to execute and deliver any conflict waiver letter or other document, reasonably requested by the Sellers’ Representative, to confirm and implement such consent and the provisions of this Section 12.15. The covenants, consent and waiver contained in this Section 12.15 shall not be deemed exclusive of any other rights to which Sellers’ Counsel is entitled whether pursuant to law, contract or otherwise. 92
Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that Xxxxxxx & Xxxxxx L.L.C. (the "Group Companies Counsel") has acted as counsel to the Group Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Conflict Waiver; Attorney-Client Privilege. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, stockholders, partners, officers, employees and Affiliates, that Xxxxxx Xxxxxx Xxxxx (US) LLP has acted as counsel to Seller and DERMAdoctor in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the Contemplated Transactions. Xxxxx agrees, and shall cause DERMAdoctor to agree, that, following consummation of the Contemplated Transactions, such representation and any prior representation of DERMAdoctor by Xxxxxx Xxxxxx Xxxxx (US) LLP (or any successor) (the “Seller Law Firm”) shall not preclude Seller Law Firm from serving as counsel to Seller, including any successor, or any director, manager, member, stockholder, partner, officer or employee of Seller, in connection with any litigation, dispute, claim, obligation or other Proceeding arising out of or relating to this Agreement or the Transaction Documents or the Contemplated Transactions. Buyer shall not, and shall cause DERMAdoctor not to, seek or have Seller Law Firm disqualified from any such representation based on the prior representation of DERMAdoctor by Seller Law Firm. Each of the parties consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation.
Conflict Waiver; Attorney-Client Privilege. Notwithstanding that the Company has been represented by Holland & Knight LLP (the “Firm”) in the preparation, negotiation and execution of the this Agreement and the transactions contemplated hereby, the Company agrees that after the Closing the Firm may represent the Stockholders Representative, the Stockholders and/or their affiliates in matters related to this Agreement and the transactions contemplated hereby, including without limitation in respect of any indemnification claims pursuant to this Agreement and the transactions contemplated hereby. The Company hereby acknowledges, on behalf of itself and its affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. Without limiting the foregoing, the Parties agree that they do not intend for the attorney-client privilege between the Firm and the Company to continue with the Company following the Closing. Accordingly, none of Parent, the Company, Merger Sub, Merger Sub II or the Surviving Company shall have any rights with respect to the attorney-client privilege that existed between the Firm and the Company prior to the Closing and each of the Parent, the Company, Merger Sub, Merger Sub II or the Surviving Company agree not to waive or seek to waive such privilege or otherwise obtain, or seek to obtain, any information subject to attorney-client privilege with respect to any time period prior to the First Effective Time. (Signature Page Follows)
Conflict Waiver; Attorney-Client Privilege. 1. Each of the Parties hereby acknowledges and agrees that DLA Piper LLP (US) (“DLA Piper”) has served as counsel to CS in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and that, following Closing and the transactions contemplated by this Agreement, DLA Piper (or any successor) may serve as counsel to any of the Shareholders in connection with any litigation, claim or obligation arising out of or relating to this Agreement, or any of the transactions contemplated by this Agreement notwithstanding such representation, 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.
Conflict Waiver; Attorney-Client Privilege. (a) Buyer and Merger Sub waive and shall not assert, and each agrees to cause the Company and its Affiliates and Representatives 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 Holders Representative, any Holder, or any of their Affiliates (excluding, after Closing, the Company), or any officer, employee, manager or director of the Company (any such Person, a “Designated Person”) in any matter involving Buyer, Merger Sub or their Affiliates (after Closing, including the Company), or this Agreement or any other Transaction Document or the Contemplated Transactions (including any litigation, arbitration, mediation or other proceeding), by Xxxxx Lord LLP (the “Current Counsel”), which firm is representing the Company and certain of the Designated Persons in connection with this Agreement, the Transaction Documents and the Contemplated Transactions (the “Current Representation”).
Conflict Waiver; Attorney-Client Privilege. Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that:
Conflict Waiver; Attorney-Client Privilege. (a) Conflict of Interest. If the Stockholder Representative so desires, acting on behalf of the Stockholders and without the need for any consent or waiver by the Company or Buyer, GTC Law Group PC and Affiliates and Xxxxx Hong LLP (each, a “Seller Counsel Firm”) shall be permitted to represent Stockholders and the Stockholder Representative after the Closing in connection with any matter, including without limitation, anything related to the Merger, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, each Seller Counsel Firm shall be permitted to represent the Stockholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Buyer, the Surviving Corporation or any of their agents or Affiliates under or relating to this Agreement, the Merger, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Upon and after the Closing, the Company shall cease to have any attorney-client relationship with each Seller Counsel Firm, unless and to the extent such Seller Counsel Firm 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 Stockholders or the Stockholder Representative consents in writing at the time to such engagement. Any such representation of the Company by a Seller Counsel Firm after the Closing shall not affect the foregoing provisions hereof.
