Conflicts and Privileges Sample Clauses

Conflicts and Privileges. (a) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including Xxxxxxxx & Xxxxxxxx LLP, Xxxxxxxxx Xxxxxxx, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whe...
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Conflicts and Privileges. Each Member hereby waives and agrees not to assert, and agrees to cause each of its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation, before or after the Restatement Date, of the Company or the WME Member, the SL Member, the KKR Member, the Xxxxxxxx Member, the January Capital Member or the MSD Member or any of their Affiliates in any matter involving this Agreement or any other agreements or transactions contemplated hereby by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxxxxxxx & Xxxxx LLP, Freshfields Bruckhaus Xxxxxxxx US LLP, Milbank, Tweed Hadley & XxXxxx LLP or Akin Gump Xxxxxxx Xxxxx & Xxxx LLP. [Signature pages follow] 110 IN WITNESS WHEREOF, the Company and the Members party hereto have caused this Agreement to be executed effective as of the day and year first above written. COMPANY: ZUFFA PARENT, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] [***] By: /s/ [***] Name: [***...
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Conflicts and Privileges. Each party hereto hereby waives and agrees not to assert, and agrees to cause each of its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation, before or after the Effective Date, of the Company or their Affiliates in any matter involving this Agreement or any other agreements or transactions contemplated hereby by Xxxxxx & Xxxxxxx LLP.
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Conflicts and Privileges. It is acknowledged by each of the parties hereto that the Holder Representative and the Holders have been represented by Xxxxxx and Xxxx LLP (“Xxxxxx”) in connection with the transactions contemplated hereby. Parent and Merger Sub hereby agree that in the event that a dispute arises after the Closing between Parent and its Subsidiaries, on the one hand, and the Holder Representative and the Holders, on the other hand, Xxxxxx may represent the Holder Representative and the Holders in such dispute even though the interests of the Holder Representative and the Holders may be directly adverse to Parent and its Subsidiaries, and even though Xxxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Xxxxxx, the Company, the Holder Representative and/or any Holder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Holder Representative and the Holders and may be controlled by the Holder Representative and the Holders and shall not pass to, or be claimed by, Parent, Merger Sub, the Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation and its Subsidiaries, on the one hand, and a third party other than the Holder Representative or a Holder, on the other hand, Parent, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party.
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Conflicts and Privileges. (a) Each party acknowledges and agrees that in connection with the matters related to this Agreement, XxXxxxxx Xxxxxxx LLC solely represented the Company and did not represent any of the Company Securityholders or any director, officer or employee of the Company individually.
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Conflicts and Privileges. Each of the parties hereto hereby agrees, on its own behalf and on behalf of its direct or indirect directors, partners, managers, members, partners, officers, employees, and Affiliates, that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any of the Representative, the Company Equityholders, and their respective Affiliates (individually and collectively, the "Seller Group"), on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the other agreements entered into in connection herewith and the consummation of the transactions contemplated hereby and thereby. Each of the parties to this Agreement hereby further agrees, on its own behalf and on behalf of its direct or indirect directors, partners, managers, members, partners, officers, employees, and Affiliates, that Xxxxxxxx & Xxxxx LLP may serve as counsel to the Seller Group, any member thereof, or any direct or indirect director, partner, manager, member, partner, officer, employee, or Affiliate of any member of the Seller Group, in connection with any matter (including any Action) arising out of or relating to this Agreement, the other agreements entered into in connection herewith, or the transactions contemplated hereby or thereby, notwithstanding such representation of the Company or any continued or continuing representation of the Company. 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.
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Conflicts and Privileges. (a) Each of the Parties hereby irrevocably acknowledge and agree that: (i) Cxxxxx LLP (the “Designated Firm”) has acted as counsel to the Company prior to the Closing, including in connection with the Transactions contemplated hereby, (ii) in connection with any dispute arising under or in connection with this Agreement, any agreement, instrument or document entered into pursuant to this Agreement or the Transaction or other transactions contemplated by this Agreement (a “Dispute”), Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the Company after the Closing to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with the Designated Firm’s representation of the Company prior to and after the Closing; (iii) all communications between or among any of the Company, its Representatives, any of the Company Stockholders or any of the Company’s directors, officers, managers, employees, agents, advisors (including the Designated Firm) or their representatives made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute or otherwise relating to any potential sale or acquisition of the Company, and all related documents and files (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications and shall be excluded from the assets to be transferred to Acquiror pursuant to this Agreement or any other agreement, instrument or document contemplated hereby; (iv) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto shall be vested exclusively in the Surviving Company on behalf of the Company and shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Surviving Company on behalf of the Company; (v) neither Acquiror nor Merger Sub shall have any right, directly or indirectly, to assert or waive any privilege or protection against disclosure, or discover, use or disclose any Protected Seller Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement or the Transaction or other transactions contemplated by this Agreement; and (vi) the Designated Firm shall have no duty to disclose any Protected Seller Communications to Ac...
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Related to Conflicts and Privileges

  • Conflicts and Privilege (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication.

  • Rights and Privileges On and after the Effective Date, all the rights, privileges, powers, franchises, facilities and immunities, as well as all the properties, real, personal and mixed, tangible and intangible, of Bank shall continue unaffected and unimpaired by the Merger. On and after the Effective Date, the Surviving National Bank shall without further transfer, possess all of the rights, privileges, powers, franchises, facilities, and immunities, as well as all the properties, real, personal and mixed, tangible and intangible, of Bank and Subsidiary.

  • Conflicts and Interpretation In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.

  • Conflicts of Interests The Company shall use its best efforts to ensure that the Company's employees, during the term of their employment with the Company, do not engage in activities that would result in a conflict of interest with the Company. The Company's obligations hereunder include, but are not limited to, requiring that the Company's employees devote their primary productive time, ability, and attention, to the business of the Company (provided, however, the Company's employees may engage in other business activity if such activity does not materially interfere with their obligations to the Company), requiring that the Company's employees enter into agreements regarding proprietary information and confidentiality and preventing the Company's employees from engaging or participating in any business that is in competition with the business of the Company.

  • Conflicts of Interest It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.

  • Brokerage and Avoidance of Conflicts of Interest In connection with purchases or sales of Fund securities for the account of the Fund, neither the Adviser nor any of its trustees, officers or employees will act as a principal or agent or receive any commission with respect to such purchases or sales. The Adviser or its agents shall arrange for the placing of all orders for the purchase and sale of Fund securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities. The parties agree that it is in the interests of the Fund that the Adviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to such Fund than may result when brokerage is allocated to other brokers on the basis of the best price and execution. The Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Adviser may consider the brokerage and research services (as such terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Adviser exercises investment discretion.

  • Resolution of Conflicts of Interest (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or the limited liability company or partnership agreement of any other Group Member, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any other Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (including the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is “fair and reasonable” to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting practices or principles; and (D) such additional factors as the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

  • No Conflicts, etc The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

  • Conflicts and Pending Action There is no agreement to which Purchaser is a party or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.

  • No Conflicts of Interest Executive agrees that throughout the period of Executive’s employment hereunder or otherwise, Executive will not perform any activities or services, or accept other employment that would materially interfere with or present a conflict of interest concerning Executive’s employment with the Company. Executive agrees and acknowledges that Executive’s employment by the Company is conditioned upon Executive adhering to and complying with the business practices and requirements of ethical conduct set forth in writing from time to time by the Company in its employee manual or similar publication. Executive represents and warrants that no other contract, agreement or understanding to which Executive is a party or may be subject will be violated by the execution of this Agreement by Executive.

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