Waivers; Terminations Sample Clauses

Waivers; Terminations. Recognizing that Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP has acted as legal counsel to Sellers and certain of their Affiliates, and the Company prior to the Closing, and that Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP intends to act as legal counsel to Sellers and certain of their respective Affiliates (which will no longer include the Company) after the Closing, each of Purchaser, the Company and the Company's Subsidiaries hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP representing Sellers and/or any of Sellers’ Affiliates after the Closing as such representation may involve Purchaser, or any of the Company or its Subsidiaries or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between Sellers, their Affiliates, the Company or its Subsidiaries, on the one hand, and Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP on the other hand, 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 Sellers and their respective Affiliates (and not the Company or its Subsidiaries). Accordingly, Purchaser agrees that the Company shall not have access to any such communications, or to the files of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP and relating to their engagement in connection with the transactions contemplated by this Agreement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) Sellers and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the Company shall not be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Company) shall hold such property rights and (c) Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP shall not have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP and the Company or otherwise. This Section 8.17 is for the benefit of Sellers and Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, and Xxxxxxxxxx Hyatt Xxxxxx Xxx...
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Related to Waivers; Terminations

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

  • Permitted Terminations The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Qualifying Terminations Any of the following events resulting in a cessation of the Employee’s employment by the Company during the Covered Employment Term shall constitute a “Qualifying Termination”: (i) discharge by the Company without Cause (as hereinafter defined); or (ii) the Employee’s resignation with Good Reason.

  • Amendments; Termination Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof.

  • Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

  • Other Terminations If Executive’s service with the Company is terminated by the Company or by Executive for any or no reason other than as a Covered Termination, then Executive shall not be entitled to any benefits hereunder other than accrued but unpaid salary, bonus, vacation and expense reimbursement in accordance with applicable law and to elect any continued healthcare coverage as may be required under COBRA or similar state law.

  • Termination With Cause The Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of a Primary Servicer Termination Event. Any notice of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.

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