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, whe...
Conflicts and Privilege. (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers Representative and the Sellers, shall be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections ...
Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or ...
Conflicts and Privilege. Each of Parent and the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, after the Closing, the Surviving Corporation) (all such Parties the “Waiving Parties”), that each of Xxxxxxx GPM LLP (“Xxxxxxx”) and Shearman & Sterling LLP (“Shearman”) may represent the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation (collectively, the “TV Ammo Group”)), in each case solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Waiving Parties, and each of Parent and the Company, on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxxx’x and Xxxxxxxx’x prior representation of the Company, its Subsidiaries or of Waiving Parties. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Waiving Parties and Xxxxxxx or Shearman, 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 other Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the TV Ammo Group (the “Privileged Communications”), without any waiver thereof. Parent 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 Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has bee...
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K 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 H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the Sellers, H&K may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, even though H&K may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.
Conflicts and Privilege. It is acknowledged by each of the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one hand, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers further agree that, as to all communications among Dentons US LLP or its successor, the Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers and may controlled by Sellers and shall not pass to or be claimed by Buyers or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and the Company, on the one hand, and a third party other than a Sellers, on the other hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next page.]
Conflicts and Privilege. (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any of its successors) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.
Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing. The remainder of this page left intentionally blank.
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxxx, Xxxxxx & Xxxx, P.C. (“Xxxxxxx”) has acted as counsel to the Acquired Companies and the Sellers in connection with the negotiation of this Agreement and consummation of the Transactions. The Purchaser hereby consents and agrees to, and agrees to cause the Acquired Companies to consent and agree to, Xxxxxxx representing the Sellers after the Closing, including with respect to disputes in which the interests of the Sellers may be directly adverse to the Purchaser and its Affiliates (including the Acquired Companies), and even though Xxxxxxx may have represented the Acquired Companies in a matter substantially related to any such dispute, or may be handling ongoing matters for the Acquired Companies. The Purchaser further consents and agrees to, and agrees to cause the Acquired Companies to consent and agree to the communication by Xxxxxxx to the Sellers in connection with any such representation of any fact known to Xxxxxxx arising by reason of Xxxxxxx’x prior representation of the Acquired Companies. In connection with the foregoing, the Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Acquired Companies to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Xxxxxxx’x prior representation of the Acquired Companies and (ii) Xxxxxxx’x representation of the Sellers prior to and after the Closing.
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxx Xxxx LLP (“Tonkon”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
