Seller’s Counsel has the meaning set forth in Section 10.13(a).
Seller’s Counsel means Xxxxxxxx Xxxxxxx LLP, Bank of America Plaza, Suite 5200, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000, Attention: Xxxx X. Xxxxxxx.
Seller’s Counsel means McGuireWoods LLP.
Examples of Seller’s Counsel in a sentence
The Purchaser, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Seller, the Company Group or their respective Affiliates by Seller’s Counsel in connection with this Agreement or the Transactions.
The Purchaser, on behalf of itself and its Affiliates, acknowledges and agrees that Sidley Austin LLP (“Seller’s Counsel”) has acted as counsel for the Seller, the Company Group and their respective Affiliates in the past and that such Persons reasonably anticipate that Seller’s Counsel will continue to represent them in future matters.
More Definitions of Seller’s Counsel
Seller’s Counsel has the meaning set forth in Section 12.16.
Seller’s Counsel means Morrxxxx & Xoerxxxx XXX acting through Thomxx X. Xxxxxx, Xxq.
Seller’s Counsel means Xxxx Xxxx Xxxxxx & Darko.
Seller’s Counsel has the meaning set forth in Section 11(i)(ii).
Seller’s Counsel. Section 8.02(c)
Seller’s Counsel has represented only Seller. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or any other agreement between the Stockholders’ Agent or any former Seller stockholder, on the one hand, and Buyer, on the other hand (“Disputes”), Buyer hereby consents to Seller’s Counsel representation of the Stockholders’ Agent (and/or such stockholders) in the Disputes. Buyer acknowledges that Seller’s Counsel has been and will be providing legal advice to Seller in connection with the Merger and the other transactions contemplated by this Agreement and in such capacity will have obtained confidential information of Seller (the “Seller Confidential Information”). The Seller Confidential Information includes all communications, whether written or electronic, including any communications between Seller’s Counsel, the directors, officers, stockholders, accounting firm, and/or employees of Seller, and all files, attorney notes, drafts or other documents directly relating to this Agreement which predate the Closing (collectively, the “Seller’s Counsel Work Product”). In any Dispute, to the extent that any Seller Confidential Information is in Seller’s Counsel’s possession at the Effective Time, such Seller Confidential Information may be used on behalf of the Stockholders’ Agent in connection with such Dispute at the sole discretion of the Stockholders’ Agent. In any Dispute, the Consenting Parties waive the right to present any Seller’s Counsel Work Product as evidence in any action arising out of such Dispute. The Consenting Parties waive their right to access any Seller’s Counsel Work Product, except as reasonably necessary in connection with an action which is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by Seller’s Counsel for the benefit of the former Seller stockholders and the Stockholders’ Agent of any information (confidential or otherwise) disclosed to it by Seller (including its directors, officers, stockholders, accounting firm, and/or employees of Seller) prior to the Effective Time.
Seller’s Counsel means Xxxxxx Xxxxxx Xxxxxxxx & Calisher, LLP.