Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) Xxxxxx LLP and Xxxxx Lovells US LLP (together, “
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) DLA Piper LLP (US) (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) Xxxxxxxx & Xxxxx LLP (“Prior Acquiror Counsel”) has acted as counsel to Acquiror in various matters involving a range of issues and as counsel to Acquiror in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxx LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Additional Agreements, and the transactions contemplated hereby and thereby.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the parties acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company, the Stockholders and Sellers’ Representative in connection with the negotiation of this Agreement and consummation of the Contemplated Transactions.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) Sidley Austin LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) Xxxxxxxx & Xxxxx LLP (“Prior PTAC Counsel”) has acted as counsel to PTAC in various matters involving a range of issues and as counsel to PTAC in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of Buyer, the Company and the Seller acknowledges that: (i) the Company and the Seller have retained Xxxxxxx Procter LLP (“Xxxxxxx”) to act as their counsel in connection with the Contemplated Transactions and that Xxxxxxx has not acted as counsel for any other Person in connection with the Contemplated Transactions and that no other Party or Person has the status of a client of Xxxxxxx for conflict of interest or any other purposes as a result thereof; and (ii) Buyer has retained Fogler, Xxxxxxxx LLP and Xxxxxxxx & Associates to act as its counsel in connection with the transactions contemplated hereby and that neither Fogler, Xxxxxxxx LLP nor Xxxxxxxx & Associates has acted as counsel for the Company or any of its Subsidiaries or the Seller in connection with the transactions contemplated hereby for conflict of interest or any other purposes.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that Cooley has acted as counsel to Privateer in various matters involving a range of issues and as counsel to Privateer in connection with the negotiation of this Agreement and consummation of the Contemplated Transactions.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Notwithstanding that the Company and its Subsidiaries have been represented by Xxxxxxx Procter, LLP (the “Firm”) prior to the date hereof, including, without limitation, in connection with the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees, on their own behalf and on behalf of the Surviving Corporation after the Effective Time, that after the Closing the Firm may represent the Representative, the Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements or such other disputes in which the interests of the Representative and/or the Indemnifying Parties may be directly adverse to Parent and its Subsidiaries (including the Surviving Corporation). Each of Parent and 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.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) Xxxxxxx Coie LLP and Xxxxxx LLP (each referred to herein as “Prior Company Counsel”) have each acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) Xxxxxx Xxxxxx LLP (“Prior 7GC Counsel”) has acted as counsel to 7GC in various matters involving a range of issues and as counsel to 7GC in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of Buyer, the Company and the Seller acknowledges that the Company and the Seller have retained Xxxxxxx Procter LLP (“Goodwin”) and Xxxxx Xxxxxxx LLP (“Xxxxx” and together with Goodwin, the “Seller Firms”) to act as their counsel in connection with the Contemplated Transactions and that the Seller Firms have not acted as counsel for any other Person in connection with the Contemplated Transactions and that no other Party or Person has the status of a client of either of the Seller Firms for conflict of interest or any other purposes as a result thereof.
