Agreements Not at Arm’s Length; Waiver of Conflicts Regarding Common Advisors. Each of the parties hereto does hereby, for itself and its respective successors and assigns, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, for itself and its respective successors and assigns, (a) acknowledge and agree (i) that this Agreement and the Ancillary Agreements have been made in the context of a parent-subsidiary relationship and have been negotiated in the overall context of the Distribution, (ii) that this Agreement and the Ancillary Agreements are not on arm’s length terms and are not representative of the terms that either party or any member of its Group might have reached with unaffiliated third parties or of the terms of future agreements that either party or any member of its Group may enter into with unaffiliated third parties and (iii) not to seek (A) to disqualify any common consultant, advisor, accountant, attorney and representative (“Common Advisors”) because of any past, present or future representation or (B) at any time assert any conflict of interest with respect thereto, and (b) forever remise, release and forever discharge all claims against all Common Advisors, and their respective heirs, executors, administrators, successors and assigns, arising from the commonality of such representations or any conflicts arising therefrom.
Appears in 2 contracts
Samples: Master Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc), Master Separation and Distribution Agreement (Pharmacopeia Inc)
Agreements Not at Arm’s Length; Waiver of Conflicts Regarding Common Advisors. Each of the parties hereto does hereby, for itself and its respective successors and assigns, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, for itself and its respective successors and assigns, (ai) acknowledge and agree (ia) that this Agreement and the Ancillary Agreements have been made in the context of a parent-subsidiary relationship and have been negotiated in the overall context of the DistributionInitial Public Offering, (iib) that this Agreement and the Ancillary Agreements are not on arm’s length terms and are not representative of the terms that either party or any member of its Group might have reached with unaffiliated third parties or of the terms of future agreements that either party or any member of its Group may enter into with unaffiliated third parties and (iiic) not to seek (Ax) to disqualify any common consultant, advisor, accountant, attorney and representative (“Common Advisors”) Advisor because of any pastcommon representation, present or future representation including, without limitation, the common representations described in Sections 2.1(a)-(b), or (By) at any time assert any conflict of on interest with respect thereto, and (bii) forever remise, release and forever discharge all claims against all Common Advisors, and their respective heirs, executors, administrators, successors and assigns, arising from the commonality of such representations described in Sections 2.1(a)-(b) or any conflicts arising therefrom.
Appears in 2 contracts
Samples: Corporate Agreement (Constar Inc), Corporate Agreement (Constar Inc)
Agreements Not at Arm’s Length; Waiver of Conflicts Regarding Common Advisors. Each of the parties hereto does hereby, for itself and its respective successors and assigns, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, for itself and its respective successors and assigns, (ai) acknowledge and agree (ia) that this Agreement and the Ancillary Agreements have been made in the context of a parent-subsidiary relationship and have been negotiated in the overall context of the DistributionInitial Public Offering, (iib) that this Agreement and the Ancillary Agreements are not on arm’s length terms and are not representative of the terms that either party or any member of its Group might have reached with unaffiliated third parties or of the terms of future agreements that either party or any member of its Group may enter into with unaffiliated third parties and (iiic) not to seek (Ax) to disqualify any common consultant, advisor, accountant, attorney and representative (“Common Advisors”) Advisor because of any past, present or future representation representation, including, without limitation, the representations described in Sections 2.1(a)-(b), or (By) at any time assert any conflict of interest with respect thereto, and (bii) forever remise, release and forever discharge all claims against all Common Advisors, and their respective heirs, executors, administrators, successors and assigns, arising from the commonality of such representations described in Sections 2.1(a)-(b) or any conflicts arising therefrom.
Appears in 1 contract
Agreements Not at Arm’s Length; Waiver of Conflicts Regarding Common Advisors. Each of the parties hereto does hereby, for itself and its respective successors and assigns, and shall cause the members of its Group over which it has legal or effective direct or indirect control to, for itself and its respective successors and assigns, (a) acknowledge and agree (i) that this Agreement and the Ancillary Agreements have been made in the context of a parent-subsidiary relationship and have been negotiated in the overall context of the Distribution, (ii) that this Agreement and the Ancillary Agreements are not on arm’s 's length terms and are not representative of the terms that either party or any member of its Group might have reached with unaffiliated third parties or of the terms of future agreements that either party or any member of its Group may enter into with unaffiliated third parties and (iii) not to seek (A) to disqualify any common consultant, advisor, accountant, attorney and representative (“"Common Advisors”") because of any past, present or future representation or (B) at any time assert any conflict of interest with respect thereto, and (b) forever remise, release and forever discharge all claims against all Common Advisors, and their respective heirs, executors, administrators, successors and assigns, arising from the commonality of such representations or any conflicts arising therefrom.. ARTICLE IV
Appears in 1 contract
Samples: Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc)