Common use of Agreements Not at Arm’s Length; Waiver of Conflicts Regarding Common Advisors Clause in Contracts

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, (i) acknowledge and agree (a) 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 Initial Public Offering, (b) 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 (c) not to seek (x) to disqualify any Common Advisor because of any common representation, including, without limitation, the common representations described in Sections 2.1(a)-(b), or (y) at any time assert any conflict on interest with respect thereto, and (ii) 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)

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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, (ia) acknowledge and agree (ai) 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 Initial Public OfferingDistribution, (bii) 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 (ciii) not to seek (xA) to disqualify any common consultant, advisor, accountant, attorney and representative (“Common Advisor Advisors”) because of any common representationpast, including, without limitation, the common representations described in Sections 2.1(a)-(b), present or future representation or (yB) at any time assert any conflict on of interest with respect thereto, and (iib) 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: Master Separation and Distribution Agreement (Pharmacopeia Inc), Master Separation and Distribution Agreement (Pharmacopeia Drug Discovery 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, (ia) acknowledge and agree (ai) 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 Initial Public OfferingDistribution, (bii) 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 (ciii) not to seek (xA) to disqualify any common consultant, advisor, accountant, attorney and representative ("Common Advisor Advisors") because of any common representationpast, including, without limitation, the common representations described in Sections 2.1(a)-(b), present or future representation or (yB) at any time assert any conflict on of interest with respect thereto, and (iib) 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.. ARTICLE IV

Appears in 1 contract

Samples: Master Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc)

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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, (i) acknowledge and agree (a) 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 Initial Public Offering, (b) 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 (c) not to seek (x) to disqualify any Common Advisor because of any common past, present or future representation, including, without limitation, the common representations described in Sections 2.1(a)-(b), or (y) at any time assert any conflict on of interest with respect thereto, and (ii) 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

Samples: Corporate Agreement (Constar International Inc)

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