Attorney-Client Privilege; Continued Representation. The Parties hereto hereby acknowledge that Xxxxxx LLP has acted as counsel to the Company in connection with the transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Company and Xxxxxx LLP prior to Closing and (b) Sellers (and any subset of them) and Xxxxxx LLP following Closing. Each of the Parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP from acting and continuing to act as counsel to any of the Sellers either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Company in connection with the transactions contemplated herein; and (ii) the Sellers have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx LLP prior to the Closing to the extent such communications concern the transactions contemplated by this Agreement. The parties furthermore agree that for the purposes of the attorney-client privilege, any communications between Xxxxxx LLP and the Company or the Sellers that were made in the course of negotiating the transactions contemplated by this Agreement that relate to the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other dispute arising in connection with the transactions contemplated hereby (“Protected Communications”) shall be deemed privileged communications of the Sellers for the purposes of such claims or disputes, and to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of the Sellers; provided, however, that, for the avoidance of doubt, the foregoing shall not apply to communications between Xxxxxx LLP and Buyer or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation of the foregoing Persons, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act or otherwise
Attorney-Client Privilege; Continued Representation. The parties hereto hereby acknowledge that Vxxxxxx LLP has acted as counsel to the Company, the Manager and SBEEG from time to time prior to the transactions contemplated by this Agreement as well as with respect thereto. The following provisions in this Section 12.17 apply to the attorney-client relationship between (a) the Company and Vxxxxxx LLP prior to the Closing and (b) the Manager and SBEEG and Vxxxxxx LLP following the Closing. Each of the parties hereto agrees that: (i) it will not seek to disqualify Vxxxxxx LLP, based solely on its prior representation of the Company, the Manager and SBEEG, from acting and continuing to act as counsel to the Manager and SBEEG either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement; (ii) the Manager and SBEEG have a reasonable expectation of privacy with respect to their and the Company’s communications (including any e-mail communications using the Company’s email system) with Vxxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein and were confidential between the Manager, SBEEG and/or the Company and Vxxxxxx LLP; and (iii) the Manager and SBEEG (and, following the Closing, not Parent or any of its Affiliates, including, without limitation, the Company) shall have access to all such privileged communications. * * * *
Attorney-Client Privilege; Continued Representation. (a) Each Party hereto acknowledges and agrees that Xxxxxx, XxXxxxxxx & Fish LLP (“Xxxxxx”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. Parent hereby consents and agrees to, and agrees to cause the Surviving Company to consent and agree to, Xxxxxx representing the holders of Shares, including the Indemnifying Stockholder (the “ Stockholders”) after the Closing, including with respect to disputes in which the interests of the Stockholders may be directly adverse to Parent and its Affiliates, and even though Xxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters. Parent further consents and agrees to, and agrees to cause the Company to consent and agree to, the communication by Xxxxxx to the Stockholders in connection with any such representation of any fact known to Xxxxxx arising by reason of Xxxxxx’x prior representation of the Company. In connection with the foregoing, Parent hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Xxxxxx’x prior representation of the Company with respect to a matter where Parent or the Company is adverse to the Stockholders, and (ii) Xxxxxx’x representation of the Stockholders.
Attorney-Client Privilege; Continued Representation. The parties hereto hereby acknowledge that Xxxxxx LLP has acted as counsel to the Company and certain of its Members from time to time prior to the transactions contemplated herein as well as with respect to the transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Company and Xxxxxx LLP prior to Closing and (b) the Effective Time Holders (and any subset of them) and Xxxxxx LLP following Closing. Each of the parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP from acting and continuing to act as counsel to any of the Effective Time Holders either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein, and (ii) the Effective Time Holders have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein.
Attorney-Client Privilege; Continued Representation. (a) If the Stockholders’ Representative so desires, acting on behalf of the Securityholders and without the need for any consent or waiver by the Company or Parent, Xxxxxx LLP (“Cooley”) shall be permitted to represent the Company Indemnitors and the Stockholders’ Representative after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx shall be permitted to represent the Company Indemnitors, the Stockholders’ Representative, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Parent, the Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement. Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx, unless and to the extent Xxxxxx is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Company Indemnitors or the Stockholders’ Representative consents in writing at the time to such engagement. Any such representation of the Company by Xxxxxx after the Closing shall not affect the foregoing provisions hereof. Notwithstanding the foregoing, in the event that a dispute arises between Parent and the Company, on one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx or any other legal counsel of the Company Security Holders to such third party.
Attorney-Client Privilege; Continued Representation. (a) Each Party acknowledges and agrees that Xxxxxx, XxXxxxxxx & Fish LLP (“Xxxxxx”) has acted as counsel to Seller, Bank and Parent in connection with the negotiation of this Agreement and consummation of the Transactions. Xxxxx hereby consents and agrees to Xxxxxx representing Seller, Bank and Parent after the Closing, including with respect to disputes in which the interests of Seller may be directly adverse to Buyer and its Subsidiaries, and even though Xxxxxx may have represented Seller in a matter substantially related to any such dispute, or may be handling ongoing matters. In connection with the foregoing, Xxxxx hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Xxxxxx’x prior representation of Seller with respect to a matter where Buyer is adverse to Seller, and (ii) Xxxxxx’x representation of Seller prior to and after the Closing.
Attorney-Client Privilege; Continued Representation. (a) Seller and the Company hereby inform Buyer that each of the Company, Seller and their respective Subsidiaries have retained Xxxxx Xxxx to act as its counsel in connections with transactions contemplated herein and that Xxxxx Xxxx has not acted as counsel for the other Parties in connection with the transactions contemplated herein and that the other Parties do not have the status of a client of Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof.
Attorney-Client Privilege; Continued Representation. (a) Each of the Parties hereto acknowledges and agrees that Xxxxxxx & Xxxxxxxxxx LLP and Xxxxxxx Procter LLP (“Hinshaw/Goodwin”) have acted as counsel to the Company, the Member Representative, the Members and their respective Affiliates in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Attorney-Client Privilege; Continued Representation. (a) Each of the Parties hereto acknowledges and agrees that Xxxxxx LLP (“Cooley”) has acted as counsel to the Company and its Subsidiaries and their Affiliates in connection with the negotiation of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement.
Attorney-Client Privilege; Continued Representation. (a) Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees, and Affiliates, that:
