Attorney Representation Clause Samples

Attorney Representation. Ralcorp, on behalf of itself and the other Ralcorp Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of Post resulting from such person being an employee of Ralcorp or any of its Subsidiaries (including the Post Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the Post Parties in any transaction or dispute with respect to this Agreement, the Transaction Agreements, the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. Post, on behalf of itself and the other Post Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of Ralcorp resulting from such person being an employee of Post or any of its Subsidiaries (including the Ralcorp Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the Ralcorp Parties in any transaction or dispute with respect to this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. In furtherance of the foregoing, each Ralcorp Party and each Post Party will, upon request, execute and deliver a specific waiver as may be required in connection with a particular transaction or dispute under the applicable rules of professional conduct in order to effectuate the general waiver set forth above.

Attorney Representation. In the negotiation, preparation and execution of this Agreement, each Party has been represented by, or has been afforded the opportunity to consult with an attorney of such Party’s own choosing prior to the execution of this Agreement and has been advised that it is in such Party’s best interest to do so. The Parties have read this Agreement in its entirety and fully understand its terms and provisions. The Parties have executed this Agreement freely, voluntarily and without any coercion whatsoever, they accept all terms, conditions and provisions hereof.

Attorney Representation. In the negotiation, preparation and execution of this Agreement, each Party has been represented by, or has been afforded the opportunity to consult with an attorney of such Party’s own choosing prior to the execution of this Agreement and has been advised that it is in such Party’s best interest to do so. The Parties have read this Agreement in its entirety and fully understand its terms and provisions. The Parties have executed this Agreement freely, voluntarily and without any coercion whatsoever, they accept all terms, conditions and provisions hereof. The Parties further agree that any rule or construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments.

Attorney Representation. This Agreement is entered into voluntarily by the Parties who stipulate and agree that they are under no duress or undue influence. The Parties represent that in the execution of this Agreement, they had the opportunity to consult legal counsel of their own selection and that the said attorneys have reviewed this Agreement, made any desired changes, and advised their respective clients with respect to the advisability of making the settlement and releases provided herein and of executing this Agreement.

Attorney Representation. (a) Columbia, on behalf of itself and the other Columbia Parties, hereby acknowledges that Sidley is counsel to NiSource, and not counsel to any Columbia Party, in connection with the transactions contemplated by this Agreement. Columbia acknowledges that Sidley has acted as counsel for NiSource and that, in the event of any Dispute (under Article VIII or otherwise), NiSource reasonably anticipates that Sidley will represent the NiSource Parties in such matters. Accordingly, to the extent required by applicable Law or otherwise, Columbia, on behalf of itself and each of the Columbia Parties, expressly (i) consents to Sidley’s representation of any of the NiSource Parties in any post-Distribution matter in which the interests of any Columbia Party, on the one hand, and any NiSource Party, on the other hand, are adverse, whether or not such matter is one in which Sidley may have previously advised NiSource; (ii) consents to the disclosure by Sidley to NiSource of any information learned by Sidley in the course of its representation of NiSource, whether or not such information is subject to the attorney-client privilege or Sidley’s duty of confidentiality and whether or not such disclosure is made before or after the Distribution; and (iii) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of NiSource by Sidley, including in connection with the transactions contemplated by this Agreement or any of the Transaction Agreements. Columbia further covenants, on behalf of itself and each of the Columbia Parties, that it shall not assert any claim against Sidley in respect of legal services provided to NiSource by Sidley, whether or not such services relate to the Columbia Business, the Assets Transferred to Columbia or the transactions contemplated by this Agreement or any of the Transaction Agreements. (b) NiSource, on behalf of itself and the other NiSource Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of Columbia resulting from such person being an employee of NiSource or any of its Subsidiaries (including the Columbia Parties) or having provided legal services to NiSource or any of its Subsidiaries at any time prior to the Distribution and agrees to allow such attorney to represent the Columbia Parties in any transaction or dispute with respect to this Agreement, the Transaction Agreements, the transactions contemplated hereby and...

Attorney Representation. If a Loan Party incorporated under the laws of the Netherlands is represented by an attorney in connection with the signing and/or execution of the Agreement and/or any other Loan Document it is hereby expressly acknowledged and accepted by the parties to the Agreement and/or any other Loan Document that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.

Attorney Representation. Executive is aware that in any contract, including this Agreement, the interests of the parties may conflict and that there may be issues upon which only an attorney is qualified to advise. Executive acknowledges that Executive was free to and was encouraged to retain an attorney to thoroughly discuss all aspects of this Agreement. Executive further acknowledges that Executive had an opportunity to read and review this Agreement and that Executive is knowingly, voluntarily and of Executive’s own free will entering into this Agreement.

Attorney Representation. Each Member hereby acknowledges and agrees that: (a) in the negotiation and preparation of this Agreement and the Basic Documents and with respect to the matters contemplated hereby and thereby, Figure has been independently represented by the law firm of ▇▇▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇”) and Investor has been independently represented by the law firm of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇▇▇”); (b) ▇▇▇▇▇▇▇ has represented both Figure and its Affiliates in other related and unrelated matters and ▇▇▇▇▇▇ ▇▇▇▇▇ has represented both Investor and its Affiliates in other related and unrelated matters; (c) each Member hereby waives any potential conflict of interest resulting from ▇▇▇▇▇▇▇’▇ representation of Figure and its Affiliates, or from ▇▇▇▇▇▇ ▇▇▇▇▇’ representation of Investor and its Affiliates, in each case, with respect to this Agreement, the Basic Documents, and the matters contemplated hereby and thereby, including in connection with such Member and its Affiliates’ enforcement of this Agreement and the Basic Documents or the exercise or performance of any rights, obligations, or remedies hereunder or thereunder; and (d) Figure agrees and acknowledges that in the event of a default on the part of a Figure Person under any Basic Documents, ▇▇▇▇▇▇ ▇▇▇▇▇ shall be free to represent the Company or any of its Subsidiaries in connection with the enforcement of such Basic Document.

Attorney Representation. First Data, on behalf of itself and the other First Data Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of Western Union resulting from such person being an employee of First Data or any of its Subsidiaries (including the Western Union Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the Western Union Parties in any transaction or dispute with respect to this Agreement, the Operating Agreements, the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. Western Union, on behalf of itself and the other Western Union Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of First Data resulting from such person being an employee of Western Union or any of its Subsidiaries (including the First Data Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the First Data Parties in any transaction or dispute with respect to this Agreement, the Operating Agreements and the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. In furtherance of the foregoing, each First Data Party and each Western Union Party will, upon request, execute and deliver a specific waiver as may be required in connection with a particular transaction or dispute under the applicable rules of professional conduct in order to effectuate the general waiver set forth above.