CERTAIN MATTERS REGARDING LEGAL REPRESENTATION Sample Clauses

CERTAIN MATTERS REGARDING LEGAL REPRESENTATION. (a) Acquisition Engagement. Only the Company shall be considered a client of Ice Xxxxxx LLP, Xxxxx Xxxxx, LLP and Buttonwood Law Corporation (collectively, "Company Counsel") in the engagement for the Merger and the Business Combination. Digital agrees, on behalf of itself and Subco, and, after the Closing, on behalf of Mergeco, that all legal communications occurring prior to the Closing in any form or format whatsoever between or among any Company Counsel, on the one hand, and the Company, or any of their respective Representatives, on the other hand, that would be privileged attorney-client communications under applicable Law and that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement shall be deemed to be the “Merger Privileged Communications” hereunder and that such Merger Privileged Communications and the expectation of client confidence relating thereto belong solely to the Company and with respect to the Company shall pass to the Company Shareholders at and after the Closing, shall be controlled by the Principal Company Shareholders on behalf of the Company Shareholders after the Closing, and shall not pass to or be claimed by Digital or Subco or (after the Closing) remain with or be claimed by Xxxxxxx. Accordingly, Digital shall not have access to any files of any Company Counsel relating to the Merger and the Business Combination. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Company Shareholders (acting through the Principal Company Shareholders) and each Company Counsel shall be the sole holders of the attorney-client privilege with respect to the Merger and Business Combination, and neither Mergeco nor Digital or Subco shall be a holder thereof, (ii) to the extent that files of any Company Counsel in respect of the Merger and Business Combination constitute property of the client, only the Company Shareholders (acting through the Principal Company Shareholders) shall hold such property rights, (iii) No Company Counsel shall have any duty whatsoever to reveal or disclose any such files or Merger Privileged Communications to Mergeco or Digital or Subco by reason of any attorney-client relationship between any Company Counsel and the Company or otherwise; (iv) if a dispute arises between Digital, Subco or Mergeco, on the one hand, and a third party, on the other hand, then Digital or Mergeco may ...
Sample 1
AutoNDA by SimpleDocs

Related to CERTAIN MATTERS REGARDING LEGAL REPRESENTATION

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of November 30, 2006 and unaudited balance sheets for Pubco dated as of August 31, 2007 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements: (a) are in accordance with the books and records of Pubco; (b) present fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Pubco has not received any advice or notification from its independent certified public accountants that Pubco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or the books and records of Pubco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Pubco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Pubco. Pubco has not engaged in any transaction, maintained any bank account, or used any funds of Pubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Pubco.

  • General Representations Borrower represents and warrants to Lender as of the Closing Date that, except to the extent (if any) disclosed on Schedule III with reference to a specific subsection of this Section 3.1:

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Union and Employer Representation No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. To implement this the Union shall supply the Employer with the names of its officers and similarly, the Employer shall supply the Union with a list of its supervisory or other personnel with whom the Union may be required to transact business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!