Conflict of Interest Waiver. By signing this retainer, Client hereby WAIVES any actual or perceived conflict of interest concerning Attorney’s representation of Client in this or any other case if Attorney was/has been engaged by any opposing party or their counsel for the purposes of drafting any order or other paper including, but not limited to, a pension division order such as a Qualified Domestic Relations Order or if Attorney was acting as a retained expert.
Conflict of Interest Waiver. (a) The Parties agree and acknowledge that they have requested Escrow Agent to act as the escrow agent, despite Escrow Agent’s disclosure to the Parties that the Escrow Agent represents the Party identified in paragraph 4 of the Agreement in connection with the Contract, the Agreement, or other matters. The Parties agree and acknowledge that the Escrow Agent has disclosed that Escrow Agent’s representation of such Party in connection with the Contract, the Agreement, or any other matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the above referenced party, and therefore, an actual conflict of interest under the New York’s Rules of Professional Conduct may exist. Escrow Agent does not believe that its representation of such Party will impair its ability to perform its duties as Escrow Agent pursuant to the terms herein.
(b) The Parties have each had the opportunity to consult with counsel and with full knowledge of all relevant facts. The Parties each acknowledge, agree and consent to Escrow Agent (i) continuing to act as Escrow Agent hereunder and (ii) continuing to represent the above referenced Party in the transaction contemplated by the Contract, the Agreement, and in any other matter, including, without limitation, any matter, claim, or dispute between the Parties, whether or not Escrow Agent is in possession of the Deposit and continues to act as Escrow Agent. TO THE EXTENT THAT ANY CONFLICT OR POTENTIAL CONFLICT ARISES, BUYER AND SELLER, INDIVIDUALLY AND ON BEHALF OF SUCH PARTY’S SUCCESSORS AND ASSIGNS, WAIVE ANY OBJECTION THERETO.
(c) In the event the above referenced Party elects to discontinue its engagement of Escrow Agent as their attorney, or should an adverse relationship arise between Buyer and Seller, the Parties acknowledge that Escrow Agent may continue without restriction to act as Escrow Agent hereunder.
Conflict of Interest Waiver. If the Shareholders’ Agent so desires, acting on behalf of the Company Holders and without the need for any consent or waiver by the Company or Purchaser, Cooley will be permitted to represent the Company Holders 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, Cooley will be permitted to represent the Company Holders, 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 Purchaser or any of its agents or affiliates (including the Company) 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, including with respect to any indemnification claims. Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Cooley, unless and to the extent Cooley 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 Holders or the Shareholders’ Agent consents in writing at the time to such engagement. Any such representation of the Company by Cooley after the Closing will not affect the foregoing provisions hereof.
Conflict of Interest Waiver. ObjectSpace hereby waives any and all rights it may now have or hereafter acquire to assert, as a basis for rescinding or voiding this Agreement or in any other manner avoiding the performance of any obligation undertaken in this Agreement, a claim or defense of conflict-of-interest, based on the fact that: (I) one or more officers of Galileo serve as director(s) of ObjectSpace; or (ii) Galileo owns a minority equity interest in ObjectSpace.
Conflict of Interest Waiver. Each party to this Agreement acknowledges that Pillsbury Winthrop LLP (“PW”), counsel for the Company, may have in the past and may continue in the future to perform legal services for certain of the Investors in matters unrelated to the transactions described in this Agreement, including the representation of such Investors in formation of other companies, venture capital financings, and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (b) acknowledges that PW represented the Company in the transaction contemplated by this Agreement and has not represented any individual Investor or any individual stockholder or employee of the Company in connection with such transaction, and (c) gives its informed consent to PW’s representation of certain of the Investors in such unrelated matters and to PW’s representation of the Company in connection with this Agreement and the transactions contemplated hereby and in other matters.
Conflict of Interest Waiver. Purchaser, the Merger Sub and the Company agree that the law firm of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (“Honigman”) may continue to represent the Company Stockholders after the Closing in connection with matters related to the transactions contemplated by this Agreement, notwithstanding its prior representation of the Company in other unrelated matters. Xxxxxxxx’x representation of the Company Stockholders after the Closing in connection with matters related to the transactions contemplated by this Agreement may include, but shall not be limited to, the assertion, defense or disposition of any and all claims under this Agreement, even if such claims result in litigation, arbitration or other dispute resolution proceedings. Purchaser, the Merger Sub and the Company waive any conflict of interest arising from Xxxxxxxx’x representation of the Company Stockholders and the Company in connection with the transactions contemplated by this Agreement. To the extent the communications between the Company Stockholders and Honigman or between the Company and Honigman as they relate to the transactions contemplated by this Agreement are privileged, only the Stockholders’ Agent shall have the right to assert or waive such privilege on behalf of the Company. Nothing in this Section 11.10 is intended to prevent any officer or director from testifying about his or her personal knowledge of any matter other than the communications between him or her and Honigman respecting the transactions contemplated by this Agreement. Nothing in this Section 11.10 is intended to limit any right of the Company to assert any conflict of Honigman or privilege regarding any communications with Honigman regarding matters which are unrelated to the transactions contemplated by this Agreement or to limit any right of the Company Stockholders to assert any privilege regarding any communications they have or have had with Honigman
Conflict of Interest Waiver. If you are married or seeing us jointly with your life partner, we are representing both of you jointly in your estate planning, as set forth in Paragraph 1.2. This means that we owe duties and obligations to both of you. Estate planning is an area in which persons with shared interests can often disagree. As partners, you share certain goals and interests. Yet, on occasion, your interests could potentially differ, and sometimes conflict. You agree to waive any all potential conflicts of interest inherent in the joint representation. If a controversy ever developed between you concerning your estate planning, we would be required by the Rules of Professional Conduct to withdraw from the joint representation, and we would not thereafter represent either of you individually in that controversy without the consent of both of you. By employing us to represent you jointly, you also agree that among us (the two of you and us), there will be no confidentiality of communications or information. All information can and will be shared. Furthermore, by signing below, you both explicitly agree that, upon the request of either party, we may perform legal work to revoke (a) any joint document between you, or (b) your own document, even when the revocation may have a substantial effect on the other spouse. In such event, you agree that we may prepare a new will, trust and/or other documentation for one or both parties, and you both waive any conflicts of interest to allow us to do so.
Conflict of Interest Waiver. If the Securityholder 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 will be permitted to represent the Securityholders after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced in this Agreement or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx LLP will be permitted to represent the Securityholders (or the Securityholder Representative on their behalf), 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 Surviving 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, including with respect to any indemnification claims. Upon and after the Closing, the Surviving Company will cease to have any attorney-client relationship with Xxxxxx LLP, unless and to the extent Xxxxxx LLP is specifically engaged in writing by the Surviving Company to represent the Surviving Company after the Closing and either such engagement involves no conflict of interest with respect to the Securityholders or the Securityholder Representative consents in writing at the time to such engagement. Any such representation of the Surviving Company by Xxxxxx LLP after the Closing will not affect the foregoing provisions of this Agreement.
Conflict of Interest Waiver. The Subscriber acknowledges and agrees that legal counsel to the Company in connection with offering and sale of Interests (“Counsel”) has in the past and may from time to time in the future render services to the Manager, its members and their respective affiliates. The Subscriber further acknowledges and agrees that such Counsel may also, in the future, render services to the Company with respect to activities other than the offer and sale of Interests. The Subscriber understands that such Counsel is not representing the Subscriber or any other prospective purchaser of Interests in connection with the offering and sale of the Interests. Moreover, the Subscriber understands that partners and employees of such Counsel may purchase Interests on the same basis as the other subscribers for Interests.
Conflict of Interest Waiver. In preparing returns for the business entity, we may also need to prepare individual tax returns for those signing this engagement letter. Each person and entity signing this document waives any conflict of interest and consents to disclosure of such information. If we are requested to prepare returns for those involved in this business entity, they will be required to sign a Release of Conflict of Interest.
