Conflicts and Privilege. (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whe...
Conflicts and Privilege. Company, Company Sub, Gulliver Media and SNI acknowledge and agree that, in the event a dispute arises after the Closing between any or all of SNI, Gulliver Media, Company, Company Sub, the Travel Channel Entities or any of their respective Affiliates, on the one hand, and Cox TMI and its Affiliates, on the other hand, Dow Xxxxxx PLLC may represent any or all of Cox TMI and any of its Affiliates in such dispute even though the interests of Cox TMI and its Affiliates may be directly adverse to SNI, Gulliver Media, Company, Company Sub, any of the Travel Channel Entities or their respective Affiliates, and even though Dow Xxxxxx PLLC may have represented any of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates. Company, Company Sub, Gulliver Media SNI and Cox TMI agree that, as to all communications between Dow Xxxxxx PLLC, on the one hand, and Cox TMI, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates, on the other hand, that relate to the Transactions, the attorney-client privilege and the expectation of client confidence belongs to Cox TMI and its Affiliates (other than Company, Company Sub, or any Travel Channel Entity), and shall not pass to or be claimed or controlled by SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in the event of a legal dispute with any of Cox TMI or its Affiliates. Notwithstanding the foregoing, in the event a dispute arises between SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates, on the one hand, and a Person other than Cox TMI or any of its Affiliates, on the other hand, after the Closing, then SNI, Gulliver Media, Company, Company Sub, the applicable Travel Channel Entity or any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Dow Xxxxxx PLLC to such Person; provided, however, that none of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates may waive such privilege without the prior written consent of Cox TMI or the applicable Affiliate of Cox TMI.
Conflicts and Privilege. Buyer and Sellers hereby agree that, in the event a dispute arises after the Closing between Buyer or Comfort Care and a Seller, Xxxxxx Snow LLP may represent such Seller in such dispute even though the interests of such Seller may be directly adverse to Comfort Care, and even though Xxxxxx Snow LLP may have represented Comfort Care in a matter substantially related to such dispute, or may be handling ongoing matters for Comfort Care. Buyer further agrees that, as to all communications between Xxxxxx Snow LLP, Comfort Care and Sellers that relate in any way to the transactions contemplated by this Agreement (a “Privileged Communication”), the attorney-client, work product, business strategy or similar protection or privilege and the expectation of client confidence belongs to Sellers and may be controlled by Sellers, and shall not transfer, pass to or be claimed or controlled by Comfort Care or Buyer notwithstanding the transfer of Membership Interests hereunder; provided that Sellers shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event a dispute arises between Buyer or Comfort Care and a Person other than a Seller after the Closing, Comfort Care may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx Snow LLP to such Person; provided, however, that Comfort Care may not waive such privilege without the prior written consent of Sellers, which consent will not be unreasonably withheld. In the event that Buyer or any of its Affiliates (including any Company or Subsidiary) is legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirements, then Buyer shall notify the Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order. Notwithstanding anything in this Section 12.13 to the contrary, in any such case, the Parties shall reasonably cooperate to seek to provide for access in a manner that does not violate any such privilege or applicable Legal Requirements; provided that in each such case, the Sellers’ Representative shall reasonably cooperate with Buyer to enable Buyer and its representatives to enter into appropriate confidentiality, joint defense or simi...
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the 49 Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.
Conflicts and Privilege. (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any of its successors) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.
Conflicts and Privilege. It is acknowledged by each of the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one hand, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers further agree that, as to all communications among Dentons US LLP or its successor, the Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers and may controlled by Sellers and shall not pass to or be claimed by Buyers or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and the Company, on the one hand, and a third party other than a Sellers, on the other hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next page.]
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the Sellers, H&K may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, even though H&K may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxx Xxxx LLP (“Tonkon”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Conflicts and Privilege. (a) The Parties acknowledge and agree, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) (collectively, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, this Agreement, any other Transaction Document, the Transactions or the Hunch Reorganization) between or among Sponsor and/or any other member of the DSAQ Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communication...
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that Xxxxxxx, Xxxxxx & Xxxx, P.C. (“Xxxxxxx”) has acted as counsel to the Acquired Companies and the Sellers in connection with the negotiation of this Agreement and consummation of the Transactions. The Purchaser hereby consents and agrees to, and agrees to cause the Acquired Companies to consent and agree to, Xxxxxxx representing the Sellers after the Closing, including with respect to disputes in which the interests of the Sellers may be directly adverse to the Purchaser and its Affiliates (including the Acquired Companies), and even though Xxxxxxx may have represented the Acquired Companies in a matter substantially related to any such dispute, or may be handling ongoing matters for the Acquired Companies. The Purchaser further consents and agrees to, and agrees to cause the Acquired Companies to consent and agree to the communication by Xxxxxxx to the Sellers in connection with any such representation of any fact known to Xxxxxxx arising by reason of Xxxxxxx’x prior representation of the Acquired Companies. In connection with the foregoing, the Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Acquired Companies to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Xxxxxxx’x prior representation of the Acquired Companies and (ii) Xxxxxxx’x representation of the Sellers prior to and after the Closing.
