Conflicts and Privilege Clause Samples
The "Conflicts and Privilege" clause defines how parties should handle situations where their interests may conflict or where privileged information is involved. Typically, this clause outlines procedures for identifying and disclosing potential conflicts of interest, and it clarifies the treatment of confidential or legally privileged communications, such as those protected by attorney-client privilege. Its core function is to ensure transparency and protect sensitive information, thereby minimizing legal risks and maintaining trust between the parties.
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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. It is acknowledged by each of the Parties that the Sellers and the Corporation have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Sellers’ Counsel”) to act as their counsel in connection with the Transactions. The Purchaser hereby agrees that, in the event that a dispute arises after Closing between the Purchaser (on the one hand) and any of the Sellers (on the other hand), the Sellers’ Counsel may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Purchaser, the Corporation or any other of the Acquired Entities, and even though Sellers’ Counsel may have represented the Corporation or any other of the Acquired Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Corporation or any other of Acquired Entities. The Purchaser further agrees that, as to all communications among Sellers’ Counsel, the Corporation, any other of the Acquired Entities or the Sellers that relate in any way to the Transactions, the attorney or solicitor-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 Purchaser, the Corporation or any other of the Acquired Entities. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Corporation or any other member of the Acquired Entities and a third party other than a Party to this Agreement after the Closing, the Corporation and any other of the Acquired Entities may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that neither the Corporation nor any other of the Acquired Entities may waive such privilege without the prior written consent of the Sellers. This Section 6.21 shall survive the Closing.
Conflicts and Privilege. Recognizing that ▇▇▇▇ ▇▇▇▇▇ LLP (“Seller Counsel”) has been engaged by the Seller and its Affiliates to represent the Seller in connection with the transactions contemplated hereunder, each Purchaser hereby (a) waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise after the Closing between the Purchaser or any of its Affiliates, on the one hand, and the Seller or any of its Affiliates, on the other hand, and (b) agrees that Seller Counsel may represent the Seller or any of its Affiliates in such dispute even though the interest of the Seller may be directly adverse to the Purchaser or any of its Affiliates, and even though Seller Counsel may have represented the Purchaser or any of its Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser or any of its Affiliates. In addition, each Purchaser, on its own behalf and on behalf of its Affiliates, further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any of Seller Counsel or the Seller or any of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the transactions contemplated hereunder, the attorney-client privilege and the expectation of client confidence belongs to the Seller and shall be controlled solely by the Seller and shall not pass to or be claimed by either Purchaser or any of its Affiliates. Accordingly, the Purchasers shall not have access to any such communications, or to the files of Seller Counsel relating to its engagement, whether or not the Closing shall have occurred. Notwithstanding those efforts, each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that the consummation of the transactions contemplated hereunder may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that any disclosure of such information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Each Purchaser, on its behalf and on behalf of its Affiliates, agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the appropriate Person upon becom...
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 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. 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. It is acknowledged by each of the parties hereto that Gibco and the Company have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (collectively, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) Walgreens shall not, and from and after the Second Step Closing shall cause the Company not to, seek to have any Existing Counsel disqualified from representing Gibco or (prior to the Second Step Closing only) the Company or any member of the Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or the Company or any member of the Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or the Company or any member of the Group, on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not the Company or any member of the Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, the Company or any other member of the Group and any Existing Counsel that occurred on or prior to the Second Step Closing. [Signature Pages Follow]
Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Buyer and the Company further agree that, as to all communications between ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller 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 agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person.
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that ▇▇▇▇▇▇ ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(b) Parent hereby consents and agrees to, and agrees to cause, the Company to consent and agree to, Tonkon representing the Stockholder Representative and any of the Company Securityholders (collectively, the “Seller Parties”) after the Closing, including, without limitation, with respect to disputes in which the interests of the Seller Parties may be directly adverse to Parent and its subsidiaries (including 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) Tonkon’s prior representation of the Company and
Conflicts and Privilege. (a) The Parties agree that, as to all communications among B▇▇▇▇▇▇▇▇ LLP (“B▇▇▇▇▇▇▇▇”), on the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by B▇▇▇▇▇▇▇▇ to such Third Party.
(b) The Parties agree that, as to all communications among K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP (“K▇▇▇▇▇▇▇”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by K▇▇▇▇▇▇▇ to such Third Party.
Conflicts and Privilege. It is acknowledged by each of the Parties that GCL has retained ▇▇▇▇▇▇▇▇ LLP to act as its counsel in connection with the transactions contemplated by this Agreement. The Purchaser agrees that, in the event that a dispute arises after Closing between the Parties, ▇▇▇▇▇▇▇▇ LLP may represent GCL in such dispute even though the interests of GCL may be directly adverse to the Purchaser or the company, and even though ▇▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Purchaser or the Company. The Purchaser further agrees that, as to all communications among Goodmans LLP, the Company, and GCL 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 GCL and may be controlled by GCL and will not pass to or be claimed by the Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Company and a third party other than a Party after the Closing, the Company may assert the attorney or solicitor-client privilege on behalf of GCL to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇ LLP to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of GCL.