Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation. (b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Samples: Business Combination Agreement (Saban Capital Acquisition Corp.)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers SPAC and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or SPAC and/or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxx Xxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx LLP and Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror, the Sponsor-Designated Directors or SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to AcquirorSPAC, and even though such counsel may have represented Acquiror SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable PreAll pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including SkaddenPrior SPAC Counsel, Arpson the one hand, Slateand SPAC or Sponsor, Xxxxxxx & Xxxx LLP) that represented Acquiroron the other hand, the Sponsor-Designated Directors or Sponsor prior to shall remain privileged after the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Sponsor-Designated Directors and may , shall be controlled by such Sponsor-Designated Directors, Sponsor and shall not pass to or be claimed by Company or controlled by Acquiror (after giving effect to SPAC following the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, SPAC or Sponsor or the Sponsor-Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany following the Closing.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision GroupThe Company further agrees, the Principal Panavision Holderson behalf of itself and, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waiveson behalf of SPAC and the Rumble Companies, that all pre-Closing communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on its own behalf and agrees to cause its Affiliates to waivethe date of this Agreement, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holdersdispute arising under this Agreement (collectively, the Panavision Holder Representative “SPAC Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or their Affiliates be claimed by SPAC or the Rumble Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing as such representation may relate and the privilege and the expectation of client confidence relating thereto shall belong solely to AcquirorSponsor, any Company Group shall be controlled by Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing; provided,however, that nothing contained herein shall be deemed to be a waiver by Sponsor or any of the transactions contemplated by this Agreement its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any of the Ancillary Agreementssuch communications to any third party.
(c) Recognizing Notwithstanding the foregoing, in the event that Stikeman Elliott LLP has acted as legal counsel to a dispute arises between SPAC or the SIM Group and Granite prior to Rumble Companies, on the Closingone hand, and a third party other than Sponsor, on the other hand, Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that Stikeman Elliott LLP intends neither SPAC nor the Rumble Companies may waive such privilege with respect to act Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC or the Rumble Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall as legal counsel promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to Granite this Section 10.18) so that Sponsor can (at the cost and expense of Sponsor) seek a protective order, and SPAC and the Rumble Companies agree to use commercially reasonable efforts to assist therewith.
(d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC or any Rumble Companies after the Closing, Acquiror hereby waiveson the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(e) SPAC agrees on behalf of itself and, after the Closing, on its own behalf of SPAC and agrees the Rumble Companies, (i) to cause its Affiliates to waivethe extent that SPAC or, after the Closing, the Rumble Companies receives or takes physical possession of any conflicts that may arise SPAC Deal Communications, (a) such physical possession or receipt shall not, in connection with Stikeman Elliott LLP representing Granite any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this Section 10.18, and (b) neither SPAC nor the Rumble Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC or any Rumble Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or the Rumble Companies after the Closing have the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such representation may relate SPAC Deal Communications would be subject to Acquiror, any Company Group a privilege or any of the transactions contemplated protection if they were being requested in a proceeding by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granitean unrelated third party.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx Xxxx Xxxxx & Xxxxx Xxxxxxx LLP (“Xxxx Xxxxx”) has acted as legal counsel to Seller and its Affiliates (including the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates Acquired Companies) prior to the Closing, and that Xxxxxxxx & Xxxx Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative Seller and their respective its Affiliates (which will no longer include the Panavision GroupAcquired Companies) after the Closing, Acquiror each of Buyer and the Acquired Companies hereby waives, on its own behalf and agrees to cause its Affiliates to waivebehalf, any conflicts that may arise in connection with Xxxxxxxx & Xxxx Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Seller and/or its Affiliates after the Closing as such representation may relate to Acquirorany Acquired Company or the Transactions. In addition, any Company Group all communications involving attorney-client confidences between Seller, its Affiliates or any Acquired Company and Xxxx Xxxxx in the course of the transactions contemplated by this Agreement or any negotiation, documentation and consummation of the Ancillary Agreements.
Transactions (cthe “Privileged Communications”) Recognizing shall be deemed to be attorney-client confidences that Stikeman Elliott LLP has acted as legal counsel belong solely to Seller and its Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not, without Seller’s consent, have access to any Privileged Communications, or to the SIM Group files of Xxxx Xxxxx relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf (i) Seller and agrees to cause its Affiliates shall be the sole holders of the attorney-client privilege with respect to waivethe Privileged Communications and the related engagement, and none of the Acquired Companies shall be a holder thereof, (ii) to the extent that files of Xxxx Xxxxx in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Acquired Companies) shall hold such property rights and (iii) Xxxx Xxxxx shall have no duty whatsoever to reveal or disclose any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate Privileged Communications or files to Acquiror, any Company Group or any of the transactions contemplated Acquired Companies by this Agreement or reason of any attorney-client relationship between Xxxx Xxxxx and any of the Ancillary AgreementsAcquired Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and any privileged communications of the Acquired Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, after the Closing, the Acquired Companies may access or information shared obtain all or a portion of the Privileged Communications for the sole purpose of defending against such dispute, and may assert the attorney-client privilege to prevent disclosure to such Third Party of the Privileged Communications; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of the Acquired Companies are legally required or requested by Granite governmental order or otherwise (any such request or order, a “Legal Request”) to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications for the sole purpose of complying with any such Legal Request. In the event of any Legal Request, Buyer shall, to the extent legally permitted under applicable Law (including applicable Law restricting the disclosure of confidential supervisory information) and not impracticable after using reasonable efforts, promptly notify Seller in writing (prior to the Closing shall remain disclosure by Buyer of any Privileged Communications to the privileged communications or information extent practicable) so that Seller may attempt to seek a protective order, and Xxxxx agrees to use all commercially reasonable efforts (at the sole cost and expense of GraniteSeller) to assist therewith. Xxxx Xxxxx is intended to be an express third-party beneficiary of this Section 12.22 (including all definitions of defined terms used in this Section 12.22) and may specifically enforce its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Apogee Enterprises, Inc.)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf It is acknowledged by each of the applicable Pre-Closing Company Holders parties hereto that the Sellers’ Representative has retained Dxxxx Xxxxxx LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agree that, agrees that in the event of a dispute with respect under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to this Agreement the transactions contemplated hereby or the Transactions thereby that arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or SponsorBuyer Indemnified Parties, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesSellers’ Representative and Sellers, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing DM may represent the Sponsor-Designated Directors or Sponsor Sellers’ Representative and/or Sellers in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor Sellers’ Representative and/or Sellers may be directly adverse to Acquirorthe Buyer Indemnified Parties, and even though such counsel DM may have represented Acquiror the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or may be handling ongoing matters for Acquiror, obtain the Sponsor-Designated Directors or Sponsor. Acquiror, informed consent of the Companies, the SIM Sellers’ Representative and/or Sellers and the Holder Representatives on behalf applicable member of the Buyer Indemnified Parties under applicable Pre-Closing Company Holders Laws or applicable ethical standards governing attorney conduct. Buyer further agree agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented AcquirorDM, the Sponsor-Designated Directors or Sponsor prior to Company, the Closing and Sellers’ Representative and/or any one or more such Persons Seller that relate in any way to the Transactionstransactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”), the attorney/-client privilege and the expectation of client confidence belongs with respect to the Sponsor-Designated Directors Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers and may be controlled by such Sponsor-Designated Directors, the Sellers’ Representative and Sellers and shall not pass to or be claimed or controlled by Acquiror Buyer, the Company (after giving effect Closing) or any of their Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by (x) in the Companies or event that a dispute arises between Buyer Indemnified Parties, on the Pre-Closing Company Holders (one hand, and a third party other than Granitethe Sellers’ Representative or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) prior if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the Closing extent necessary to comply with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporationsuch order.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Samples: Stock Purchase Agreement (Home Treasure Finders, Inc.)
Conflicts and Privilege. The Parties acknowledge that SuckerPunch has retained Hxxxxxxxx Xxxxxxxxx (a“Hxxxxxxxx Xxxxxxxxx”) Acquiror, to act as counsel for SuckerPunch in connection with the Companies, the SIM Sellers transactions contemplated hereby. Parent and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Acquisition Co. each hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between Parent (or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, SuckerPunch) and the CompanySuckerPunch Shareholder, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing Hxxxxxxxx Xxxxxxxxx may represent the Sponsor-Designated Directors or Sponsor SuckerPunch Shareholder in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor SuckerPunch Shareholder may be directly adverse to AcquirorParent or SuckerPunch, and even though such counsel Hxxxxxxxx Xxxxxxxxx may have represented Acquiror SuckerPunch in a matter substantially related to such dispute, dispute or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors Parent or SponsorSuckerPunch. Acquiror, the Companies, the SIM Sellers Parent and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Acquisition Co. each further agree agrees that, as to all legally privileged communications among Hxxxxxxxx Xxxxxxxxx and (prior to the Closing between Closing) SuckerPunch or among (at any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPtime before or after the Closing) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons SuckerPunch Shareholder that relate in any way to the Transactionstransactions contemplated by this Agreement, the attorney/-client privilege and the expectation exception of client confidence belongs solely to the Sponsor-Designated Directors SuckerPunch Shareholder and may be controlled only by such Sponsor-Designated Directors, the SuckerPunch Shareholder and shall not pass to or be claimed by Parent or controlled by Acquiror (after giving effect SuckerPunch, because the interests of Parent and its Affiliates were directly adverse to SuckerPunch or the SuckerPunch Shareholder at the time such communications were made. This right to the Closing), the Companies or the Preattorney-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate shall exist even if such communications may exist on SuckerPunch’s computer system or in connection with the enforcement or defense of their respective rights or obligations existing under this Agreementdocuments in SuckerPunch’s possession. Notwithstanding the foregoing, any privileged communications or information shared by in the Companies or the Pre-Closing Company Holders (event that a dispute arises between Parent, SuckerPunch, and a Person other than Granite) a Party to this Agreement after the Closing, Parent and SuckerPunch may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications made prior to the Closing with Acquirorby Hxxxxxxxx Xxxxxxxxx to SuckerPunch; provided, Sponsor or however, that SuckerPunch may not waive such privilege without the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information prior written consent of the Surviving CorporationSuckerPunch Shareholder.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers SPAC and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and SPAC or the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, (i) any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx Hogan Lovells US LLP) that represented Acquiror, the Sponsor-Designated Directors SPAC or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to AcquirorSPAC, and even though such counsel may have represented Acquiror SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among (ii) any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx Allen Overy Shearman Sterling US LLP and McMillan LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor Company prior to the Closing (“Prior Company Counsel”) may represent the Company, SPAC or any of their respective Affiliates in such dispute even though the interests of SPAC may be directly adverse to Sponsor, and even though such counsel may have represented the Company prior to the Closing in a matter substantially related to such dispute.
(b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC, the Company and their respective Affiliates, that all pre-Closing communications in any one form or more such Persons format whatsoever between or among any of Prior SPAC Counsel, SPAC or Sponsor, or any of their respective Representatives that relate in any way to the Transactionsnegotiation or documentation of this Agreement or the Ancillary Agreements or the consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the attorney/client privilege “SPAC Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the owned collectively by Sponsor-Designated Directors and may , shall be controlled by such Sponsor-Designated Directors, Sponsor and shall not pass to or be claimed by SPAC, the Company or their respective Affiliates after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Acquiror (Sponsor and shall not pass to or be claimed by SPAC, the Company or their respective Affiliates after giving effect to the Closing), the Companies or the Pre-Closing Company Holders; provided, however, that the Sponsor-Designated Directors nothing contained herein shall not waive such attorney/client privilege other than be deemed to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared be a waiver by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any of the Ancillary Agreementssuch communications to any third party.
(c) Recognizing Notwithstanding the foregoing, in the event that Stikeman Elliott LLP has acted as legal counsel to a dispute arises between SPAC, the SIM Group and Granite prior to Company or their respective Affiliates, on the Closingone hand, and a third party other than Sponsor, on the other hand, Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that Stikeman Elliott LLP intends none of SPAC, the Company nor their respective Affiliates may waive such privilege with respect to act Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC, the Company or any of their respective Affiliates is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall, as legal counsel promptly as reasonably practicable after becoming aware thereof, notify Sponsor in writing so that Sponsor can (at the sole cost and expense of Sponsor) seek a protective order, and SPAC, the Company and their respective Affiliates agree to Granite use commercially reasonable efforts (at the sole cost and expense of Sponsor) to assist therewith.
(d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, the Company or any of their respective Affiliates after the Closing, Acquiror hereby waiveson the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(e) SPAC agrees on behalf of itself and, after the Closing, on its own behalf of SPAC and agrees the Company, (i) to cause its Affiliates to waivethe extent that SPAC or, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing Closing, the Company receives or takes physical possession of any SPAC Deal Communications, (A) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this Section 11.18, and (B) neither SPAC nor, after the Closing, the Company shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC or, after the Closing, the Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or, after the Closing, the Company have the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such representation may relate SPAC Deal Communications would be subject to Acquiror, any Company Group a privilege or any of the transactions contemplated protection if they were being requested in a proceeding by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granitean unrelated third party.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. III)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers Acquiror and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Merger Sub and/or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxx Xxxxxxx & Xxxx LLP and Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror, the Sponsor-Designated Directors or Acquiror and/or Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Acquiror and/or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing All communication between or among any legal counsel (including SkaddenPrior Acquiror Counsel, Arpson the one hand, Slate, Xxxxxxx & Xxxx LLP) that represented and Acquiror, Merger Sub or Sponsor, on the Sponsor-Designated Directors or Sponsor prior to other hand, shall remain privileged after the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Sponsor-Designated Directors and may , shall be controlled by such Sponsor-Designated Directors, the Sponsor and shall not pass to or be claimed by Company, Acquiror or controlled by Acquiror (after giving effect to the Surviving Corporation following the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Acquiror or Sponsor or the Sponsor-Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany following the Closing.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision GroupThe Company further agrees, the Principal Panavision Holderson behalf of itself and, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, on behalf of Acquiror hereby waivesand the AEye Companies, that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, Acquiror, Merger Sub or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on its own behalf and agrees to cause its Affiliates to waivethe date of this Agreement, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holdersdispute arising under this Agreement (collectively, the Panavision Holder Representative “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or their Affiliates be claimed by Acquiror or the AEye Companies after the Closing. All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Acquiror Deal Communications”) shall remain privileged after the Closing as such representation may relate and the privilege and the expectation of client confidence relating thereto shall belong solely to AcquirorSponsor, any Company Group shall be controlled by Sponsor and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of the transactions contemplated by this Agreement its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any of the Ancillary Agreementssuch communications to any third party.
(c) Recognizing Notwithstanding the foregoing, in the event that Stikeman Elliott LLP has acted as legal counsel to a dispute arises between Acquiror or the SIM Group and Granite prior to AEye Companies, on the Closingone hand, and a third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged Acquiror Deal Communications to such third party. In the event that Stikeman Elliott LLP intends Acquiror or the AEye Companies is legally required by Governmental Order or otherwise to act as legal counsel access or obtain a copy of all or a portion of the Privileged Acquiror Deal Communications, Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Sponsor in writing (including by making specific reference to Granite this Section 10.18) so that Sponsor can seek a protective order and Acquiror and the AEye Companies agree to use all commercially reasonable efforts to assist therewith.
(d) To the extent that files or other materials maintained by Prior Acquiror Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior Acquiror Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Acquiror Deal Communications by reason of any attorney-client relationship between Prior Acquiror Counsel, on the one hand, and Acquiror or any AEye Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(e) The Company agrees on behalf of itself and Acquiror and the AEye Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the AEye Companies receives or takes physical possession of any Acquiror Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the AEye Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Acquiror Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any AEye Company waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the AEye Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Acquiror Deal Communications from Prior Acquiror Counsel so long as such Acquiror Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(f) Each of the parties hereto acknowledges and agrees that DLA Piper (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, Acquiror hereby waivesirrevocably waives and agrees not to assert, on its own behalf and agrees to cause its Affiliates the AEye Companies after the Closing to waiveirrevocably waive and agree not to assert, any conflicts that may arise conflict of interest arising from or in connection with Stikeman Elliott LLP representing Granite (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the AEye Companies (collectively, the “Company Advised Parties”) prior to and after the Closing.
(g) Acquiror further agrees, on behalf of itself and, after the Closing, on behalf of the AEye Companies, that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the AEye Companies, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by Surviving Corporation on behalf of the AEye Companies and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing as such representation may relate and the privilege and the expectation of client confidence relating thereto shall belong solely to AcquirorSurviving Corporation and the Company, any shall be controlled by Surviving Corporation on behalf of the Company Group and shall not pass to or be claimed by Acquiror or the AEye Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by Acquiror or any of its Affiliates (including, after the transactions contemplated by this Agreement Closing, the AEye Companies and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any of the Ancillary Agreements. such communications to any third party.
(h) Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the AEye Companies, on the one hand, and a third party other than Sponsor, on the other hand, Acquiror or the AEye Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications to such third party; provided, however, that neither Acquiror nor the AEye Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that Acquiror or the AEye Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, Acquiror shall immediately (and, in any privileged communications event, within two (2) Business Days) notify Surviving Corporation in writing (including by making specific reference to this Section 10.18) so that Surviving Corporation can seek a protective order and Acquiror agrees to use all commercially reasonable efforts to assist therewith.
(i) To the extent that files or information shared other materials maintained by Granite prior Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the AEye Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(j) Acquiror agrees on behalf of itself and the AEye Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the AEye Companies receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the AEye Companies after the Closing shall remain assert any claim that any of the privileged Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or information of Graniteother information, or by seeking to have Surviving Corporation waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the AEye Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
Appears in 1 contract
Samples: Merger Agreement (CF Finance Acquisition Corp. III)
Conflicts and Privilege. (a) AcquirorEach of the parties hereto acknowledges and agrees that Citron & Deutsch, A Law Corporation (“Citron”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(b) Acquiror hereby consents and agrees that, and agrees to cause, the Companies, the SIM Sellers Surviving Corporation to consent and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, Citron may represent the Securityholders’ Representative and any of the Company Securityholders (collectively, the “Seller Parties”) after the Closing in connection with issues that may arise under this Agreement or the event a dispute with respect Escrow Agreement, the administration of the Clawback Shares and any claims that may be made thereunder pursuant to this Agreement or the Transactions arises Escrow Agreement, including, for clarity, with respect to such claims in which the interests of the Seller Parties may be directly adverse to Acquiror and its Subsidiaries (including the Surviving Corporation). In connection with the foregoing, Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the Surviving Corporation to irrevocably waive and not to assert, any conflict of interest arising from Citron’s representation of the Seller Parties after the Closing between or among AcquirorClosing. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the SponsorEscrow Agreement and the transactions contemplated hereby and thereby. Nothing in this Section 10.11 shall constitute a waiver of any attorney client privilege or any privilege associated with the Company on any matter (other than Citron’s representation of the Company in connection with this Agreement, the other Ancillary Agreements, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis-Designated Directors à-vis third parties), and does not waive or Sponsorexcuse Citron from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to Citron’s representation of the Company in connection with this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby.
(c) All pre-Closing communications involving attorney client confidences between the Company and the Company Securityholders, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesCitron, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, in the Sponsor-Designated Directors or Sponsor prior course of and relating to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests negotiation and documentation of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers this Agreement and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as Ancillary Agreements shall be deemed to all legally privileged communications prior be attorney client confidences that belong solely to the Closing between or among any legal counsel Company Securityholders (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPand not the Company) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), Company Securityholders. Without limiting the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense generality of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative upon and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf the Company Securityholders and agrees to cause its their Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any (and not the Surviving Corporation) shall be the sole holders of the Principal Panavision Holdersattorney client privilege with respect to such pre-Closing communications relating to the negotiation and documentation of this Agreement and the Ancillary Agreements, and the Panavision Holder Representative or their Affiliates Company shall not be a holder thereof; provided, in the event a dispute arises after the Closing as such representation may relate to Acquiror, any Company Group between Acquiror or any of its Affiliates (including the transactions contemplated by this Agreement or any of Surviving Corporation), on the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closingone hand, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after any other Person other than the Closing, Acquiror hereby waivesCompany Securityholders or their respective Affiliates, on its own behalf the other hand, each of Acquiror and agrees the Surviving Corporation may assert the attorney-client privilege with respect to cause its Affiliates such pre-Closing communications to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as prevent disclosure thereof to such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of GranitePerson.
Appears in 1 contract
Samples: Merger Agreement (Cure Pharmaceutical Holding Corp.)
Conflicts and Privilege. Each of the parties hereto acknowledges and agrees that Xxxxxx Xxxx LLP (“Tonkon”) has acted as counsel to the Company, Shareholder Representative, Seller, and each of the Shareholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(a) AcquirorBuyer hereby consents and agrees to, and agrees to cause, the CompaniesCompany to consent and agree to, Tonkon representing the Shareholder Representative, Seller, and/or any of the Shareholders (collectively, the SIM Sellers and “Seller Parties”) after the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree thatClosing, in the event a dispute including, without limitation, with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its subsidiaries (including the Company). In connection with the foregoing, Buyer 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 (ii) Tonkon’s representation of the Shareholder Representative, Seller and the Shareholders prior to and after the Closing, including the communication by Tonkon to the Seller Parties in connection with any such representation. Notwithstanding the foregoing, this Agreement consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. Nothing in this Section 10.15 shall constitute a waiver of any attorney-client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis a vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby.
(b) In addition, all communications involving attorney-client confidences between the Company, Seller, the Shareholders or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or SponsorShareholder Representative, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesTonkon, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) in the course of the negotiation and documentation of this Agreement and the Transaction Documents shall be deemed to be attorney-client confidences that represented Acquirorbelong solely to the Seller, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers Shareholders and the Holder Representatives on behalf of Shareholder Representative (and not the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPCompany) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing)Seller, the Companies or Shareholders and the Pre-Closing Company Holders; provided, that Shareholder Representative. Without limiting the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense generality of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative upon and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waivesthe Seller, on its own behalf the Shareholders and agrees to cause its the Shareholder Representative and their Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any (and not the Company) shall be the sole holders of the Principal Panavision Holders, attorney-client privilege with respect to the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any negotiation and documentation of the transactions contemplated by this Agreement or any of and the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the ClosingTransaction Documents, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granitenot be a holder thereof.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers Acquiror and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Merger Sub and/or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxx Xxxxxxx & Xxxx LLP and Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror, the Sponsor-Designated Directors or Acquiror and/or Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Acquiror and/or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing All communication between or among any legal counsel (including SkaddenPrior Acquiror Counsel, Arpson the one hand, Slate, Xxxxxxx & Xxxx LLP) that represented and the Acquiror, Merger Sub or Sponsor, on the Sponsor-Designated Directors or Sponsor prior to other hand, shall remain privileged after the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Sponsor-Designated Directors and may , shall be controlled by such Sponsor-Designated Directors, the Sponsor and shall not pass to or be claimed by Company, the Acquiror or controlled by Acquiror (after giving effect to the Surviving Corporation following the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Acquiror or Sponsor or the Sponsor-Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany following the Closing.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision GroupThe Company further agrees, the Principal Panavision Holderson behalf of itself and, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, on behalf of the Acquiror hereby waivesand the View Companies, that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, the Acquiror, Merger Sub or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on its own behalf and agrees to cause its Affiliates to waivethe date of this Agreement, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holdersdispute arising under this Agreement (collectively, the Panavision Holder Representative “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or their Affiliates be claimed by the Acquiror or the View Companies after the Closing. All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Acquiror Deal Communications”) shall remain privileged after the Closing as such representation may relate and the privilege and the expectation of client confidence relating thereto shall belong solely to AcquirorSponsor, any Company Group shall be controlled by Sponsor and shall not pass to or be claimed by the Acquiror or the View Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of the transactions contemplated by this Agreement its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any of the Ancillary Agreementssuch communications to any third party.
(c) Recognizing Notwithstanding the foregoing, in the event that Stikeman Elliott LLP has acted as legal counsel to a dispute arises between the SIM Group and Granite prior to Acquiror or the ClosingView Companies, on the one hand, and a third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged Acquiror Deal Communications to such third party. In the event that Stikeman Elliott LLP intends the Acquiror or the View Companies is legally required by governmental order or otherwise to act as legal counsel access or obtain a copy of all or a portion of the Privileged Acquiror Deal Communications, the Acquiror shall immediately (and, in any event, within two (2) Business Days) notify Sponsor in writing (including by making specific reference to Granite this Section 10.18) so that Sponsor can seek a protective order and the Acquiror and the View Companies agree to use all commercially reasonable efforts to assist therewith.
(d) To the extent that files or other materials maintained by Prior Acquiror Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior Acquiror Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Acquiror Deal Communications by reason of any attorney-client relationship between Prior Acquiror Counsel, on the one hand, and the Acquiror or any View Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(e) The Company agrees on behalf of itself and the Acquiror and the View Companies after the Closing, (i) to the extent that the Acquiror or, after the Closing, the View Companies receives or takes physical possession of any Acquiror Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither the Acquiror nor the View Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Acquiror Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any View Company waive the attorney-client or other privilege, or by otherwise asserting that the Acquiror or the View Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Acquiror Deal Communications from Prior Acquiror Counsel so long as such Acquiror Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.
(f) Each of the Parties hereto acknowledges and agrees that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, the Acquiror hereby waivesirrevocably waives and agrees not to assert, on its own behalf and agrees to cause its Affiliates the View Companies after the Closing to waiveirrevocably waive and agree not to assert, any conflicts that may arise conflict of interest arising from or in connection with Stikeman Elliott LLP representing Granite (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the View Companies (collectively, the “Company Advised Parties”) prior to and after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of GraniteClosing.
Appears in 1 contract
Conflicts and Privilege. (a) AcquirorBuyer, the Companies, the SIM Sellers and the Holder Representatives on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the applicable Pre-Closing Company Holders hereby agree and the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date or arise in the event future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if a dispute with respect to this Agreement or the Transactions arises after the Closing between or among AcquirorBuyer, the Sponsor-Designated Directors Company or Sponsorany Subsidiary and Seller or any of his Affiliates, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing then Sidley Austin LLP may represent the Sponsor-Designated Directors Seller or Sponsor such Affiliate in such dispute even though the interests of the Sponsor-Designated Directors Seller or Sponsor such Affiliate may be directly adverse to AcquirorBuyer, the Company and/or such Subsidiary and even though such counsel Sidley Austin LLP may have represented Acquiror the Company or such Subsidiary in a matter substantially related to such dispute. Buyer, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the applicable Pre-Closing Company Holders further agree and the Subsidiaries), also agrees that, as to all legally privileged communications between or among Sidley Austin LLP and Seller, the Company, any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the TransactionsClosing, the attorney/-client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors Seller and may be controlled by such Sponsor-Designated Directors, Seller and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing)Buyer, the Companies Company or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreementany Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (Subsidiary and a third party other than Granite) prior to the Closing with Acquiror, Sponsor Seller or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information an Affiliate of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) Seller after the Closing, Acquiror hereby waives, on its own behalf and agrees then the Company or any such Subsidiary (to cause its Affiliates the extent applicable) may assert the attorney-client privilege to waive, any conflicts prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of if the Principal Panavision HoldersCompany or the Subsidiaries elect to waive such privilege, the Panavision Holder Representative Company or their Affiliates after the Closing Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreementswaiver.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Buyer and Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between Buyer or among AcquirorComfort Care and a Seller, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing Xxxxxx Snow LLP may represent the Sponsor-Designated Directors or Sponsor such Seller in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor such Seller may be directly adverse to AcquirorComfort Care, and even though such counsel Xxxxxx Snow LLP may have represented Acquiror Comfort Care in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or SponsorComfort Care. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Buyer further agree agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including SkaddenXxxxxx Snow LLP, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing Comfort Care and any one or more such Persons Sellers that relate in any way to the Transactionstransactions contemplated by this Agreement (a “Privileged Communication”), the attorney/client -client, work product, business strategy or similar protection or privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors Sellers and may be controlled by such Sponsor-Designated DirectorsSellers, and shall not transfer, pass to or be claimed or controlled by Acquiror (after giving effect to Comfort Care or Buyer notwithstanding the Closing), the Companies or the Pre-Closing Company Holderstransfer of Membership Interests hereunder; provided, provided that the Sponsor-Designated Directors Sellers shall not waive such attorney/-client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this AgreementAgreement and the other Transaction Documents. Notwithstanding the foregoing, any privileged communications in the event a dispute arises between Buyer or information shared by the Companies or the Pre-Closing Company Holders (Comfort Care and a Person other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) a Seller after the Closing, Acquiror hereby waivesComfort Care may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx Snow LLP to such Person; provided, on its own behalf and agrees to cause its Affiliates to waivehowever, any conflicts that Comfort Care may arise in connection with Xxxxxxxx & Xxxxx LLP representing any not waive such privilege without the prior written consent of Sellers, which consent will not be unreasonably withheld. In the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group event that Buyer or any of the transactions contemplated by this Agreement its Affiliates (including any Company or any Subsidiary) is legally required to access or obtain a copy of all or a portion of the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel Privileged Communications, to the SIM Group and Granite prior 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 Closingcontrary, 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 similar arrangements so that Stikeman Elliott LLP intends Buyer and its representatives may have reasonable access to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Graniteinformation.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Aveanna Healthcare Holdings, Inc.)
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as legal counsel to the Panavision Group, Selling Securityholders and the Principal Panavision Holders, Securityholder Representative (the Panavision Holder Representative “Selling Securityholder Parties”) and their respective Affiliates the Acquired Companies in connection with the negotiation of this Agreement and the transactions contemplated hereby prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends Xxxxxxx expects to act as legal counsel to each of the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) Selling Securityholder Parties after the Closing, Acquiror hereby in connection with the transactions contemplated hereby, each of Buyer and the Surviving Company (including on behalf of the Acquired Companies after the Closing) hereby:
(i) waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP Xxxxxxx representing any of the Principal Panavision Holders, the Panavision Holder Representative or Selling Securityholder Parties and/or their respective Affiliates after the Closing with respect to disputes related to or arising in connection with this Agreement and/or any of the transactions contemplated by this Agreement (“Disputes”);
(ii) consents, and agrees to cause its Affiliates to consent and agree to, the communication by Xxxxxxx to any of the Selling Securityholder Parties of any fact known to Xxxxxxx arising by reason of Xxxxxxx’x prior representation of the Acquired Companies in connection with Xxxxxxx’x representation of any of the Selling Securityholder Parties and/or their respective Affiliates after the Closing with respect to any Dispute; provided that, except as such representation may required by law, including pursuant to subpoena or other legal proceedings or process (including any deposition, interrogatory or civil or regulatory action or inquiry), no Selling Securityholder Party shall disclose or use any fact so communicated to it that it knows or reasonably should know constitutes confidential or proprietary information of the Acquired Companies for any purpose not related to a Dispute;
(iii) agrees that all communications between or among Xxxxxxx and/or Xxxx X. Xxxxxxx, Xx., General Counsel to the Acquired Companies (each a “Counsel”), on the one hand, and any of the Acquired Companies and/or the Selling Securityholder Parties, on the other hand, to the extent the same relate to Acquirorthe negotiation, any Company Group or any documentation and consummation of the transactions contemplated by this Agreement or any of dispute arising under this Agreement (collectively, the Ancillary Agreements.“Privileged Communications”) shall be deemed to be protected by the attorney-client privilege; and
(civ) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group agrees that, upon and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees (a) to cause its Affiliates the extent that files maintained by Counsel related to waive, any conflicts that may arise or arising in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or this Agreement and/or any of the transactions contemplated by this Agreement constitute attorney work product relating to or arising in connection with this Agreement and/or any of the transactions contemplated by this Agreement (“Protected Work Product,” and together with Privileged Communications, “Protected Material”) or Privileged Communications, the Selling Securityholder Parties (and not the Acquired Companies or the Surviving Company) shall hold any property rights in such Protected Material, (b) the Protected Material and the expectation of confidentiality relating thereto belong solely to the Selling Securityholder Parties, shall be controlled by the Selling Securityholder Parties on behalf of the Securityholders and shall not pass to or be claimed by any of Buyer or the Acquired Companies, and (c) applicable Counsel shall have no duty whatsoever to reveal or disclose any such Protected Material to any of Buyer, the Acquired Companies, the Surviving Company or their Affiliates by reason of any attorney-client relationship between such counsel and any of the Acquired Companies or otherwise. Upon and after the Closing, to the extent that files maintained by Counsel constitute the property of the Acquired Companies or the Surviving Company, but not Protected Material, the Acquired Companies and the Surviving Company shall be entitled to such materials upon request and, to the extent such files contain Protected Material, Counsel shall redact only such portions as constitute Protected Material; and
(v) agrees that it will not, and that it will cause its Affiliates not to, (x) access or use the Protected Material, including by way of review of any electronic data, communications or other information or by seeking to have the Securityholder Representative waive the attorney-client privilege, work product doctrine or other privilege, or by otherwise asserting that any of Buyer, the Acquired Companies or any of its Affiliates has the right to assert or waive the attorney-client privilege, the work product doctrine or other privilege or (y) seek to obtain the Protected Material from applicable Counsel. For avoidance of doubt, the provisions of the preceding clause (v)(x) shall not be deemed violated if (1) any employee of Buyer, the Surviving Company or the Acquired Companies who is a Selling Securityholder Party accesses or uses any Privileged Communication to which such employee was a party (including by way of review of any electronic data, communications or other information) or (2) the Acquired Companies, the Surviving Company or any of their Affiliates maintain or transfer copies of any Protected Material in connection with the storage of data and files of the Acquired Companies, the Surviving Company or any of their Affiliates (regardless of the server, network or virtual data location), provided that such access and use shall not result in any waiver of the Selling Securityholder Parties’ attorney-client privilege or the work product doctrine with respect to such Protected Material.
(b) Notwithstanding anything in the foregoing provisions of this Section 7.10 to the contrary: (i) in the event that Buyer or any of the Ancillary Agreements. Notwithstanding Acquired Companies or any of their respective Affiliates is required by subpoena or other legal proceedings or process (including any deposition, interrogatory or civil or regulatory action or inquiry) to access or obtain a copy of all or a portion of the foregoingProtected Material, any privileged communications or information shared by Granite prior Buyer shall, as soon as reasonably practicable and to the Closing extent permissible under applicable law, notify the Securityholder Representative so that the Securityholder Representative may, at its own expense, seek a method by which the requested information may be obtained by such regulatory or governmental entity or other Person in a manner (including subject to a protective order, if available) which will not jeopardize any attorney-client privilege or the work product doctrine, and Buyer, the Surviving Company and the Selling Securityholder Parties and their Affiliates shall remain cooperate in good faith to assist the privileged Securityholder Representative in such endeavor; provided, that if Buyer or any of the Acquired Companies or any of their respective Affiliates are, on the advice of Buyer’s counsel, legally required to access or obtain a copy of all or a portion of any Privileged Communication or Protected Work Product, Buyer or any of the Acquired Companies or any of their respective Affiliates may, without liability hereunder, access or obtain a copy of all or a portion of such Privileged Communication or Protected Work Product which its counsel advises is legally required, but only to the extent and for the purpose legally required; and (ii) in the event that a dispute arises between Buyer, the Surviving Company or any of the Acquired Companies and a third party (other than a Selling Securityholder Party or any of its Affiliates) after the Closing, the Surviving Company (including on behalf of the Acquired Companies) may assert the attorney-client privilege or the work product doctrine to prevent disclosure of confidential communications or information by applicable Counsel to such third party; provided, however, that neither the Surviving Company nor any of Granitethe Acquired Companies may waive such privilege without the prior written consent of the Securityholder Representative, on behalf of the Selling Securityholder Parties.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Envestnet, Inc.)
Conflicts and Privilege. (a) AcquirorBuyer, the Companies, the SIM Sellers and the Holder Representatives on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the applicable Pre-Closing Company Holders hereby agree and the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the date hereof or arise in the event future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if a dispute with respect to this Agreement or the Transactions arises after the Closing between or among AcquirorBuyer, the Sponsor-Designated Directors Company or Sponsorany Subsidiary and Seller or any of his Affiliates, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing then Sidley Austin LLP may represent the Sponsor-Designated Directors Seller or Sponsor such Affiliate in such dispute even though the interests of the Sponsor-Designated Directors Seller or Sponsor such Affiliate may be directly adverse to AcquirorBuyer, the Company and/or such Subsidiary and even though such counsel Sidley Austin LLP may have represented Acquiror the Company or such Subsidiary in a matter substantially related to such dispute. Buyer, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the applicable Pre-Closing Company Holders further agree and the Subsidiaries), also agrees that, as to all legally privileged communications between or among Sidley Austin LLP and Seller, the Company, any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the TransactionsClosing, the attorney/-client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors Seller and may be controlled by such Sponsor-Designated Directors, Seller and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing)Buyer, the Companies Company or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreementany Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (Subsidiary and a third party other than Granite) prior to the Closing with Acquiror, Sponsor Seller or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information an Affiliate of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) Seller after the Closing, Acquiror hereby waives, on its own behalf and agrees then the Company or any such Subsidiary (to cause its Affiliates the extent applicable) may assert the attorney-client privilege to waive, any conflicts prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of if the Principal Panavision HoldersCompany or the Subsidiaries elect to waive such privilege, the Panavision Holder Representative Company or their Affiliates after the Closing Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreementswaiver.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)
Conflicts and Privilege. (a) AcquirorEach 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 CompaniesPurchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the SIM 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 Holder Representatives Closing.
(b) The Purchaser further agrees, on behalf of itself and, after the Closing, on behalf of the applicable Pre-Closing Company Holders hereby agree thatAcquired Companies, that all communications in any form or format whatsoever between Xxxxxxx, on the event a one hand, and the Acquired Companies, the Sellers, any of their Subsidiaries, or any of their respective directors, managers, officers, employees or other representatives, on the other hand, that relate in any way to the negotiation, documentation and consummation of the Transactions or any dispute with respect to arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned by the Sellers, shall be controlled by the Sellers, and shall not pass to or be claimed by the Transactions arises Purchaser, the Acquired Companies or any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers. In the event that a dispute arises between the Purchaser or among Acquirorthe Acquired Companies, on the one hand, and a third party other than a Seller, on the other hand, the SponsorPurchaser or the Acquired Companies may assert the attorney-Designated Directors client privilege to prevent the disclosure of the Privileged Deal Communications to such third party, and may not waive such privilege without the prior written consent of the Sellers. In the event that the Purchaser, the Company or Sponsorany of their Subsidiaries is legally required to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall immediately notify the Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients, only the Sellers shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) . The Purchaser agrees that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquirorit will not, and even though such counsel may have represented Acquiror in a matter substantially related to such disputethat it will cause the Acquired Companies not to, (i) access or use the Deal Communications, including by way of review of any electronic data, communications or other information, or may be handling ongoing matters for Acquiror, by seeking to have the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, waive the attorney/-client privilege and or other privilege, or by otherwise asserting that the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies Purchaser or the PreAcquired Companies have the right to waive the attorney-Closing Company Holders; provided, that client or other privilege or (ii) seek to obtain the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense Deal Communications from Xxxxxxx.
(c) In furtherance of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, it shall not be a breach of any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquirorprovision of this Agreement if, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, the Sellers, the Acquired Companies or any of their Subsidiaries, or any of their respective directors, managers, officers, employees or other Representatives takes any action to protect from access or remove from the premises of the Acquired Companies (or any offsite back-up or other facilities) any Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications. In the event that any copy, backup, image, or other form or version or electronic vestige of any portion of such Deal Communication remains accessible to or discoverable or retrievable by the Purchaser, the Acquired Companies or any of their Subsidiaries (each, a “Residual Communication”), the Purchaser agrees that it will not, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to it will cause the Principal Panavision HoldersAcquired Companies, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closingdirectors, Acquiror hereby waivesmanagers, on its own behalf and agrees officers, employees or other representatives not to cause its Affiliates use or attempt to waiveuse any means to access, retrieve, restore, recreate, unarchive or otherwise gain access to or view any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing Residual Communication for any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreementspurpose.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf It is acknowledged by each of the applicable Pre-Closing Company Holders parties hereto that the Sellers’ Representative has retained Xxxxx Xxxxxx LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agree that, agrees that in the event of a dispute with respect under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to this Agreement the transactions contemplated hereby or the Transactions thereby that arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or SponsorBuyer Indemnified Parties, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesSellers’ Representative and Sellers, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing DM may represent the Sponsor-Designated Directors or Sponsor Sellers’ Representative and/or Sellers in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor Sellers’ Representative and/or Sellers may be directly adverse to Acquirorthe Buyer Indemnified Parties, and even though such counsel DM may have represented Acquiror the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or may be handling ongoing matters for Acquiror, obtain the Sponsor-Designated Directors or Sponsor. Acquiror, informed consent of the Companies, the SIM Sellers’ Representative and/or Sellers and the Holder Representatives on behalf applicable member of the Buyer Indemnified Parties under applicable Pre-Closing Company Holders Laws or applicable ethical standards governing attorney conduct. Buyer further agree agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented AcquirorDM, the Sponsor-Designated Directors or Sponsor prior to Company, the Closing and Sellers’ Representative and/or any one or more such Persons Seller that relate in any way to the Transactionstransactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”), the attorney/-client privilege and the expectation of client confidence belongs with respect to the Sponsor-Designated Directors Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers and may be controlled by such Sponsor-Designated Directors, the Sellers’ Representative and Sellers and shall not pass to or be claimed or controlled by Acquiror Buyer, the Company (after giving effect Closing) or any of their Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by (x) in the Companies or event that a dispute arises between Buyer Indemnified Parties, on the Pre-Closing Company Holders (one hand, and a third party other than Granitethe Sellers’ Representative or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) prior if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the Closing extent necessary to comply with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporationsuch order.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf It is acknowledged by each of the applicable Pre-Closing Company Holders parties hereto that the Company, WBCP QP and Wxxxxxx Xxxxx Capital Partners VII, LP (together with WBCP QP, "WBCP") have retained K&E to act as its counsel in connection with the transactions contemplated hereby agree and that K&E 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 K&E for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, Buyer and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel WBCP (including SkaddenWBCP QP, Arpsin its capacity as the Sellers' Representative), Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing K&E may represent WBCP (including WBCP QP, in its capacity as the Sponsor-Designated Directors or Sponsor Sellers' Representative) in such dispute even though the interests of WBCP (including WBCP QP, in its capacity as the Sponsor-Designated Directors or Sponsor Sellers' Representative) may be directly adverse to Acquirorthe Buyer, the Company or the Subsidiaries, and even though such counsel K&E may have represented Acquiror the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer, the Sponsor-Designated Directors Company or Sponsorthe Subsidiaries. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Buyer further agree agrees that, as to all legally privileged communications prior to among K&E, the Closing between or among any legal counsel Company, the Subsidiaries and WBCP (including SkaddenWBCP QP, Arps, Slate, Xxxxxxx & Xxxx LLPin its capacity as the Sellers' Representative) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactionstransactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to WBCP (including WBCP QP, in its capacity as the Sponsor-Designated Directors Sellers' Representative) and may be controlled by such Sponsor-Designated Directors, WBCP and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing)Buyer, the Companies Company or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this AgreementSubsidiaries. Notwithstanding the foregoing, any privileged communications or information shared by in the Companies event that a dispute arises between the Buyer, the Company or the Pre-Closing Company Holders (Subsidiaries and a third party other than Granite) prior a party to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) this Agreement after the Closing, Acquiror hereby waivesthe Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, on its own behalf and agrees to cause its Affiliates to waivehowever, any conflicts that neither the Company nor the Subsidiaries may arise in connection with Xxxxxxxx & Xxxxx LLP representing any waive such privilege without the prior written consent of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary AgreementsWBCP.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Samples: Stock Purchase Agreement (Devry Inc)
Conflicts and Privilege. (a) AcquirorBuyer, Buyer Parent, the Companies, the SIM Sellers Companies and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Subsidiaries hereby agree that, in the event a dispute arises under or in connection with respect to this Agreement or the Transactions arises after the Closing between or among AcquirorBuyer, Buyer Parent, the Sponsor-Designated Directors Companies or Sponsorthe Subsidiaries, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesSeller, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing Xxxxxxx Xxxxxx LLP may represent the Sponsor-Designated Directors or Sponsor Seller in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor Seller may be directly adverse to Acquirorthe Companies or the Subsidiaries, and even though such counsel Xxxxxxx Xxxxxxx Xxxxxx LLP may have represented Acquiror the Companies or the Subsidiaries in a matter substantially related to such the dispute, or may be handling ongoing matters for Acquirorthe Companies and the Subsidiaries. Buyer, the Sponsor-Designated Directors or Sponsor. AcquirorBuyer Parent, the Companies, the SIM Sellers Subsidiaries and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Seller further agree that, as to all legally privileged communications between Xxxxxxx Xxxxxxx Xxxxxx LLP, the Companies, the Subsidiaries and Seller that relate, both prior to or after the Closing, to (a) the transactions contemplated by this Agreement, including without limitation the negotiation, preparation, execution, delivery and closing under, or any dispute arising under or in connection with this Agreement which, immediately prior to the Closing between or among any legal counsel Closing, would be covered by the attorney-client privilege of Seller and its counsel, and (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPb) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the TransactionsDFS Subpoena, the attorney/-client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors Seller and may be controlled by such Sponsor-Designated DirectorsSeller, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company HoldersSubsidiaries; provided, that the Sponsor-Designated Directors Seller shall not waive such attorney/-client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by in the event a dispute arises between Buyer, Buyer Parent, the Companies or the Pre-Closing Company Holders (Subsidiaries and a person other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) Seller after the Closing, Acquiror hereby waives, on its own behalf and agrees the Companies or the Subsidiaries may assert the attorney-client privilege to cause its Affiliates prevent disclosure of confidential communications by Xxxxxxx Xxxxxxx Xxxxxx LLP to waive, any conflicts that may arise such person. Other than as explicitly set forth in connection with Xxxxxxxx & Xxxxx LLP representing any of the Principal Panavision Holdersthis Section 12.12, the Panavision Holder Representative or their Affiliates after the Closing parties hereto acknowledge that any attorney-client privilege attaching as such representation may relate to Acquiror, any Company Group or any a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to representing the SIM Group Companies and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite Subsidiaries prior to the Closing shall remain survive the privileged communications or information Closing and continue to be a privilege of Granitethe Companies and the Subsidiaries, and not Seller, after the Closing.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors and may be controlled by such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx K&L Gates LLP has acted as legal counsel to Signing Sellers and the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates Acquired Entities prior to and as of the Closing, date of this Agreement and that Xxxxxxxx & Xxxxx K&L Gates LLP intends may be asked to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates Signing Sellers (which will no longer include the Panavision Groupor “Replacement Seller” or “Replacement Sellers,” if applicable) after the Closingdate of this Agreement, Acquiror the Parties acknowledge that the Acquired Entities have waived, on their own behalf, and Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any K&L Gates LLP’s representation of the Principal Panavision Holders, the Panavision Holder Representative Signing Sellers (and “Replacement Seller” or their Affiliates “Replacement Sellers,” if applicable) after the Closing Closing. The Parties also acknowledge that the Acquired Entities have agreed, and Purchaser also agrees, that, as such representation may relate to Acquirorall communications among K&L Gates LLP, any Company Group on the one hand, and the Acquired Entities (or any of them), the transactions contemplated by this Agreement Signing Sellers (or any of them), or the Ancillary Agreements.
Acquired Entities and Signing Sellers (c) Recognizing and “Replacement Seller” or “Replacement Sellers,” if applicable), on the other hand, that Stikeman Elliott LLP has acted as legal counsel relate in any way to this Agreement and to the SIM Group transactions under or related to this Agreement and Granite prior are in fact subject to attorney-client privilege, the Closingattorney-client privilege and the expectation of client confidence belong to Signing Sellers (and “Replacement Seller” or “Replacement Sellers,” if applicable), shall be owned and controlled by Signing Sellers (and “Replacement Seller” or “Replacement Sellers,” if applicable), and that Stikeman Elliott LLP intends shall not pass to act as legal counsel to Granite after Purchaser or the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after Acquired Entities nor be retained by the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of GraniteAcquired Entities.
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Samples: Membership Interest Purchase and Sale Agreement (Enviva Partners, LP)
Conflicts and Privilege. Each of the Parties acknowledges and agrees that Steptoe & Xxxxxxx LLP and The Law Office of Xxxxx Xxxxxx PC (collectively, “Counsel”) have acted as counsel to Company, Company Subsidiary, Seller, the Non-Target Parties and each of the shareholders of Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(a) AcquirorBuyer hereby consents and agrees to, and agrees to cause, Company and Company Subsidiary to consent and agree to, Counsel representing Seller, the CompaniesTrusts (including, without limitation, their respective trustees and beneficiaries) and/or any of the Non-Target Parties (collectively, the SIM Sellers and “Seller Parties”) after the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree thatClosing, in the event a dispute including, without limitation, with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its subsidiaries (including Company or Company Subsidiary). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Counsel’s prior representation of Company and Company Subsidiary and (ii) Counsel’s representation of the Seller Parties prior to and after the Closing, including the communication by Counsel to the Seller Parties in connection with any such representation. Notwithstanding the foregoing, this Agreement consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Nothing in this Section 9.12 shall constitute a waiver of any attorney-client privilege or any privilege associated with Company or Company Subsidiary on any matter (other than Counsel’s representation of Company or Company Subsidiary in connection with this Agreement, the Related Agreements, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice Company’s or Company Subsidiary’s rights and obligations vis a vis third parties), and does not waive or excuse Counsel from complying with applicable rules of professional conduct regarding the confidentiality of any client information of Company or Company Subsidiary other than as it pertains to Counsel’s representation of Company or Company Subsidiary in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.
(b) In addition, all communications involving attorney-client confidences between Company, Company Subsidiary, Non-Target Parties, Seller or the Transactions arises after the Closing between or among Acquiror, the Sponsor-Designated Directors or SponsorTrusts (including their respective trustees and beneficiaries), on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesCounsel, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, in the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests course of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, negotiation and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers documentation of this Agreement and the Holder Representatives on behalf of the applicable PreRelated Agreements shall be deemed to be attorney-Closing Company Holders further agree that, as client confidences that belong solely to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege Seller and the expectation of client confidence belongs to the Sponsor-Designated Directors Trusts (and not Company or Company Subsidiary) and may be controlled by such Sponsor-Designated Directors, Seller and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), Trusts. Without limiting the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense generality of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative upon and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waivesSeller, on its own behalf the Trusts and agrees to cause its their Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any (and not Company or Company Subsidiary) shall be the sole holders of the Principal Panavision Holders, attorney-client privilege with respect to the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any negotiation and documentation of the transactions contemplated by this Agreement or any of and the Ancillary Related Agreements.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any neither Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing nor Company Subsidiary shall remain the privileged communications or information of Granitebe a holder thereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)
Conflicts and Privilege. It is acknowledged by each of the Parties that the Acquired Companies and Seller have retained McGuireWoods to act as their counsel in connection with the Transactions and that McGuireWoods has not acted as counsel for any other Person in connection with the Transactions and that no other Party or other Person has the status of a client of McGuireWoods in connection with the Transactions for conflict of interest or any other purposes as a result thereof. Buyer and the Acquired Companies, on behalf of themselves and each of their Affiliates, (a) Acquirorhereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with, the Companiesor is otherwise prohibited from engaging in, the SIM Sellers such representation and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby (b) agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between Buyer or among Acquirorany of its Affiliates (including, from and after Closing, the Sponsor-Designated Directors or SponsorAcquired Companies), on the one hand, and the Company, the Pre-Closing Company Holders or the Holder RepresentativesSeller, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing McGuireWoods may represent the Sponsor-Designated Directors or Sponsor Seller in such dispute even though the interests interest of the Sponsor-Designated Directors or Sponsor any such party may be directly adverse to AcquirorBuyer or any of its Affiliates (including, from and after Closing, the Acquired Companies), and even though such counsel McGuireWoods may have represented Acquiror the Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or SponsorAcquired Companies. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Buyer further agree agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing McGuireWoods and any one or more such Persons Seller that relate in any way to the Transactions, the attorney/-client privilege and privilege, the expectation of client confidence belongs and all other rights to the Sponsor-Designated Directors any evidentiary privilege belong to Seller and may be controlled by such Sponsor-Designated Directors, Seller and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies Buyer or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this AgreementAcquired Companies. Notwithstanding the foregoing, any privileged communications or information shared by the Companies if a dispute arises between Buyer or the Pre-Closing Company Holders (Acquired Companies and a third party other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Groupa Party after Closing, the Principal Panavision HoldersAcquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that the Panavision Holder Representative Acquired Companies may not waive such privilege without the prior written consent of Seller. Seller and their respective Affiliates prior to the Closing, Buyer further agree that McGuireWoods and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative its partners and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx & Xxxxx LLP representing any employees are third-party beneficiaries of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary AgreementsSection 10.4.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
Conflicts and Privilege. (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf It is acknowledged by each of the applicable Pre-Closing Parties that the Company Holders has retained White & Case LLP (“W&C”) to act as its counsel in connection with the transactions contemplated hereby and that W&C 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 W&C for conflict of interest or any other purposes as a result thereof. Parent and Merger Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between Parent or among Acquiror, the Sponsor-Designated Directors or SponsorSurviving Corporation, on the one hand, and any former Equity Holder of the Company, the Pre-Closing Company Holders or the Holder RepresentativesStockholders’ Representative, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing W&C may represent any such former Equity Holder or the Sponsor-Designated Directors or Sponsor Stockholders’ Representative, as applicable, in such dispute even though the interests of such former Equity Holder or the Sponsor-Designated Directors or Sponsor Stockholders’ Representative, as applicable, may be directly adverse to AcquirorParent, the Surviving Corporation or its Subsidiaries, and even though such counsel W&C may have represented Acquiror the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorParent, the Sponsor-Designated Directors Surviving Corporation or Sponsorits Subsidiaries. Acquiror, the Companies, the SIM Sellers Parent and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders Merger Sub further agree that, as to all legally privileged communications prior among W&C, the Company, the Company Subsidiaries, the Stockholders’ Representative and the Equity Holders that primarily relate to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactionstransactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to the Sponsor-Designated Directors Company and, from and after the Effective Time, the former Equity Holders of the Company, and may be controlled only by such Sponsor-Designated Directors, them and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing)Parent, the Companies Surviving Corporation or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreementits Subsidiaries. Notwithstanding the foregoing, any privileged communications in the event that a dispute arises between Parent, the Surviving Corporation or information shared by its Subsidiaries, on the Companies or the Pre-Closing Company Holders (one hand, and a third party other than Granite) prior a Party to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of the Surviving Corporation.
(b) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that Xxxxxxxx & Xxxxx LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) this Agreement after the Closing, Acquiror hereby waiveson the other hand, on the Surviving Corporation and its own behalf and agrees Subsidiaries may assert the attorney-client privilege to cause prevent disclosure of confidential communications by W&C to such third party; provided, however, that neither the Surviving Corporation nor its Affiliates to waive, any conflicts that Subsidiaries may arise in connection with Xxxxxxxx & Xxxxx LLP representing any waive such privilege without the prior written consent of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary AgreementsStockholders’ Representative.
(c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.
Appears in 1 contract
