Conflicts; Continuing Representation Sample Clauses

Conflicts; Continuing Representation. The parties hereto and the Stockholders’ Agent (the “Consenting Parties”) acknowledge that at all times relevant hereto up to the closing Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Seller’s Counsel”) has represented only Seller. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or any other agreement between the Stockholders’ Agent or any former Seller stockholder, on the one hand, and Buyer, on the other hand (“Disputes”), Buyer hereby consents to Seller’s Counsel representation of the Stockholders’ Agent (and/or such stockholders) in the Disputes. Buyer acknowledges that Seller’s Counsel has been and will be providing legal advice to Seller in connection with the Merger and the other transactions contemplated by this Agreement and in such capacity will have obtained confidential information of Seller (the “Seller Confidential Information”). The Seller Confidential Information includes all communications, whether written or electronic, including any communications between Seller’s Counsel, the directors, officers, stockholders, accounting firm, and/or employees of Seller, and all files, attorney notes, drafts or other documents directly relating to this Agreement which predate the Closing (collectively, the “Seller’s Counsel Work Product”). In any Dispute, to the extent that any Seller Confidential Information is in Seller’s Counsel’s possession at the Effective Time, such Seller Confidential Information may be used on behalf of the Stockholders’ Agent in connection with such Dispute at the sole discretion of the Stockholders’ Agent. In any Dispute, the Consenting Parties waive the right to present any Seller’s Counsel Work Product as evidence in any action arising out of such Dispute. The Consenting Parties waive their right to access any Seller’s Counsel Work Product, except as reasonably necessary in connection with an action which is not a Dispute. The Consenting Parties hereby consent to the disclosure and use by Seller’s Counsel for the benefit of the former Seller stockholders and the Stockholders’ Agent of any information (confidential or otherwise) disclosed to it by Seller (including its directors, officers, stockholders, accounting firm, and/or employees of Seller) prior to the Effective Time.

AutoNDA by SimpleDocs

Conflicts; Continuing Representation. (a) The Parties hereto acknowledge that at all times relevant hereto up to the Closing, Cozen X’Xxxxxx (“Company Counsel”) has represented the Company in connection with the Merger. If, subsequent to the Closing, any dispute were to arise relating in any manner to this Agreement or the transactions contemplated hereby (“Representative Dispute”), the Buyer and the Company hereby consent to Company Counsel’s representation of the Equity Holders’ Representative, the Equity Holder Group Members or any individual member thereof, or any director, officer, stockholder, employee or Affiliate of any of the foregoing, in the Representative Dispute, notwithstanding such representation, and each of the Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Conflicts; Continuing Representation. The parties hereto and the Representative (the “Consenting Parties”) acknowledge that at all times relevant hereto up to the closing DLA Piper LLP (US) (“DLA Piper”) has represented only the Company. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or any other agreement between the Representative or any former Company shareholder, on the one hand, and Buyer, on the other hand (“Disputes”), Buyer hereby consents to DLA Piper’s representation of the Representative (and/or such shareholders) in the Disputes.

Related to Conflicts; Continuing Representation

10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.
Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.
Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:
Employee Representation Clauses 49, 50 and 51 of this Agreement outline the rights for employee representatives and Union Delegates when assisting Employees. For clarity, each Employee has the right to determine whether they wish to be represented by a Union Delegate, Employee Representative, another representative of their choosing, or not at all. Such representatives (or individual Employees) are entitled to the protections of Division 4 of Part 3-1 of the Fair Work Act in relation to their involvement in lawful industrial activities.
COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:
Company Representation (a) The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this agreement and will keep this list up to date.
Consultant Representations The Consultant hereby represents and warrants to the Company that:
Employee Representations The Employee hereby represents and warrants to the Company that:
Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.