Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (“Xxxxxx & Xxxxxx”) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Xxxxxx & Xxxxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxxx & Xxxxxx may represent Seller or any of its Affiliates or any of their respective Representatives (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxxx & Xxxxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) any claim that Xxxxxx & Xxxxxx has a conflict of interest in any representation described in this Section or (ii) any confidentiality obligation with respect to any communication between Xxxxxx & Xxxxxx and any Designated Person occurring during the Current Representation.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Xxxxxx Dxxxx Xxxx & Xxxxxx Xxxx Xxxxxxx Wxxxxxxx LLP (“Xxxxxx & XxxxxxDxxxx Xxxx”) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Xxxxxx & Xxxxxx Dxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxxx & Xxxxxx Dxxxx Xxxx may represent Seller or any of its Affiliates or any of their respective Representatives (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxxx & Xxxxxx Dxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) any claim that Xxxxxx & Xxxxxx Dxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii) any confidentiality obligation with respect to any communication between Xxxxxx & Xxxxxx Dxxxx Xxxx and any Designated Person occurring during the Current Representation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dean Foods Co)

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has the Sellers have retained Xxxxxx Xxxxx Xxxx & Xxxxxx Xxxx Xxxxxxx Xxxxxxxx LLP (“Xxxxxx & Xxxxxx”Xxxxx Xxxx“) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation), and that no other party has the status of a client of Xxxxxx & Xxxxxx Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxxx & Xxxxxx Xxxxx Xxxx may represent Seller Sellers or any of its their Affiliates or any of their respective Representatives shareholders, partners, members or representatives (any such Person, a “Designated Person) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxxx & Xxxxxx Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i1) any claim that Xxxxxx & Xxxxxx Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii2) any confidentiality obligation with respect to any communication between Xxxxxx & Xxxxxx Xxxxx Xxxx and any Designated Person occurring during the Current Representation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has the Sellers have retained Xxxxxx Xxxxx Xxxx & Xxxxxx Xxxx Xxxxxxx Xxxxxxxx LLP (“Xxxxxx & Xxxxxx”"Xxxxx Xxxx") to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the "Current Representation"), and that no other party has the status of a client of Xxxxxx & Xxxxxx Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxxx & Xxxxxx Xxxxx Xxxx may represent Seller Sellers or any of its their Affiliates or any of their respective Representatives shareholders, partners, members or representatives (any such Person, a "Designated Person") in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxxx & Xxxxxx Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i1) any claim that Xxxxxx & Xxxxxx Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii2) any confidentiality obligation with respect to any communication between Xxxxxx & Xxxxxx Xxxxx Xxxx and any Designated Person occurring during the Current Representation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

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Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Xxxxxx Xxxxx Xxxx & Xxxxxx Xxxx Xxxxxxx Xxxxxxxx LLP (“Xxxxxx & XxxxxxXxxxx Xxxx”) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Xxxxxx & Xxxxxx Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxxx & Xxxxxx Xxxxx Xxxx may represent Seller or any of its Affiliates or any of their respective Representatives (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxxx & Xxxxxx Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) any claim that Xxxxxx & Xxxxxx Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii) any confidentiality obligation with respect to any communication between Xxxxxx & Xxxxxx Xxxxx Xxxx and any Designated Person occurring during the Current Representation.

Appears in 1 contract

Samples: Asset Purchase Agreement

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