Continuing Representation. The representations and warranties of Buyer herein contained shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of that date.
Continuing Representation. Buyer hereby agrees, on its own behalf and on behalf of the Acquired Companies following the Closing, and their Affiliates and current and future directors, managers, equity holders, members, partners, officers and employees and each of their successors and assigns (all such Persons, the “Waiving Parties”), that McAfee & Xxxx A Professional Corporation (“M&T”) (or any of its successors) may represent the Restricted Parties, or any of their respective, direct or indirect, directors, managers, members, partners, officers, employees, equity holders, or Affiliates, in connection with any dispute, litigation, claim, Proceeding, or obligation arising out of or relating to this Agreement, any agreement entered into in connection with the Transactions notwithstanding its representation (or any continued representation) of the Acquired Companies, and Buyer on behalf of itself and the Waiving Parties hereby consents to such representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising or relating to such representation, acknowledges that the foregoing provision applies whether or not M&T provides legal services to the Restricted Parties or any of their Affiliates after the Closing Date. Buyer, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among M&T, the Acquired Companies, the Restricted Parties, and/or any director, officer, manager, member, employee, representative, or Affiliate of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Agreement, the Transactions, or any matter relating to any of the foregoing, as between the Buyer Parties and the Restricted Parties, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the Restricted Parties, and shall be exclusively controlled thereby and shall not pass to or be claimed by Buyer or any Acquired Company, and from and after the Closing, none of Buyer or any of the Waiving Parties will seek to obtain the same by any process; provided, however, that the foregoing shall not apply to any matters as between the Buyer Parties and any third party.
Continuing Representation. No representation, warranty, or statement of Seller in this Agreement or in any document, certificate, schedule, or other matter furnished or to be furnished to Buyer pursuant thereto or in connection with the transaction contemplated in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements or facts contained herein and therein not misleading.
Continuing Representation. 14 Section 4. DESTRUCTION OF ASSETS . . . . . . . . . . . . . 14 Section 5. COVENANTS . . . . . . . . . . . . . . . . . . . 14 Section 6. CONFIDENTIALITY . . . . . . . . . . . . . . . . 15 Section 7. EXPENSES. . . . . . . . . . . . . . . . . . . . 16 Section 8. NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS: ENTIRE AGREEMENT. . . 16
Continuing Representation. It is understood by Attorney that the duty to represent an assigned Defendant continues until the case is terminated by dismissal, acquittal, sentencing, or satisfaction of appeal except that Attorney will be required to continue to represent Defendant for any restitution or other hearing set at the time of sentencing. The date that a case is assigned to the Attorney will be the sole factor in determining an Attorney's continuing obligation to provide legal representation under this Agreement. The obligation to provide legal representation in a case under this Agreement will continue until a case is closed regardless of the length of time necessary to complete the case after the A greement is terminated. In the event Attorney's Agreement expires and is not renewed at the end of the Agreement period, or if for any other reason it is terminated by either party to this Agreement, then Attorney must remain obligated to provide legal representation and to report to the Court in all cases assigned during the Agreement year, or assigned up to the date the Agreement was terminated. Attorney further understands that some cases will not so terminate until after the expiration date of this Agreement or termination of Agreement, and that Attorney is obligated to provide continued representation to assigned defendants until their cases are terminated as described in this paragraph.
Continuing Representation. Any certificate signed by any officer of the Company or any Subsidiary delivered to KCA or to counsel for KCA pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to KCA as to the matters covered thereby.
Continuing Representation. ABC further represents and warrants to the Government that the representations and warranties set out in Clause 15.1 shall remain true and correct and shall survive and continue to have full force aand effect until completion of this Agreement.
Continuing Representation. All the representations and warranties made by the Borrower in or in connection with this Agreement shall remain true and accurate in all material respects;
Continuing Representation. As a result of our on-going communication with the institutional real estate community, I-CAP meets frequently with institutional investors who may be interested in a future relationship with Inland Western. We will keep you apprised in the event we become aware of investor interest outside the initial target group.
Continuing Representation. Save for those representations and warranties made solely with reference to the facts and circumstances as of specific date, the Co-Borrowers also represent and warrant to the Lenders, the Agent Banks and the Mandated Lead Arrangers that the foregoing representations under subsections (1) (except that the registered address shall be the one actually registered after change from time to time) , (2), (3), (4), (6), (7), (8)(a), (9), (10), (13), (14) and (15) of Section 9.1 will be true and accurate after the Drawdown Date and throughout the continuance of this Agreement with reference to the facts and circumstances subsisting from time to time.
