Legal Representation. Purchaser further agrees that, as to all communications between and among all counsel for Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates (including Milbank LLP), and Seller, Seller Parent, the Transferred Entities and/or their respective Affiliates that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to Seller and Seller Parent and may be controlled by Seller and Seller Parent and will not pass to or be claimed by Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). The Privileged Communications are the property of Seller and Seller Parent, and from and after the Closing none of Purchaser, its Affiliates (including, following the Closing, the Transferred Entities), or any Person purporting to act on behalf of or through Purchaser or such Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Purchaser, and its Affiliates (including, following the Closing, the Transferred Entities) together with any of their respective Affiliates, successors or assigns further agree that no such party may use or rely on any of the Privileged Communications in any Action against or involving any of Seller, Seller Parent or any of their respective Affiliates after the Closing. The Privileged Communications may be used by Seller, Seller Parent and/or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Purchaser and its Affiliates may assert the attorney-client privilege to prevent disclosure of Privileged Communications by counsel to such third party, provided that neither Purchaser nor its Affiliates (including, following the Closing, the Transferred Entities) may waive such privilege without the prior written consent of Seller and Seller Parent.
Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any appli...
Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.
Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.
Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Subscription Agreement by counsel to the Company; (c) it has either been represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal and binding effect.
Legal Representation. In entering into this agreement, each party has relied solely upon the advice of their own attorney. Each party has had the opportunity to consult with counsel. Each party represents and warrants to the other that they are fully satisfied with the representation received from their respective attorneys.
Legal Representation. (a) Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom.
(b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and ...
Legal Representation. Both Parties have been represented by legal counsel of their choice, or have had the opportunity to consult with legal counsel, in the negotiation and execution of this Contract.
Legal Representation. This Agreement is a legally binding document and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement.
Legal Representation. Each of Company and Consultant represents that they have consulted with independent legal counsel and/or tax, financial and business advisors, to the extent that they deemed necessary.
