Legal Representation; Attorney-Client Privilege. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its representatives, that (a) following consummation of the transactions contemplated herein, Xxxx Xxxxx Xxxxxxxx & Xxxx LLP (“Company Counsel”) may serve as counsel to the Sellers or the Representative, in connection with any action, claim or obligation arising out of or relating to this Agreement or the transactions contemplated herein or any other matter, and each of the Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any representative thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties to this Agreement further agrees to permit (and shall take reasonable steps requested by any Party at such requesting Party’s expense so that) any privilege attaching as a result of the services provided by the Company’s Counsel as counsel to the Sellers or the Representative (including with respect to information related to the Company) and the Company in connection with this Agreement and the transactions contemplated herein to survive the Closing and to remain in effect, and such privilege shall continue to be controlled solely by the Sellers following the Closing. In addition, if the Merger and the transactions contemplated herein are consummated, all of the client files and records in the possession of the Company’s Counsel related to such transactions shall continue to be property of (and be controlled by) the Sellers solely, and the Company shall not retain any copies of such records or have any access to them without the consent of Representative.
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Samples: Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement (Trulieve Cannabis Corp.)
Legal Representation; Attorney-Client Privilege. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its representatives, that (a) following consummation of the transactions contemplated herein, Xxxx Xxxxx Xxxxxxxx & Xxxx Gxxxxxxxx Txxxxxx LLP (“Company Counsel”) may serve as counsel to the Sellers or the Representative, in connection with any action, claim or obligation arising out of or relating to this Agreement or the transactions contemplated herein or any other matter, and each of the Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any representative thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties to this Agreement further agrees to permit (and shall take reasonable steps requested by any Party at such requesting Party’s expense so that) any privilege attaching as a result of the services provided by the Company’s Counsel as counsel to the Sellers or the Representative (including with respect to information related to the Company) and the Company in connection with this Agreement and the transactions contemplated herein to survive the Closing and to remain in effect, and such privilege shall continue to be controlled solely by the Sellers following the Closing. In addition, if the Merger and the transactions contemplated herein are consummated, all of the client files and records in the possession of the Company’s Counsel related to such transactions shall continue to be property of (and be controlled by) the Sellers solely, and the no Company Party shall not retain any copies of such records or have any access to them without the consent of Representative.
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Samples: Plan of Merger and Securities Purchase Agreement (Valens Company, Inc.)
