Legal Representation Each of the parties to this Agreement acknowledges that Fossi & Xxxxxx and Xxxxxxx LLP (“Dechert”) currently serves as counsel to both (a) the Company and (b) Xx. Xxxx, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated by this Agreement. There may come a time, including after consummation of the transactions contemplated by this Agreement, when the interests of Xx. Xxxx and the Company may no longer be aligned or when, for any reason, Xx. Xxxx, Xxxxx & Xxxxxx, Xxxxxxx or the Company believes that Fossi & Xxxxxx or Dechert cannot or should no longer represent both Xx. Xxxx and the Company. The parties understand and specifically agree that Fossi & Xxxxxx or Dechert may withdraw from representing the Company and continue to represent Xx. Xxxx, even if the interests of Xx. Xxxx, and the interests of the Company are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and even though Xxxxx & Xxxxxx or Dechert may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any of its Affiliates, and Buyer and the Company hereby consent thereto and waive any conflict of interest arising therefrom. Each of the parties further agrees that, as to all communications among Xxxxx & Jewell, Dechert, the Company, Seller and Xx. Xxxx, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege shall be subject to a shared privilege between Xx. Xxxx, on the one hand, and the Company, on the other hand, and Xx. Xxxx and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any applicable Law and no such shared privilege may be waived by (a) Xx. Xxxx without the prior written consent of the Company; or (b) by the Company without the prior written consent of Xx. Xxxx; provided, however, that any information relating to or arising out of any legal advice provided, whether before or after the Closing Date, with respect to any matter for which Buyer or Seller has an indemnification obligation hereunder, shall be subject to the sole and separate privilege of the indemnifying party, and such indemnifying party shall be entitled to control the assertion or waiver of all such separate privileges under any applicable Law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnified Parties; provided, further, however, that nothing in this Section 10.19 shall in any way limit Buyer’s ability to use and access any information related to the business of the Company.
Authorized Representatives No amendment of this Agreement shall be effective unless by written instrument duly executed by the Parties’ authorized representatives. For the purposes of this section, an authorized person refers to individuals designated as such by Parties in their respective corporate by-laws.
Designated Representatives (a) With the delivery of this Agreement, the Subordination Agent shall furnish to each Liquidity Provider and each Trustee, and from time to time thereafter may furnish to each Liquidity Provider and each Trustee, at the Subordination Agent’s discretion, or upon any Liquidity Provider’s or any Trustee’s request (which request shall not be made more than one time in any 12-month period), a certificate (a “Subordination Agent Incumbency Certificate”) of a Responsible Officer of the Subordination Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and the attorney-in-fact and agents of the Subordination Agent (the “Subordination Agent Representatives”) authorized to give Written Notices on behalf of the Subordination Agent hereunder. Until each Liquidity Provider and each Trustee receives a subsequent Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent Incumbency Certificate delivered to it hereunder. (b) With the delivery of this Agreement, each Trustee shall furnish to the Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Trustee’s discretion, or upon the Subordination Agent’s request (which request shall not be made more than one time in any 12-month period), a certificate (a “Trustee Incumbency Certificate”) of a Responsible Officer of such Trustee certifying as to the incumbency and specimen signatures of the officers of such Trustee and the attorney-in-fact and agents of such Trustee (the “Trustee Representatives”) authorized to give Written Notices on behalf of such Trustee hereunder. Until the Subordination Agent receives a subsequent Trustee Incumbency Certificate, it shall be entitled to rely on the last Trustee Incumbency Certificate delivered to it hereunder. (c) With the delivery of this Agreement, each Liquidity Provider shall furnish to the Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Liquidity Provider’s discretion, or upon the Subordination Agent’s request (which request shall not be made more than one time in any 12-month period), a certificate (each, a “Provider Incumbency Certificate”) of any Responsible Officer of such Liquidity Provider certifying as to the incumbency and specimen signatures of any officer, attorney-in-fact, agent or other designated representative of such Liquidity Provider (in each case, the “Provider Representatives” and, together with the Subordination Agent Representatives and the Trustee Representatives, the “Designated Representatives”) authorized to give Written Notices on behalf of such Liquidity Provider hereunder. Until the Subordination Agent receives a subsequent Provider Incumbency Certificate, it shall be entitled to rely on the last Provider Incumbency Certificate delivered to it hereunder by the relevant Liquidity Provider.
– UNION COMMITTEES AND REPRESENTATIVES 6.01 The Employer will recognize the following: (a) Two (2)
