Common use of Owner’s Post-Acquisition Use of Law Firm Clause in Contracts

Owner’s Post-Acquisition Use of Law Firm. Each Party to this Agreement acknowledges that (i) one or more of Target and Sellers have retained Law Firm to act as their counsel in connection with the Transactions as well as other past and ongoing matters, (ii) except for Target, Sellers, Manager and Nominee, Law Firm has not acted as counsel for any other Person in connection with the Transactions, and (iii) no Person other than Target, Manager, Nominee and Sellers has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Buyer (A) waives and will not assert, and will cause each of its Subsidiaries to waive and not assert, any conflict of interest relating to Law Firm’s representation after the Closing of any Seller or Seller’s Affiliate in any matter involving the Transactions (including any litigation, arbitration, mediation, or other proceeding), and (B) consents to, and will cause each of its Subsidiaries to consent to, any such representation, even though, in each case, (1) the interests of such Seller and/or Seller’s Affiliate may be directly adverse to Buyer or any of its Subsidiaries, (2) Law Firm may have in the past represented Target or its Affiliates in a substantially related matter, or (3) Law Firm may be handling other ongoing matters for Buyer, Target, or any of their respective Subsidiaries or Affiliates.

Appears in 3 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Exclusive Option Agreement (Energy 11, L.P.)

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Owner’s Post-Acquisition Use of Law Firm. Each Party to this Agreement acknowledges that (i) one or more of Target and Sellers Seller have retained Law Firm to act as their counsel in connection with the Transactions as well as other past and ongoing matters, (ii) except for Target, SellersSeller, Manager and Nominee, Law Firm has not acted as counsel for any other Person in connection with the Transactions, and (iii) no Person other than Target, Manager, Nominee and Sellers Seller has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Buyer (A) waives and will not assert, and will cause each of its Subsidiaries to waive and not assert, any conflict of interest relating to Law Firm’s representation after the Closing of any Seller or Seller’s Affiliate in any matter involving the Transactions (including any litigation, arbitration, mediation, or other proceeding), and (B) consents to, and will cause each of its Subsidiaries to consent to, any such representation, even though, in each case, (1) the interests of such Seller and/or Seller’s Affiliate may be directly adverse to Buyer or any of its Subsidiaries, (2) Law Firm may have in the past represented Target or its Affiliates in a substantially related matter, or (3) Law Firm may be handling other ongoing matters for Buyer, Target, or any of their respective Subsidiaries or Affiliates.

Appears in 1 contract

Samples: Interest Purchase Agreement (Energy 11, L.P.)

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Owner’s Post-Acquisition Use of Law Firm. Each Party to this Agreement acknowledges that (i) one or more of Target and Sellers have retained Law Firm to act as their counsel in connection with the Transactions as well as other past and ongoing matters, (ii) except for Target, Sellers, Manager and Nominee, Law Firm has not acted as counsel for any other Person in connection with the Transactions, and (iii) no Person other than Target, Manager, Nominee and Sellers has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Buyer (A) waives and will not assert, and will cause each of its Subsidiaries to waive and not assert, any conflict of interest relating to Law Firm’s representation after the Closing of any Seller or Seller’s Affiliate in any matter involving the Transactions (including any litigation, arbitration, mediation, or other proceeding), and (B) consents to, and will cause each of its Subsidiaries to consent to, any such representation, even though, in each case, (1) the interests of such Seller and/or Seller’s Affiliate may be directly adverse to Buyer or any of its Subsidiaries, (2) Law Firm may have in the past represented Target or its Affiliates in a substantially related matter, or (3) Law Firm may be handling other ongoing matters for Buyer, Target, or any of their respective Subsidiaries or Affiliates.

Appears in 1 contract

Samples: Interest Purchase Agreement (Natural Resource Partners Lp)

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