Post-Closing Representation Sample Clauses

Post-Closing Representation. The parties hereto acknowledge and agree that Xxxxxxx LLP has acted as special counsel to the Company in connection with the transactions contemplated hereby. The Buyer, on its and the Company’s behalf, expressly and knowingly consents to Xxxxxxx LLP representing the Sellers in any matter after the Closing that is or may be adverse to the Buyer or the Company, including any matter arising out of this Agreement or any ancillary agreement. This consent constitutes an advance waiver of any conflict of interest claim against Xxxxxxx LLP as a result of such firm representing the Company in connection with the transactions contemplated hereby. In addition, the Buyer, on behalf of itself and the Company, expressly and knowingly (a) acknowledges and agrees that all communications between Xxxxxxx LLP and the officers, directors, stockholders and employees of the Company in connection with the transactions contemplated hereby are subject to the sole and absolute control of the Sellers, (b) waives any and all rights to obtain or otherwise control the disclosure of such communications and (c) covenants and agrees not to assert any rights whatsoever with respect to such communications. The parties further agree that notwithstanding any Law to the contrary, all confidential communications between Xxxxxxx LLP and the Company, or its respective equity holders, officers, directors or managers that occurred in the context of Xxxxxxx LLP’s representation of the Company prior to the Closing relating to transactions contemplated by this Agreement will, at the discretion of the Sellers, remain privileged after the Closing and such privilege shall belong to the Sellers and not the Company.
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Post-Closing Representation. The parties hereto acknowledge and agree that (a) the Acquiror, on the behalf of itself and the Surviving Company, hereby consents to representation by Xxxxx Xxxxxx Xxxxxxxx LLP of any of the Members, or any of their Affiliates, heirs, successor or assigns in any matter, before or after the Closing, that is or may be adverse to the Acquiror or the Surviving Company, including any matter arising out of this Agreement, and (b) the attorney-client privilege between Xxxxx Xxxxxx Xxxxxxxx LLP and the Company with respect to communications with respect to this Agreement and the transactions contemplated hereby prior to and through the Closing Date shall belong to the Members after the Closing Date and not to the Surviving Company.
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Post-Closing Representation. If any Decoy Stockholder so desires, and without the need for any consent or waiver by any Intec Entity or the Surviving Corporation, any Decoy Counsel shall be permitted to represent any Decoy Stockholder after the Closing in connection with any matter, including anything related to the Transactions or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, any Decoy Counsel shall be permitted to represent any Decoy Stockholder, any of such Decoy Stockholder’s agents and Affiliates, or any one or more of them, in connection with any matter whatsoever, including any negotiation, transaction or dispute (“dispute” includes litigation, arbitration, administrative proceeding, mediation, negotiation or other adversary proceeding) with any Intec Entity or the Surviving Corporation or any of their agents or Affiliates under or relating to this Agreement, any Transaction, and any related matter (such as disputes involving employment agreements entered into in connection with this Agreement), whether or not such matter is related to the Decoy Merger Engagement.
Sample 1
Post-Closing Representation. If any Company Stockholder so desires, and without the need for any consent or waiver by the Company or Parent, SMRH shall be permitted to represent such Company Stockholder after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, SMRH shall be permitted to represent any Company Stockholder in connection with any matter whatsoever, including any negotiation, transaction or dispute (“dispute” includes litigation, arbitration, administrative proceeding, mediation, negotiation or other adversary proceeding) with Parent, the Company or any of their agents or Affiliates under or relating to this Agreement, any Ancillary Document, any of the Contemplated Transactions and any related matter (such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement) to the extent otherwise permitted by applicable ethical rules, whether or not such matter is specifically related to the Acquisition Engagement.
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Post-Closing Representation. The parties acknowledge and agree that DLA Piper LLP (US) (the “Company Representatives”) has acted as counsel to the Company in connection with the Transaction. Purchaser, and the Surviving Corporation following the Closing, expressly and knowingly consents to the Company Representatives representing any or all of the Equityholders or Agent in any matter after the Closing arising out of this Agreement or any of the other Transaction Agreements that is or may be adverse to Purchaser or the Surviving Corporation. This consent constitutes an advance waiver of any conflict of interest claim against the Company Representatives arising out of the Transaction Agreements or any of the other as a result of such firm representing the Company, and the Surviving Corporation following the Closing, further agree that, as to all communications among the Company Representatives, the Company, Agent and any Equityholder that relate to the negotiation of this Agreement and the attorney-client privilege related thereto may be controlled by Agent and shall not pass to or be claimed by Purchaser or any of its Affiliates (including the Surviving Corporation following the Closing); provided that, in the event that a dispute arises between Purchaser or Surviving Corporation, on the one hand, and a third party, on the other hand, Purchaser and/or the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by the Company Representatives to such third party.
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Post-Closing Representation. The parties hereto agree that the fact that XxXxxxx North Xxxxxx & Xxxxx, PC LLO may have represented the Companies and/or the Selling Stockholders prior to Closing shall not prevent XxXxxxx North Xxxxxx & Xxxxx, PC LLO from representing the Stockholder Representative or any of the Selling Stockholders in connection with any matters involving, including any disputes with, any of the parties after Closing.
Sample 1
Post-Closing Representation. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) has been engaged by the Company to represent it in connection with this Agreement, any other related agreement or document, or any of the transactions contemplated hereby or thereby (the “Current Representation”). If the Stockholders’ Representative so desires, acting on behalf of the Stockholders and without the need for any consent or waiver by the Company, Parent, Merger Sub, the Surviving Corporation or any other Person, Skadden shall be permitted to represent the Stockholders (or any of them) after the Closing in connection with any matter, including any matter related to this Agreement, any other Transaction Agreement, the transactions contemplated hereby or thereby, or any disagreement or dispute relating thereto (the “Post-Closing Representation”). Without limiting the generality of the foregoing, after the Closing, Skadden shall be permitted to represent the Stockholders, any holder of Company Options or Phantom Stock Awards, or any of their respective agents and Affiliates (any such Person, a “Designated Person”), or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Parent, the Surviving Corporation, or any of their agents or Affiliates under or relating to this Agreement, any other Transaction Agreement, and any related matter, such as claims or disputes arising under any Transaction Agreement, including with respect to any indemnification claims hereunder or any claims arising out of alleged Fraud or other similar matters.
Sample 1
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Post-Closing Representation. Each of the Purchaser and its Subsidiaries (including any Subsidiaries after the Closing, including the Companies and their Affiliates), on its own behalf and on behalf of its directors, governors, members, shareholders, partners, managers, officers, employees and Affiliates (collectively, the “Purchaser Group”), hereby consents to XxXxxxx North Xxxxxx & Xxxxx, PC LLO (“XxXxxxx North”) representing Seller, the Seller’s Shareholders and any of their respective directors, governors, members, shareholders, partners, managers, officers, employees or Affiliates, or any of them (collectively, the “Seller Group”), after Closing in connection with this Agreement, any Ancillary Document, the transactions contemplated herein or any related proceeding, and hereby waives to the extent permitted by Legal Requirements any conflicts of interest that may arise in connection with such representation, including any conflict of interest based on the fact that XxXxxxx North may have represented any member of the Seller Group prior to Closing or in connection with this Agreement, any Ancillary Document, the transactions contemplated herein or any related Proceeding and any conflict of interest based on services XxXxxxx North provides to any of the Seller Group after Closing.
Sample 1

Related to Post-Closing Representation

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Company Representation Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

  • Deemed Representations Each Notice of Borrowing hereunder and acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty that the statements contained in Section 4.2(a) are true and correct both on the date of such notice and, unless any Borrower otherwise notifies the Bank prior to such Borrowing, as of the date of such Borrowing.

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