Provision Regarding Legal Representation Sample Clauses

Provision Regarding Legal Representation. It is acknowledged by each party that Xxxxxx has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies or any of their respective Affiliates, on the one hand, and their counsel, including Skadden, on the other hand, that relate in any way to the Transactions shall be deemed attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwiths...
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Provision Regarding Legal Representation. Recognizing that DLA Piper LLP (US) (“Seller’s Counsel”) has acted as legal counsel to Seller Parent, Seller, the Company and their Affiliates prior to date hereof, and that Seller’s Counsel intends to act as legal counsel to Seller and its respective Affiliates (which will no longer include the Company) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause their Affiliates (including, after the Closing, the Company) to waive, any conflicts arising under such representation that may prevent Seller’s Counsel from representing Seller or any of its respective Affiliates after the Closing as such representation may relate to Buyer and the Company or the transactions contemplated hereby. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller, the Company and their respective Affiliates, on the one hand, and Seller’s Counsel, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Seller and their respective Affiliates (and not the Company). Accordingly, the Company shall not have access to any such communications or to the files of Seller’s Counsel relating to such engagement from and after the Closing, and no actions taken by Seller or any of its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its respective Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement in the negotiation, documentation and consummation of the transactions contemplated hereby, and the Company shall not be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only Seller and its respective Affiliates (and not the Company) shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Company by reason of any attorney-client relationship between Seller’s Counsel and the Company or otherwise. For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing contained in this Sec...
Sample 1
Provision Regarding Legal Representation. Recognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as advisor to the Company and its Subsidiaries prior to the Closing, Buyer hereby waives, on its own behalf, and agrees to cause the Surviving Company and its Subsidiaries to waive, effective as of the Closing, any conflicts that may arise in connection with Xxxxxx representing or advising the Representative and each Member and their respective Affiliates (individually and collectively, the “Member Group”), and any Management Committee member, director, member, partner, officer, employee or Affiliate of the Member Group after the Closing in connection with the matters covered by Section 3.7 or any indemnification claims pursuant to Article VIII.
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Provision Regarding Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and affiliates, that Squire, Sxxxxxx & Dxxxxxx L.L.P. (“Sxxxxx Xxxxxxx”) may serve as counsel to Sellers’ Representative and its affiliates (individually and collectively, the “Seller Parties”), on the one hand, and CAC and the other Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and that, following consummation of the Contemplated Transactions, Sxxxxx Xxxxxxx (or any of its successors) may serve as counsel to the Seller Parties and any director, member, partner, officer, employee or affiliate of the Seller Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Contemplated Transactions notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation.
Sample 1
Provision Regarding Legal Representation. (a) Post-Acquisition Use of Law Firms. Each Party, on behalf of its directors, members, partners, officers, employees and Affiliates, acknowledges that (i) (A) one or more of the Companies and their Subsidiaries and (B) Sellers and their Affiliates (individually and collectively, the Persons described in this clause (B), the “Seller Group”) have retained Ropes & Xxxx LLP and Xxxxxxx | Xxxxx | Xxxxxx LLP (collectively, the “Law Firms”) to act as their counsel in connection with the negotiation, preparation, execution, and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated by this Agreement, (ii) the Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, and (iii) no Person other than the Companies, their Subsidiaries and the Seller Group has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. The Purchaser, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, (1) waives and will not assert, and will cause each of its Subsidiaries (including, after Closing, the Companies and their Subsidiaries) to waive and not assert, any conflict of interest relating to the Law Firms’ representation after the Closing of any member of the Seller Group in any matter involving the transactions contemplated by this Agreement (including any litigation, arbitration, mediation, or other proceeding), and (2) consents to, and will cause each of its Subsidiaries (including, after Closing, the Companies and their Subsidiaries) to consent to, any such representation, even though in each case (x) the interests of such member of the Seller Group may be directly adverse to the Purchaser, the Companies and their Subsidiaries or (y) the Law Firms may have represented the Companies and their Subsidiaries in a substantially related matter.
Sample 1
Provision Regarding Legal Representation. (a) The Buyer hereby waives and shall not assert, and after the Closing, shall cause the Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of the Seller or any of its then Subsidiaries or any of their Representatives (any such Person, a “Designated Person”) in any matter involving this Agreement and the other Transaction Documents or the transactions contemplated hereby or thereby, including any Action between or among Buyer or any of its Affiliates (including, after the Closing, the Company), on the one hand, and any Designated Person, on the other hand, by any legal counsel currently representing the Company in connection {00194413.DOCX;12 }
Sample 1
Provision Regarding Legal Representation. (a) Each Party, on behalf of its directors, members, partners, officers, employees and Affiliates, acknowledges that (i) Seller and its Subsidiaries (individually and collectively, the “Seller Group”) have retained Wxxxxx Xxxxxxx to act as their counsel in connection with the negotiation, preparation, execution, and delivery of this Agreement and related agreements, and the consummation of the Transactions contemplated by this Agreement, (ii) Wxxxxx Xxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, and (iii) no Person other than the Seller Group has the status of a Wxxxxx Xxxxxxx client for conflict of interest or any other purpose as a result thereof. Buyer, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, (1) waives and will not assert, and will cause each of its Subsidiaries to waive and not assert, any conflict of interest relating to Wxxxxx Xxxxxxx’x representation after the Closing of any member of the Seller Group in any matter involving the Transactions contemplated by this Agreement (including any litigation, arbitration, mediation, or other proceeding), and (2) consents to, and will cause each of its Subsidiaries to consent to, any such representation, even though in each case (x) the interests of such member of the Seller Group may be directly adverse to Buyer or (y) Wxxxxx Xxxxxxx has represented Seller in a substantially related matter.
Sample 1
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Provision Regarding Legal Representation. (a) Recognizing that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) and Souza, Cescon, Barrieu & Xxxxxx Advogados (together with Xxxxxx Xxxxxxxx, the “Seller Legal Advisors”) have acted as legal counsel to the Sellers, the Company Group and their respective Affiliates prior to the Closing, and that the Seller Legal Advisors intend to act as legal counsel to the Sellers and their respective Affiliates (which will no longer include the Company Group) after the Closing, to the extent provided below, Buyer hereby waives (on its own behalf), and agrees to cause its Affiliates (including, after the Closing, the Company Group) to waive, any conflicts arising under such representation that may prevent any Seller Legal Advisor from representing the Sellers or any of their respective Affiliates after the Closing as such representation may relate to Buyer and the Company Group or the transactions contemplated hereby.
Sample 1
Provision Regarding Legal Representation. 26.3.1 It is acknowledged by each Party hereto that Xxxxxx has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions.
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Related to Provision Regarding Legal Representation

  • Provision Respecting Legal Representation It is acknowledged by Buyer that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.

  • 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 applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

  • Legal Representation of Agent In connection with the negotiation, drafting, and execution of this Agreement and the other Loan Documents, or in connection with future legal representation relating to loan administration, amendments, modifications, waivers, or enforcement of remedies, Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”) only has represented and only shall represent WFRF in its capacity as Agent and as a Lender. Each other Lender hereby acknowledges that Xxxxxxx does not represent it in connection with any such matters.

  • Legal Representation of Parties The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Legal Representation of the Parties 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 hereof.

  • No Additional Representations The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Purchaser to the Company in accordance with the terms hereof and thereof.

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of November 30, 2006 and unaudited balance sheets for Pubco dated as of August 31, 2007 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements:

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