Common use of Provision Respecting Legal Representation Clause in Contracts

Provision Respecting 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 Xxxx Xxxxxxxx LLP may serve as counsel to Seller, on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated by the Transaction Documents, Xxxx Xxxxxxxx LLP (or any successor) may serve as counsel to Seller or any director, member, partner, officer, employee or any Affiliate of Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc)

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Provision Respecting Legal Representation. Each of the Parties party to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees Affiliates and Affiliatesrepresentatives, that Xxxx Debevoise & Xxxxxxxx LLP may serve as counsel to the Seller, on the one hand, and the CompanyBusiness and the Transferred Entity, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, and that, following consummation of the transactions contemplated by the Transaction Documentssuch transactions, Xxxx Debevoise & Xxxxxxxx LLP (or any successor) may serve as counsel to the Seller or any director, member, partner, officer, employee Affiliate or any Affiliate representative of the Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, the other Transaction Documents or the such transactions contemplated by this Agreement notwithstanding such prior representation of the Company Business or the Transferred Entity and each of the Parties hereto hereby party to this Agreement consents thereto and waives any conflict of interest arising therefrom, and each of such parties party to this Agreement shall cause any Affiliate thereof its Affiliates and representatives to consent to waive any conflict of interest arising from such representation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pitney Bowes Inc /De/)

Provision Respecting Legal Representation. Each of the Parties parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and AffiliatesRepresentatives, that Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP may serve as counsel to SellerSeller and its Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the CompanyCompany or its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement Agreement, the Transaction Documents and the consummation of the transactions contemplated herebyhereby or thereby, and that, following consummation of the transactions contemplated by the Transaction Documentssuch transactions, Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or any Affiliate Representative of Sellerthe Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, the Transaction Documents or the transactions contemplated by this Agreement hereby or thereby notwithstanding such prior representation of the Company or its Subsidiaries and each of the Parties 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.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Molina Healthcare Inc)

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Provision Respecting Legal Representation. Each of the Parties parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxx Xxxxxxxx & Xxxxx LLP may serve as counsel to Sellerthe Sellers, on the one hand, and the CompanyCompany and its Subsidiary, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated by the Transaction Documentshereby, Xxxx Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to Seller the Sellers or any director, member, partner, officer, employee or any Affiliate of Sellerthe Sellers, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company and its Subsidiary and each of the Parties 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Idex Corp /De/)

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