Representation of Seller and its Affiliates Sample Clauses

Representation of Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, that, following the Closing, Xxxxxxx LLP may serve as counsel to Seller and the other Seller Related Parties in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxxx LLP of Seller prior to the Closing Date. Buyer hereby (a) waives any claim it has or may have that Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises after the Closing between Buyer and Seller or any Seller Related Party, Xxxxxxx LLP may represent Seller or any Seller Related Party in such dispute even though the interests of such Person(s) may be directly adverse to Buyer and even though Xxxxxxx LLP may have represented Seller in a matter substantially related to such dispute. Buyer represents to Seller that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxxxx LLP, and Buyer’s consent with respect to this waiver is fully informed. Buyer also further agrees that, as to all communications among Xxxxxxx LLP and Seller or Seller Related Parties and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer. In addition, if the Closing occurs, all of the client files and records in the possession of Xxxxxxx LLP related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Seller, and Buyer shall not retain any copies of such records or have any access to them.

AutoNDA by SimpleDocs

Representation of Seller and its Affiliates. The parties agree that the fact that Xxxxxxxx & Xxxxx LLP may have represented the Company and its Affiliates prior to Closing shall not prevent Xxxxxxxx & Xxxxx LLP from representing such Affiliates, or their respective equityholders, officers, or managers, in connection with any matters involving, including without limitation any disputes with, any of the parties to this Agreement after Closing. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of legal counsel representing the Company or its Subsidiary in connection with this transaction will survive Closing, will be vested solely with Seller and will remain in effect. * * * *

Related to Representation of Seller and its Affiliates

REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:
Further Representations Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.
Other Representations The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Closing Date.
Investigation; No Other Representations (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:
The Adviser’s Representations The Adviser represents, warrants and agrees that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:
Inspections; No Other Representations The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.