Representation of Sellers. Xxxxx understands and agrees that as part of Xxxxxxxxx’s real estate business, Brokerage, 123 from time to time, represents sellers, and is required to enter into representation agreements with those sellers and, as 124 such, may designate certain of its licensees as sellers’ representatives for the purpose of marketing and negotiating the 125 purchase of real estate listed with Brokerage or other real estate brokerage firms.
Representation of Sellers. Each of the Parties and Acadia hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C. may serve as counsel to each of the Sellers and their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and any of the Group Companies, 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 hereby, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C. (or any successor) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of the Seller Group, 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 representation or any continued representation of any of the Group Companies, and each of the Parties and Acadia hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties and Acadia further agrees to permit (and shall take reasonable steps requested by any Party at such requesting Party’s expense so that) any privilege attaching as a result of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C.’s services as counsel to any of the Group Companies in connection with the transaction contemplated by this Agreement to survive the Closing and to remain in effect; provided that such attorney-client privilege from and after the Closing will be controlled by the Sellers. In addition, if the transactions contemplated by this Agreement are consummated, all of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C.’s records, and any records of communications between Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C. and Sellers held by any of the Group Companies, related to such transaction will become property of (and be controlled by) the Sellers, and neither Buyer, Acadia or any of its Affiliates nor any of the Group Companies shall retain any copies of such records or have any access to them.
Representation of Sellers. 4.1 Sellers own the Purchase Shares and Options they are conveying pursuant to this Agreement, beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon payment for the Purchase Shares and Options as provided in this Agreement, the Buyer will acquire good and valid title to the Purchase Shares and Options, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares and Options are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Sellers have full right and authority to transfer such Purchase Shares and Options pursuant to the terms of this Agreement. "Affiliate" shall mean with respect to any given person or entity, any other person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person or entity. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
Representation of Sellers. Each Seller hereby represents and warrants to Republic that his or her shares are duly owned by the Seller are now, and at the Closing will be, free and clear of any and all liens, security interests or encumbrances of any kind or nature and that the Shares may be sold and transferred to Republic without restriction.
Representation of Sellers. Each Seller hereby represents and warrants to the Purchaser that, as of the Amendment Effective Date and each Purchase Date thereafter:
(a) policies and procedures have been implemented and maintained by such Seller or on its behalf that are designed to achieve compliance by it and its Subsidiaries, directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions, and each Seller, its Subsidiaries and their respective officers and employees and, to the best knowledge of such Seller, its Affiliates, officers, employees, and directors acting in any capacity in connection with or directly benefiting from the purchase facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects;
(b) no Seller nor any of its Subsidiaries or, to the knowledge of such Seller, any of its Affiliates, directors, officers, or employees, that will act in any capacity in connection with or directly benefit from the purchase facility established hereby, is a Sanctioned Person; and
(c) no Seller nor any of its Subsidiaries is organized or resident in a Sanctioned Country.
Representation of Sellers. Each of the Sellers hereby appoints Mr. Edemar Segatt as its attorney-in-fact with full powers to receive any notice given in accordance with this Agreement and to represent the Sellers with respect to any acts to be taken under this Agreement, including, without limitation, designation of bank accounts under Section 2.5, acceptance of auditors under Section 7.5, and others, and to take any decisions required under this Agreement on behalf of the Sellers, and the Sellers hereby expressly authorize the Buyer to rely on any communication or notice received from him as a communication or notice sent by the Sellers.
Representation of Sellers. Each of the parties hereto hereby agrees, on its own behalf and on behalf of its directors, members, managers, partners, shareholders, officers, employees and Affiliates, that K&L Gates LLP may serve as counsel to Sellers, 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 hereby, K&L Gates LLP (or any of their respective successors) may serve as counsel to Sellers in connection with any matter, litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such 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.
Representation of Sellers. Parent agrees, on its own behalf and on behalf of the Parent Indemnified Parties, that, following the Closing, Xxxxx Xxxxx LLP may serve as counsel to Sellers, the Seller representative specified in Section 10.1, and their respective Affiliates, in connection with any and all matters whether or not related to 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 Xxxxx Xxxxx LLP of the Company prior to the Closing Date. Parent (on behalf of itself and its Affiliates) and the Company hereby (a) waive any claim they have or may have that Xxxxx Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Parent, any Affiliate of Parent or the Company, and Sellers, the Seller representative or any of their Affiliates, Xxxxx Xxxxx LLP may represent Sellers, the Seller representative or any of their Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent, its Affiliates or the Company, and even though Xxxxx Xxxxx LLP may have represented the Company in a matter substantially related to such dispute. Parent (on behalf of itself and its Affiliates) and the Company also further agree that, as to all communications among Xxxxx Xxxxx LLP and the Company, Sellers and the Seller representative, or Sellers’ Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement or any litigation or disputes among the parties to this Agreement existing prior to the Closing Date, the attorney-client privilege and the expectation of client confidence belongs to Sellers and the Seller representative and may be controlled by Sellers and the Seller representative and shall not pass to or be claimed by Parent, its Affiliates or the Company. Notwithstanding anything in this Section 10.17 to the contrary, in the event that a dispute arises between Parent or any Affiliate of Parent, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Xxxxx LLP to such third party; provided, that the Company may not waive such privilege without the prior writte...
Representation of Sellers. The parties agree that the fact that Xxxxxx, Halter & Xxxxxxxx LLP (“CHG”) may have represented the Xxxxxxx’x Companies and its Affiliates prior to Closing shall not prevent CHG from representing Sellers, their Affiliates, or their respective equity holders, officers, or managers in connection with any matters involving, including without limitation any disputes with, any of the parties after Closing.
Representation of Sellers. There is hereby added to the MIPA a new Section 13.15 which shall read in its entirety as follows:
