Representation of the Seller and its Affiliates Sample Clauses

Representation of the Seller and its Affiliates. Buyer agrees, on its own behalf and on behalf of Buyer Indemnitees, that, following the Closing, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may serve as counsel to Seller and its Affiliates in connection with any matters related to this Agreement or any Ancillary Agreement and the transactions contemplated hereby or thereby, 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. prior to the Closing Date of the Company or any Subsidiaries. Buyer and the Company (and the Company shall cause its Subsidiaries to) hereby (a) waive any claim they have or may have that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute in connection with any matters related to this Agreement or any Ancillary Agreement and the transaction contemplated hereby or thereby arises after the Closing between Buyer, the Company or any Subsidiary, on the one hand, and Seller and its Affiliates, on the other hand, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may represent Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer and/or the Company or any of its Subsidiaries. Buyer and the Company also further agree that, as to all communications among Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (or other counsel to the Seller or its Subsidiaries) and the Company, any Subsidiaries and Seller or its Affiliates 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 or the Company or any of its Subsidiaries. Buyer, the Company and/or any of their Affiliates shall not attempt to control or access, examine or use such privileged communications of Seller, including any electronic versions or copies of such communications. Notwithstanding the foregoing, (a) in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-cli...
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Representation of the Seller and its Affiliates. (i) The Purchaser agrees, on its own behalf and on behalf of the Purchaser Indemnified Parties, that, following the Effective Time, each of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC and Ropes & Xxxx LLP (each, a “Seller’s Counsel”) may serve as counsel to any Seller, the Stockholders’ Representative and their respective Affiliates in connection with any matters related to this Agreement, any other Transaction Agreements or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement, any other Transaction Agreements or the transactions contemplated hereby notwithstanding any representation by Seller’s Counsel of any Seller, the Company or any of their respective Affiliates.
Sample 1

Related to Representation of the Seller and its Affiliates

  • REPRESENTATIONS OF THE SUB-ADVISER AND VALIC The SUB-ADVISER represents, warrants, and agrees as follows:

  • Representations of the Subadviser The Subadviser represents, warrants, and agrees as follows:

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

  • Representations of the Seller and the Depositor The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.

  • Representations and Warranties of the Seller and the Company The Seller and the Company hereby make the following representations and warranties to the Purchasers:

  • Representation of the Company The Company hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Shares is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.

  • Representations of the Sellers In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Representations and Warranties of the Master Servicer and the Seller (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of Certificateholders that, as of the date of execution of this Agreement:

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