Waiver of Conflict of Interest. The Company and each Member are not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, (i) Paladin (and not the Company or any Xxxxxxx Member) has been represented separately by King & Spalding LLP and (ii) the Xxxxxxx Members (and not the Company or Paladin) has been represented separately by White Xxxx Xxxxxx March Xxxxxxx & Weisenfels, a Professional Corporation. The attorneys, accountants and other experts who perform services for any Member may also perform services for the Company. To the extent that the foregoing representation constitutes a conflict of interest, the Company and each Member hereby expressly waive any such conflict of interest.
Waiver of Conflict of Interest. The parties acknowledge that, notwithstanding Employee's use of Employer's attorneys for personal legal matters unrelated to this Agreement, the Employer may continue to use the legal counsel of its choice in connection with the resolution of any disputes between the parties hereto without such representation constituting an improper or ethical conflict of interest.
Waiver of Conflict of Interest. EACH OF THE SHAREHOLDERS HAS BEEN REPRESENTED BY SEPARATE COUNSEL IN CONNECTION WITH THIS JOINT VENTURE AGREEMENT AND THE RELATED AGREEMENTS. SUCH COUNSEL HAS NOT REPRESENTED THE COMPANY TO DATE. THE LAWYERS, ACCOUNTANTS AND OTHER EXPERTS WHO HAVE PERFORMED SERVICES FOR THE SHAREHOLDERS IN THE PAST MAY PERFORM SERVICES FOR THE COMPANY AND MAY CONTINUE TO ALSO PERFORM SERVICES FOR THE SEPARATE SHAREHOLDERS IN THE FUTURE. TO THE EXTENT THAT SUCH DUAL REPRESENTATION CONSTITUTES A CONFLICT OF INTEREST, THE COMPANY AND EACH OF THE SHAREHOLDERS HEREBY EXPRESSLY WAIVE ANY SUCH CONFLICT OF INTEREST WITH RESPECT TO ANY SUCH DUAL REPRESENTATION RELATIVE TO THE NEGOTIATION, AUTHORSHIP AND EXECUTION OF THIS JOINT VENTURE AGREEMENT AND THE RELATED AGREEMENTS. (REMAINDER OF THIS PAGE INTENTIONALLY BLANK)
Waiver of Conflict of Interest. The Company is not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, JV Member and the Company (and not KBS) have been represented by Xxxxxxx Coie, LLC, Attention, Xxxxxx Xxxxx, and KBS (and not JV Member or the Company) has been represented by Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP, Attention, Xxxxx Xxxxxxxxx. To the extent that the foregoing representation constitutes a conflict of interest, the Company and each Member hereby expressly waive any such conflict of interest. Upon creation of the Company, the Company shall only be represented by counsel in accordance with Section 2.02(i) above.
Waiver of Conflict of Interest. 5.8.1 Where the circumstances of a conflict of interest are unlikely to have an impact on the interests of another Member or the Employer, the Xxxxxxx may, on behalf of the Employer, waive a conflict between the Employer’s interest and the Member who has the conflict of interest. When a conflict of interest has been waived under this Article, the conflict of interest is deemed to no longer exist.
Waiver of Conflict of Interest. 5.8.1 Where the circumstances of a conflict of interest are unlikely to have an impact on the interests of another Member or the University, the Xxxxxxx may, on behalf of the University, waive a conflict between the University’s interest and the Member who has the conflict of interest. When a conflict of interest has been waived under this Article, the conflict of interest is deemed to no longer exist.
Waiver of Conflict of Interest. Each Investor and the Company is aware that Witherspoon, Kelley, Xxxxxxxxx & Xxxxx, X.X. (“Xxxxxxxxxxx Xxxxxx”) may have previously performed and may continue to perform certain legal services for certain of the Investors in matters unrelated to Witherspoon Kelley's representation of the Company. In connection with its Investor representation, Xxxxxxxxxxx Xxxxxx may have obtained confidential information of such Investors that could be material to Witherspoon Kelley's representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Investor and the Company hereby acknowledges that the terms of this Agreement were negotiated between the Investors and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation or such possession of confidential information. Each Investor and the Company further represents that it has had the opportunity to be, or has been, represented by independent counsel in giving the waivers contained in this Section 7.5.
Waiver of Conflict of Interest. The Company and each Member are not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, (i) Paladin (and not the Company or Buckingham) has been represented separately by King & Spalding LLP and (ii) Buckingham (and not the Company or Paladin) has been represented separately by Ice Xxxxxx LLP. The attorneys, accountants and other experts who perform services for any Member may also perform services for the Company. To the extent that the foregoing representation constitutes a conflict of interest, the Company and each Member hereby expressly waive any such conflict of interest.
Waiver of Conflict of Interest. Parent and Merger Sub understand that the Company has been represented by Xxxxxxxx & Xxxxxxxx LLP as counsel to the Company, including in the preparation, negotiation and execution of this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, and that Xxxxxxxx & Xxxxxxxx LLP has not represented any director or employee of the Company or any Company Securityholder in the preparation, negotiation and execution of this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Parent, Merger Sub and the Company acknowledge and agree that Xxxxxxxx & Xxxxxxxx LLP may after the Closing represent one or more of the Shareholders’ Representative, the Effective Time Holders and/or their Affiliates in matters related to the transactions contemplated by this Agreement and the Escrow Agreement including the representation of such Persons or their Affiliates in matters related to post-Closing claims made by Parent, the Surviving Corporation and any other Indemnitees under the indemnification provisions in Article 9 and other claims that may arise out of or relate to this Agreement. Parent and the Company hereby acknowledge, on behalf of themselves and their Affiliates, that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and they hereby waive any conflict arising out of such future representation with respect to the matters contemplated by this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby. The parties hereto have caused this Agreement to be executed and delivered as of the date first set forth above. SEMTECH CORPORATION a Delaware corporation By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: President and Chief Executive Officer SIERRA MONOLITHICS, INC. a California corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and Chief Executive Officer By: /s/ Trevor Roots Name: Trevor Roots Title: Chief Financial Officer, Secretary and Senior Vice President, Finance SMI MERGER CORP. a California corporation By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary SHAREHOLDER REPRESENTATIVE SERVICES, LLC, Solely in its capacity as Shareholders’ Representative By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: ...
Waiver of Conflict of Interest. Each Investor and the Company is aware that Fenwick & West LLP (“F&W”), counsel to the Company, may have an investment in certain of the Investors or may have previously performed and may continue to perform certain legal services for certain of the Investors in matters unrelated to F&W’s representation of the Company. In connection with such Investor representation, F&W may have obtained confidential information of such Investors that -60- could be material to F&W’s representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Investor and the Company hereby acknowledges that the terms of this Agreement were negotiated between the Investors and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation or such possession of confidential information by F&W. Each Investor and the Company further represents that it has had the opportunity to be, or has been, represented by independent counsel in giving the waivers contained in this Section 10.15.
