Waiver of Conflicts; Attorney-Client Communications Sample Clauses

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have acted as legal counsel to the Shareholders (including the Shareholders’ Agent) and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions) and (ii) the Law Firms intend to act as legal counsel to the Shareholder Parties after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby (I) waives and shall not assert, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to waive and not assert, any conflict of interest relating to the Law Firms’ representation of any Shareholder Party after the Closing in any matter involving the contemplated Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates.
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Waiver of Conflicts; Attorney-Client Communications. (a) Recognizing that Xxxxxxx Xxxx & Xxxxxxxxx LLP (“Willkie”) has acted as legal counsel to the Group Companies, certain of the Company Equityholders, the Blocker Owners and their respective Affiliates prior to the Closing, and that the certain of the Company Equityholders, the Blocker Owners and their respective Affiliates intend to continue to engage Willkie to act as legal counsel to such Company Equityholders, Blocker Owners and their respective Affiliates after the Closing, the Buyer, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), consents to, waives, and will not assert, and agrees, after the Closing, to cause the Group Companies to consent to, waive, and to not assert any present, past or future actual or potential conflict of interest that may arise in connection with Willkie representing any or all of the Company Equityholders, the Blocker Owners or their respective Affiliates prior to or after the Closing with respect to prior representation, and the communication by Willkie to such Persons, in any such representation, of any fact known to Willkie, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with either of the Buyer or the Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.
Sample 1
Waiver of Conflicts; Attorney-Client Communications. (a) Recognizing that Blank Rome LLP has acted as legal counsel to the Seller and the Company Group, the Seller’s members and their respective Affiliates prior to the Closing, and that the Seller, the Seller’s members and their respective Affiliates intend to continue to engage Blank Rome LLP to act as legal counsel to the Seller, the Seller’s members and their respective Affiliates after the Closing, Purchaser consents to, waives, and will not assert, and agrees to cause the Company Group to consent to, waive, and to not assert any present, past or future actual or potential conflict of interest that may arise in connection with (i) Blank Rome LLP representing any or all of the Seller, the Seller’s members or any officer, employee, manager or director of the Company Group or their respective Affiliates prior to or after the Closing and (ii) the communication by Blank Rome LLP to such persons, in any such representation, of any fact known to Blank Rome LLP, including attorney-client communications, including with respect to clauses (i) and (ii) in connection with any negotiation, arbitration, mediation, litigation or other Action in any way related to a dispute with Purchaser or the Company Group or any other person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.
Sample 1
Waiver of Conflicts; Attorney-Client Communications. (a) Recognizing that Blank Rome LLP has acted as legal counsel to the Stockholders and the Acquired Companies, and that the Stockholders intend to continue to engage Blank Rome LLP to act as legal counsel to the Stockholders, Buyer consents to, waives, and will not assert, and agrees to cause the Acquired Companies to consent to, waive, and to not assert any present, past or future actual or potential conflict of interest that may arise in connection with (i) Blank Rome LLP representing any Stockholder or all of the Stockholders prior to or after the Closing in connection with this Agreement or the transactions contemplated hereby and (ii) the communication by Blank Rome LLP to such persons, in such representation in connection with this Agreement or the transactions contemplated hereby, of any fact known to Blank Rome LLP, including attorney-client communications, including with respect to clauses (i) and (ii) in connection with any negotiation, arbitration, mediation, litigation or other Action in any way related to a dispute with Buyer or its Affiliates (including the Acquired Companies following the Closing) following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.
Sample 1
Waiver of Conflicts; Attorney-Client Communications. (a) Recognizing that Blank Rome LLP has acted as legal counsel to the Sellers and the Company, and that the Sellers intend to continue to engage Blank Rome LLP to act as legal counsel to the Sellers, the Buyer Parties consents to, waives, and will not assert, and agrees to cause the Company to consent to, waive, and to not assert any present, past or future actual or potential conflict of interest that may arise in connection with (i) Blank Rome LLP representing any Seller or all of the Sellers prior to or after the Closing in connection with this Agreement or the transactions contemplated hereby and (ii) the communication by Blank Rome LLP to such persons, in such representation in connection with this Agreement or the transactions contemplated hereby, of any fact known to Blank Rome LLP, including attorney-client communications, including with respect to clauses (i) and (ii) in connection with any negotiation, arbitration, mediation, litigation or other Action in any way related to a dispute with Buyer or the Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.
Sample 1

Related to Waiver of Conflicts; Attorney-Client Communications

  • No Stop Orders, Requests for Information and No Amendments (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or are, to the knowledge of the Company, threatened by the Commission, (ii) no order suspending the qualification or registration of the Offered Securities under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representative and the Representative did not object thereto in good faith, and the Representative shall have received certificates, dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors and the Chief Financial Officer of the Company in their capacities as such, and not individually, (who may, as to proceedings threatened, certify to their knowledge), to the effect of clauses (i), (ii) and (iii).

  • Posting of Communications (a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

  • Preservation of Information; Communications to Securityholders (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

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