Waiver of Conflicts Regarding Representation. (a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Acquired Companies and the Company Holders are clients of Xxxxxx LLP (“Firm”). After the Closing, it is possible that Firm will represent the Company Holders and/or the Stockholder Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Company Holders. Parent, the Surviving Corporation, and the Acquired Companies hereby agree that Firm (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement and any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the Closing between Parent (and/or Company) and Stockholder Representative, even though the interests of Stockholder Representative may be directly adverse to Parent or the Acquired Companies, and even though the Firm may have represented the Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Companies. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, Representative, or Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection.
Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsi...
Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) has acted as counsel for the Stockholders, the Target (prior to and including the Effective Time) and the Stockholders’ Agent (collectively, the “Target Parties”) in connection with this Agreement and the transactions contemplated hereby (the “Engagement”) and, in that connection, not as counsel for any other person, including, without limitation, Acquiror or any of its Affiliates (including the Surviving Corporation). Only the Target Parties shall be considered clients of WSGR in the Engagement. If the Stockholders’ Agent so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Stockholders or the Stockholders’ Agent after the Closing in connection with any matter related to the matters contemplated by this Agreement, any agreement ancillary thereto or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Stockholders or the Stockholders’ Agent, in any of the foregoing cases including, without limitation, in any dispute, litigation or other adversary proceeding against, with or involving Acquiror, the Surviving Corporation or any of their agents or Affiliates.
Waiver of Conflicts Regarding Representation. Recognizing that Xxxxx & Xxxxxxxxx LLP (“Xxxxx & Xxxxxxxxx”) has acted as legal counsel to the Seller and the Company prior to the Closing, and that Xxxxx and Xxxxxxxxx intends to act as counsel to the Seller after the Closing, the Company hereby waives, on its own behalf any conflicts that may arise in connection with Xxxxx & Xxxxxxxxx representing the Seller after the Closing.
Waiver of Conflicts Regarding Representation. Buyer waives and will not assert, and agrees to cause the Acquired Companies to waive and to not assert, any conflict of interest arising out of or relating to any representation, after the Closing, of Seller or any Affiliate of Seller, or any of their respective officers, employees, directors or managers, in any matter involving this Agreement or any other agreements or transactions contemplated hereby or thereby (including any litigation or other proceeding), by any legal counsel that has represented any such Party prior to the Closing.
Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”) has acted as legal counsel to the Seller, and may be deemed to have acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that Xxxx, Xxxxx intends to act as legal counsel to the Seller after the Closing, the Company hereby waives, on its own behalf and agrees to cause the Company Subsidiaries to waive, any conflicts that may arise in connection with Xxxx, Xxxxx representing the Seller after the Closing.
Waiver of Conflicts Regarding Representation. (a) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx (“WSGR”) has acted as counsel for the Seller in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Purchaser or any of its Affiliates. Only the Seller shall be considered the client of WSGR in the Acquisition Engagement. If the Seller so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Seller’s securityholders after the Closing in connection with any matter related to the matters contemplated by this Agreement or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Seller’s securityholders, in any of the foregoing cases including, without limitation, in any dispute, litigation or other adversary proceeding against, with or involving Purchaser, the Company or any of their agents or Affiliates.
Waiver of Conflicts Regarding Representation. (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) has acted as counsel for the Company Securityholders, the Company and the Securityholder Representative Committee (collectively, the “Company Parties”) in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including Parent or any of its Affiliates (including the Surviving Corporation). Only the Company Parties shall be considered clients of WSGR in the Acquisition Engagement. If the Securityholder Representative Committee so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties after the Closing in connection with any matter related to the matters contemplated by this Agreement or any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties, in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving Parent, the Surviving Corporation or any of their agents or Affiliates.
Waiver of Conflicts Regarding Representation. Recognizing that Holland & Knight LLP has acted as legal counsel to the Company and its Subsidiaries and certain of their respective Affiliates prior to date hereof, and that Holland & Knight LLP intends to act as legal counsel to the Company and its Affiliates after the Closing, the Buyer hereby waives, on its own behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Holland & Knight representing the Company or its Affiliates after the Closing as such representation may relate to the Buyer or the transactions contemplated hereby. (Signature Page Follows)
Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Company has been represented by Xxxxxx LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after the Closing, Xxxxxx LLP may represent the Securityholders’ Representative, the Company Securityholders or their affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated by this Agreement. The Company, Parent and Merger Sub hereby agree that Firm may represent the Seller Group in the future in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, 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. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection.
