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.
(b) Each of Parent and Company hereby acknowledges, on behalf of itself and its Affiliates, that any attorney-client privilege, attorney work-product protection and expectation of client confidence attaching as a result of the Firm’s representation of the Acquired Companies solely in connection with the transactions contemplated by this Agreement, and all information and docume...
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. 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 Seller and its Affiliates 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 and its Affiliates 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 as a result of such previous representation in connection with Xxxx, Xxxxx representing the Seller and its Affiliates after the Closing.
Waiver of Conflicts Regarding Representation. Recognizing that Hunton & Xxxxxxxx LLP has acted as legal counsel to Parent and its Affiliates, and may be deemed to have acted from time to time as legal counsel to the Bank and its Subsidiaries prior to the Closing, and that Hunton & Xxxxxxxx LLP intends to act as legal counsel to Parent and certain of its Affiliates after the Closing, Purchaser, the Bank and its Subsidiaries hereby waive any conflicts that may arise in connection with Hunton & Xxxxxxxx LLP representing Parent and its Affiliates after the Closing in connection with matters arising out of this Agreement, including any disputes between any of the parties hereto that may arise after the Closing. The foregoing waiver of conflict is not intended to be, and shall not be deemed to be, a waiver of any legal privilege or work product protection by the Bank or any of its Subsidiaries.
Waiver of Conflicts Regarding Representation. Non-Assertion of Attorney-Client Privilege 97 Section 11.13. Company Disclosure Schedule 98 Section 11.14. Specific Performance 98 Exhibit A Form of Closing Cash Amount Limited Guaranty Exhibit B Sample Closing Working Capital Calculation Exhibit C Form of Escrow Agreement Exhibit D Form of Letter of Transmittal Exhibit E Form of Written Consent Exhibit F Form of Certificate of Merger AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 13, 2014 among Symbion Holdings Corporation, a Delaware corporation (the “Company”), Surgery Center Holdings Inc., a Delaware corporation (“Buyer”), SCH Acquisition Corp., a Delaware corporation (“Merger Sub”) and, solely in its capacity as representative of the Holders (as defined below) pursuant to Section 9.11 hereof, Crestview Symbion Holdings, L.L.C., a Delaware limited liability company (the “Stockholders’ Representative,” and together with the Company, Buyer and Merger Sub, the “Parties”).
Waiver of Conflicts Regarding Representation. As of the Effective Time, Buyer hereby waives and agrees not to assert, and Buyer agrees to cause the Surviving Corporation and each of future subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to any representation after the Closing (any “Post-Closing Representation”) of the Shareholders’ Representative, any Company Holders, any of their respective Affiliates or any officer, employee or director of the Shareholders’ Representative, any Company Holders or the Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any agreement, certificate, instrument or other document executed or delivered pursuant to this Agreement or any transaction contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding and including any matter regarding the negotiation, execution, performance or enforceability hereof or thereof) by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in respect of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP’s representation of the Company prior to the Closing in connection with this Agreement (the “Current Representation”).
Waiver of Conflicts Regarding Representation. Recognizing that Xxxxxx Xxxx & Xxxxxx, LLP has acted as legal counsel to the Seller, the Company and the Company Subsidiaries prior to the Closing, and that Xxxxxx Xxxx & Xxxxxx, LLP intends to act as legal counsel to the Seller after the Closing, the Purchaser shall cause the Company and each Company Subsidiary to waive any conflicts that may arise in connection with Xxxxxx Xxxx & Xxxxxx, LLP representing the Seller after the Closing.
Waiver of Conflicts Regarding Representation. Acquiror acknowledges, on behalf of itself and its Affiliates, that Xxxxx Day has represented, is representing and will continue to represent Seller and its Affiliates in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, and that Xxxxx Day will only represent the interests of Seller and its Affiliates in connection with such transactions. Acquiror hereby waives, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Entities), any conflict of interest that it or they may assert against Xxxxx Day in connection with such representation and agrees not to challenge Xxxxx Day’s representation of Seller or its Affiliates with respect to such transactions or to assert that a conflict of interest exists with respect to such representation. Without limiting the generality of the foregoing, Acquiror agrees, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Entities), that Xxxxx Day may represent Seller in any litigation, arbitration, mediation or other Action against or involving Acquiror or any of its Affiliates, arising out of or in connection with such transactions.
