Common use of Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will not assert, and agrees to cause the Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any shareholder, officer, employee or director of Seller or the Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, the Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company in connection with this Agreement or any other agreements or transactions contemplated thereby (whether or not such legal counsel also represented Seller) (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer, its Affiliates, the Company.

Appears in 1 contract

Samples: Purchase Agreement (Crestwood Equity Partners LP)

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Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives The Purchaser Parties waive and will not assert, and agrees to cause the Company their Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any of its Affiliates, or any shareholder, officer, employee or director of Seller or the Company any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement Agreement, the other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including by any litigation or other dispute proceeding between or among Buyer or its Affiliates, the Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company any Designated Person in connection with this Agreement Agreement, the other Transaction Documents or any other agreements or transactions contemplated thereby hereby or thereby, including Wachtxxx, Xxxton, Rosen & Xxtz (whether or not xxx such legal counsel also represented Seller) (representation, the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer, its Affiliates, the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Post Holdings, Inc.)

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will not assert, and agrees to cause the Company Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any shareholder, officer, employee or director of Seller or the any Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, the Company Companies and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company Companies in connection with this Agreement or any other agreements or transactions contemplated thereby (whether or not such legal counsel also represented Seller) (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer, its Affiliates, Affiliates or the CompanyCompanies.

Appears in 1 contract

Samples: Stock Purchase Agreement (US Foods Holding Corp.)

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will not assert, and agrees to cause the Company Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller the Sellers, or any shareholder, officer, employee or director of any Seller or the Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, the any Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other as legal counsel currently representing to the Company Sellers in connection with this Agreement or any other agreements or transactions contemplated thereby (whether or not such legal counsel also represented Seller) (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer, Buyer or its Affiliates, the Affiliates or any Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (McCormick & Co Inc)

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Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will not assert, and agrees to cause the Company Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller Seller, or any shareholder, officer, employee or director of Seller or the any Company (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, the any Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the any Company in connection with this Agreement or any other agreements or transactions contemplated thereby (whether or not such legal counsel also represented Seller) (the “Current Representation”)) as a result of representing the Company prior to Closing, even though the interests of such Designated Person may be directly adverse to Buyer, Buyer or its Affiliates, the Affiliates or any Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Masco Corp /De/)

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