Waiver of Conflicts (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP and the Company, the Company Equity Holders or the Company Equity Holders’ Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Company Equity Holders and may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Securityholder Representative.
(b) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Ellenoff Xxxxxxxx & Schole LLP may serve as counsel to the Parent Sponsor and its Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Ellenoff Xxxxxxxx & Schole LLP prior to the Closing Date of Parent. The Parties hereby (i) waive any claim they have or may have that Ellenoff Xxxxxxxx & Schole LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and Parent Sponsor or any of its Affiliates, on the other hand, Ellenoff Xxxxxxxx & Schole LLP may represent the Parent Sponsor or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Ellenoff Xxxxxxxx & Schole LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Ellenoff Xxxxxxxx & Schole LLP and Parent, the Parent Sponsor or the Parent Sponsor’s Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Parent Sponsor and may be controlled by the Parent Sponsor and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Pubco may assert the attorney-client privilege to prevent disclosure of confidential communications by Ellenoff Xxxxxxxx & Schole LLP to such third party; provided, however, that the Surviving Pubco may not waive such privilege without the prior written consent of the Parent Sponsor.
Survival of Perfection Representations Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed.
Waiver of Conflict Recognizing that Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Pinsent Masons (“Pinsent Masons”, and together with Xxxxxx Xxxxxxx, the “Law Firms”) have acted as legal counsel to the Company and the Subsidiary prior to the Closing Date in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (the “Current Representation”), and that Law Firms may act as legal counsel to Sellers and their Affiliates after the Closing Date in connection with the Current Representation, each of the Company, Subsidiary and Buyer hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise directly as a result of Law Firms representing any of the Sellers or their Affiliates after the Closing Date to the extent connected with the Current Representation. In addition, all communications involving attorney-client communications between or among the Company, Subsidiary, the Sellers, or any of their respective Affiliates and the Law Firms, solely to the extent that such communications (a) would be considered attorney-client confidences under applicable Law and (b) (i) solely relate to the Current Representation or (ii) solely relate to Sellers (the “Privileged Communications”) shall be deemed to be attorney-client confidences of Sellers (and not Buyer). Accordingly, the Privileged Communications shall remain privileged after the Closing Date and the Company, Subsidiary or Buyer shall not use any such Privileged Communications or demand access to the files of the Law Firms related to the Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing Date, (i) Sellers (and not the Company, Subsidiary or Buyer) shall be the sole holder of the attorney-client privilege with respect to the Privileged Communications, and the Company or Subsidiary shall not be a holder thereof, (ii) to the extent that files of the Law Firms in respect of Privileged Communications constitute property of the client, only Sellers (and not the Company, Subsidiary or Buyer) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such Privileged Communications or such files thereof to the Company, Subsidiary or Buyer by reason of any attorney-client relationship between the Law Firms and the Company, Subsidiary or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, or the Subsidiary and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing Date, the Company or Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by the Law Firms to such third party; provided, however, that neither the Company nor the Subsidiary may waive such privilege without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). The Parties hereto agree that, other than the Privileged Communications, as to all other pre-Closing communications between the Law Firms, on the one hand, and the Company, Subsidiary or any of its Affiliates, on the other hand, including such communications that relate to the prior and ongoing business of the Company or Subsidiary, the attorney-client privilege and all other rights to any evidentiary privilege shall continue to belong to the Company or Subsidiary and may be controlled by the Company or the Subsidiary and shall not pass to or be claimed by Sellers or their Affiliates. Buyer shall not knowingly disclose any Privileged Communications to any third party following the Closing Date, unless compelled to disclose such Privileged Communications by judicial or administrative process or by other applicable Law. Buyer shall, to the extent permitted by applicable Law, promptly upon receipt by Buyer of any subpoena, discovery or other request from a third party that, to Buyer’s knowledge, calls for the production or disclosure of any Privileged Communications, promptly notify the Sellers of the existence of such subpoena, discovery or other request so that Sellers may assert, at the Sellers’ sole cost, any rights it may have to prevent the production or disclosure of such Privileged Communications.
Limitations on Re-Disclosure The Provider shall not re-disclose Student Data to any other party or affiliate without the express written permission of the LEA or pursuant to court order, unless such disclosure is otherwise permitted under SOPPA, ISSRA, FERPA, and MHDDCA. Provider will not sell or rent Student Data. In the event another party, including law enforcement or a government entity, contacts the Provider with a request or subpoena for Student Data in the possession of the Provider, the Provider shall redirect the other party to seek the data directly from the LEA. In the event the Provider is compelled to produce Student Data to another party in compliance with a court order, Provider shall notify the LEA at least five (5) school days in advance of the court ordered disclosure and, upon request, provide the LEA with a copy of the court order requiring such disclosure.
Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.
Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.
Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.
SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.
Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.
Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.
