Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser or its affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser or its affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser or any stockholder, director or employee of the Company or Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 4 contracts

Samples: Share Purchase Agreement (Modsys International LTD), Share Purchase Agreement (Modsys International LTD), Collaboration and License Agreement (Five Prime Therapeutics Inc)

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Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “FinancingOffering”), including representation of Purchaser such Purchasers or its their affiliates in matters of a similar nature to the FinancingOffering. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing Offering solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the FinancingOffering, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the FinancingOffering.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (GTX Inc /De/)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser such Purchasers or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 3 contracts

Samples: Securities Purchase Agreement (ARYx Therapeutics, Inc.), Securities Purchase Agreement (Affymax Inc), Securities Purchase Agreement (Affymax Inc)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser such Purchasers or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 3 contracts

Samples: Note Purchase Agreement (Pulmonx Corp), Securities Purchase Agreement (Modsys International LTD), Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “FinancingOffering”), including representation of Purchaser such Purchasers or its their affiliates in matters of a similar nature to the FinancingOffering. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing Offering solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the FinancingOffering, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x Xxxxxx'x representation of the Company in the FinancingOffering.

Appears in 1 contract

Samples: Securities Purchase Agreement (Enphase Energy, Inc.)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser or its their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser or any stockholder, director or employee of the Company or Purchaser; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 1 contract

Samples: Unit Purchase Agreement (NovaBay Pharmaceuticals, Inc.)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Investors or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “FinancingOffering”), including representation of Purchaser such Investors or its their affiliates in matters of a similar nature to the FinancingOffering. The applicable rules of professional conduct require that Cooley inform the parties hereunder under this Agreement of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing Offering solely on behalf of the Company. The Company and Purchaser each Investor hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; , (b) acknowledge that with respect to the FinancingOffering, Cooley has represented solely the Company, and not Purchaser any Investor or any stockholder, director or employee of the Company or Purchaser; any Investor and (c) gives its informed consent to Xxxxxx’x representation of the Company in the FinancingOffering.

Appears in 1 contract

Samples: Securities Purchase Agreement (Isleworth Healthcare Acquisition Corp.)

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Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser the Foundation or its affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser the Foundation or its affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser the Foundation hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser the Foundation or any stockholder, director or employee of the Company or Purchaserthe Foundation; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Anacor Pharmaceuticals Inc)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Investors or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser such Investors or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser each Investor hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser any Investor or any stockholder, director or employee of the Company or Purchaserany Investor; and (c) gives its informed consent to Xxxxxx’x representation of the Company in the Financing.

Appears in 1 contract

Samples: Purchase Agreement (BioNano Genomics, Inc)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx Cxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser or its their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser or any stockholder, director or employee of the Company or Purchaser; and (c) gives its informed consent to Xxxxxx’x Cxxxxx’x representation of the Company in the Financing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (NovaBay Pharmaceuticals, Inc.)

Waiver of Conflicts. Each party to this Agreement acknowledges that Xxxxxx LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser one or its more Purchaser’s or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser such Purchasers or its their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Xxxxxx’x ●’s representation of the Company in the Financing.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement

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