Waiver; Privilege Sample Clauses

Waiver; Privilege. The Partnership has initially selected Xxxxxx & Bird LLP (“Partnership Counsel”) as legal counsel to the Partnership. Partnership Counsel may also be counsel to the General Partner, the CTT Partner or the Asset Manager, and one or more of their respective Affiliates may be represented by the same counsel. The attorneys, accountants and other experts who perform services for the Partnership may also perform services for the General Partner, the CTT Partner, the Asset Manager and any of their respective Affiliates. The General Partner may, without the consent of any other Partner, execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership, the General Partner, the CTT Partner, the Asset Manager and any of their respective Affiliates that Partnership Counsel may request pursuant to applicable rules of ethics or professional conduct or similar rules in any applicable jurisdiction (“Rules”). Each Preferred Partner acknowledges that Partnership Counsel does not represent any Preferred Partner with respect to the Partnership in the absence of a clear and explicit agreement to such effect between the Preferred Partner and Partnership Counsel (and in any case only to the extent specifically set forth in that agreement), and that in the absence of any such agreement Partnership Counsel shall owe no duties to a Preferred Partner with respect to the Partnership, whether or not Partnership Counsel has in the past represented or is currently representing such Preferred Partner with respect to other matters. In the event any dispute or controversy arises between any Preferred Partner and the Partnership, or between any Preferred Partner or the Partnership, on the one hand, and the General Partner (or any of its Affiliates that Partnership Counsel represents), on the other hand, then each Preferred Partner agrees that Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliates), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Preferred Partner hereby consents to such representation. Each Preferred Partner further acknowledges that, whether or not Partnership Counsel has in the past represented such Preferred Partner with respect to other matters, Partnership Counsel has not represented the interests of any Preferred Partner in the preparation and negotiation of this Agreement. In addition, Partnership Counsel does not undertake to monitor the c...
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Waiver; Privilege. (a) Acquiror and the Company Group, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (i) the Company Stockholders or holders of other Equity Securities of the Company and any of their respective directors, members, partners, officers, employees or affiliates (other than the Surviving Entity) (collectively, the “Company Related Group”), on the one hand, and (ii) the Surviving Entity or any member of the Company Related Group, on the other hand, any legal counsel, including Xxxxxx LLP (“Cooley”), that represented the Company prior to the Closing may represent any member of the Company Related Group in such dispute even though the interests of such persons may be directly adverse to the Surviving Entity, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Entity. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Entity) further agree that, as to all legally privileged communications prior to the Closing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreements, the Transactions or the transactions contemplated by the Transaction Agreements between or among the Company or any member of the Company Related Group, on the one hand, and Cooley, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Company Related Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Entity. (b) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (i) the Sponsor, the Acquiror Stockholders or holders of other Equity Securities of Acquiror or the Sponsor or any of their respective directors, members, partners, officers, employees or affiliates (other than the Surviving Entity) (collectively, the “Acquiror Related Group”), on the one hand, and (ii)...
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Waiver; Privilege 
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Related to Waiver; Privilege

  • Modifications to this Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

  • Amendment to this Agreement No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

  • PARTIES TO THIS AGREEMENT This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

  • Waiver; Modification Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • Waiver; Remedies No failure on the part of Purchaser to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver, nor shall any single or partial exercise of any right under this Guaranty preclude any other or further exercise of any other right. The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law or equity. In the event that Merchant fails to perform any obligation under the Agreement, Purchaser may enforce its rights under this Guaranty without first seeking to obtain performance for such default from Merchant or any other guarantor.

  • Waiver, etc The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

  • Further Assurances; Remedies In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, the Company hereby agrees with the Agent and each of the Purchasers as follows:

  • The Lender Groups Rights and Remedies 9.1 Rights and Remedies. 9.2 Remedies Cumulative.

  • Waiver by Tenant Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford the Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good order, condition and repair.

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