Joint Representation definition

Joint Representation means the joint representation by any law firm of Seller or any Affiliate (other than a Transferred Company) and any Transferred Company in connection with any matter. For the avoidance of doubt, following Closing any privilege in connection with the Current Representation shall belong exclusively to Seller.
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Joint Representation shall have the meaning set forth in Section 7.6(a)
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Joint Representation simply means that a lawyer represents more than one client in the same dispute or matter. The rules governing the practice of law allow for joint representation, but also require the lawyer to make disclosures so that the parties
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Examples of Joint Representation in a sentence

  • By: /S/ XXXXX XXXXXX Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

  • AVRS has requested Xxxxxxxxx to handle litigation activities under this Agreement regarding the Joint Representation Lawsuit on an hourly fee basis.

  • AVRS and BJC authorize Xxxxxxxxx to negotiate, compromise, settle and receive for and in AVRS’s name, all compensation, damages or property to which AVRS may become entitled by reason of any Joint Representation Lawsuit.

  • The Indemnified Party shall have the right to participate in the defense of the Third Party Claim by employing separate counsel at its own expense, provided that the Parties enter into a Joint Defense Agreement or Joint Representation and Defense Agreement, as appropriate.

  • Xxxxxxxxx may, at its option and with court approval if necessary, withdraw from the joint representation of AVRS with respect to the Joint Representation Lawsuit or cease to represent AVRS with respect to such lawsuits for any reason consistent with the attorneys’ ethical and professional obligations.

  • Xxxxxxxxx, as consideration for its rights under this Agreement, agrees to provide, upon request, substantial involvement in any aspect of the Joint Representation Lawsuit, including settlement negotiations, discovery, the preparation of pleadings, participation in hearings, claim construction related activities, trial as well as planning and strategy regarding all of theabove.

  • Xxxxxxxxx agrees not to enter into any settlement agreement with respect to any Joint Representation Lawsuit without consultation with BJC and AVRS, and Xxxxxxxxx agrees not to enter into any settlement agreement without the written consent ofAVRS.

  • Xxxxxxxxx also will assist BJC in connection with the prosecution of the Joint Representation Lawsuit.

  • If the Client under this Agreement is more than one party, then the Representation is a "Joint Representation", and each client is a "Joint Client", and this Paragraph shall apply to this Agreement.

  • Except as otherwise agreed between the parties or as provided in Article V hereof or pursuant to the Joint Representation and Defense Agreement, Great Lakes and Octel agree to reimburse each other for reasonable out-of-pocket expenses, labor charges and salary payments incurred by the other in connection with providing individuals and witnesses pursuant to this Section 7.3.

Related to Joint Representation

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Investment Representation Letter As defined in Section 5.02(b).

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Additional Representation has the meaning specified in Section 3.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Tax Representation Letters has the meaning assigned in Section 5.16(a).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.