Seller’s Counsel has the meaning set forth in Section 10.13(a).
Seller’s Counsel means Xxxxxxxx Xxxxxxx LLP, Bank of America Plaza, Suite 5200, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000, Attention: Xxxx X. Xxxxxxx.
Seller’s Counsel has the meaning set forth in Section 12.16.
Examples of Seller’s Counsel in a sentence
Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any member of the Company Group or any of their respective Affiliates and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Sellers.
The Purchaser acknowledges that the foregoing provision applies whether or not Sellers’ Counsel provides legal services to any member of the Company Group after the Closing.
Sellers’ Counsel shall be a third party beneficiary of this Agreement for purposes of this.
More Definitions of Seller’s Counsel
Seller’s Counsel means McGuireWoods LLP.
Seller’s Counsel means Morrxxxx & Xoerxxxx XXX acting through Thomxx X. Xxxxxx, Xxq.
Seller’s Counsel has the meaning set forth in Section 11(i)(ii).
Seller’s Counsel. Section 8.02(c)
Seller’s Counsel means Xxxx Xxxx Xxxxxx & Darko.
Seller’s Counsel has acted as counsel for Seller, the Acquired Company Group and their respective Affiliates for several years and that Seller’s Counsel may continue to represent them in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Acquired Company Group Members) expressly consents to: (a) Seller’s Counsel’s representation of Seller and its Affiliates in any post-Closing matter in which the interests of Buyer and the Acquired Company Group, on the one hand, and Seller or its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated by this Agreement or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller’s Counsel may have previously advised Seller, the Acquired Company Group or their respective Affiliates, and (b) the disclosure by Seller’s Counsel to Seller or its Affiliates of any information learned by Seller’s Counsel in the course of its representation of Seller, the Acquired Company Group or their respective Affiliates, whether or not such information is subject to attorney-client privilege or Seller’s Counsel’s duty of confidentiality. Furthermore, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Acquired Company Group Members) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller or Seller’s Affiliates by Seller’s Counsel in the transactions contemplated hereby, to the extent that such information or documentation was privileged as to Seller or Seller’s Affiliates. Buyer, on behalf of itself and its Affiliates (including after the Closing, the Acquired Company Group Members) further covenants and agrees that each shall not assert any claim against Seller’s Counsel in respect of legal services provided to the Acquired Company Group by Seller’s Counsel in connection with this Agreement or the transactions contemplated hereby. Upon and after the Closing, each of the Acquired Company Group Members shall cease to have any attorney-client relationship with Xxxxxx’s Counsel, unless and to the extent Seller’s Counsel is specifically engaged in writing by the Acquired Company Group Members to represent the Acquired Company Group Members after the Closing and either such engagement involves no conflict of interest with respect to Seller or Seller’s Affiliates, as applicable, consent in writing at the time to ...
Seller’s Counsel has the meaning set forth in Section 2(i)(ii).