Waiver of Conflict. Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub without the prior written consent of the Company Stockholder Representative.
Waiver of Conflict. The law firm of Synergy Law Group, L.L.C. (“Law Firm”) has disclosed to the parties its potential conflicts of interest arising from the negotiation of this Agreement. The Law Firm currently represents or has represented the Company and the Employee, and the Law Firm has advised the parties that they have the right to seek independent representation. The Company and Employee acknowledge that they have been advised of all conflicts of interest arising from the representation provided to the parties referenced herein by attorneys from the Law Firm. The parties hereby waive any conflict of interest resulting from the past, current and future representation provided by the Law Firm to the Company and the Employee in matters both related and unrelated to this Agreement.
Waiver of Conflict. EACH PARTY TO THIS AGREEMENT THAT HAS BEEN OR CONTINUES TO BE REPRESENTED BY VENTURE LAW GROUP ("VLG") HEREBY ACKNOWLEDGES THAT RULE 3-310 OF THE RULES OF PROFESSIONAL CONDUCT PROMULGATED BY THE STATE BAR OF CALIFORNIA REQUIRES AN ATTORNEY TO AVOID REPRESENTATIONS IN WHICH THE ATTORNEY HAS OR HAD A RELATIONSHIP WITH ANOTHER PARTY INTERESTED IN THE REPRESENTATION WITHOUT THE INFORMED WRITTEN CONSENT OF ALL PARTIES AFFECTED. BY EXECUTING THIS AGREEMENT, EACH SUCH PARTY GIVES ITS INFORMED WRITTEN CONSENT TO THE REPRESENTATION OF LIPOMATRIX BY VLG IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
Waiver of Conflict. (a) Xxxx Xxxxx LLP (“Xxxx Xxxxx”), counsel for the Investors (other than RMI) in connection with the transactions contemplated hereby and for DRI in connection with the TTA and the transactions contemplated thereby, has in the past performed and may continue to perform legal services for Domain Partners VI, L.P. and its affiliates (“Domain”) and DRI in matters unrelated to the transactions described in this Agreement and the TTA, including the representation of Domain and DRI in venture capital financings and other matters. In addition, Xxxx Xxxxx may represent other clients of the firm (including members of the Investor group) in matters which are or may become adverse to any individual member of the Investor group (including matters where one member of the Investor group is adverse or in the future may become adverse to another member of the Investor group). Each party to this Agreement hereby (i) acknowledges that they have had an opportunity to ask for information relevant to this disclosure, (ii) gives its informed consent to Xxxx Xxxxx’x representation of such Investors and such other clients in unrelated matters and to Xxxx Xxxxx’x representation of such Investors in accordance with this Agreement and the transactions contemplated hereby, and (iii) expressly waives any claim that Xxxx Xxxxx should be disqualified from representing any other client of Xxxx Xxxxx against such Investor with respect to matters unrelated to the legal services respecting the transactions described in this Agreement. Each of such Investors (other than RMI) hereby waives on its behalf and on behalf of its respective affiliates any actual or potential conflict of interest which exists or may arise as a result of Xxxx Xxxxx representing each of such entities in connection with the transactions contemplated hereby.
(b) Each party to this Agreement acknowledges that Xxxxxxxxxx, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Investors in matters unrelated to the transactions described in this Agreement, including the representation of such Investors in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Xxxxxxxxxx’x representation of certain of the Investors in such unrelated matters and to Xxxxxxxxxx’x representation of the Company ...
Waiver of Conflict. Each of the Purchasers and the Company acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) may have represented and may currently represent Purchasers. In the course of such representation, WSGR may have come into possession of confidential information relating to such Purchasers. Each of the Purchasers and the Company acknowledges that WSGR is representing only the Company in this transaction. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Purchasers and the Company hereby waives any actual or potential conflict of interest that may arise in this financing as a result of WSGR’s representation of such persons or entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Purchasers and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Conflict. The Parties acknowledge that at and prior to the Closing, Rxxx Xxxxxx, PC (“Rxxx Xxxxxx”) has acted as counsel for the Company and agree that subsequent to the Closing, any Stockholder or the Stockholders’ Representative shall have the right to retain Rxxx Xxxxxx to represent its respective interests, including, without limitation, in any dispute relating in any manner to this Agreement or the transactions contemplated herein or thereby (a “Dispute”). Parent irrevocably waives, consents to and covenants not to assert (and agrees following Closing to cause the Company to waive, and not to assert) any objection, based on conflict of interest or otherwise, to any representation of any Stockholder or the Stockholders’ Representative by Rxxx Xxxxxx, including, without limitation, in connection with any Dispute. Parent acknowledges and agrees that (i) all communications between Rxxx Xxxxxx and the Company, or any of the Company’s employees, agents or representatives, in each case during the representation by Rxxx Xxxxxx of the Company with respect to the transactions contemplated by this Agreement, constitute privileged attorney-communications, and that the Stockholders’ Representative has sole authority to authorize, or refuse to authorize, disclosure of any such communications, and (ii) Parent will not, and it will not cause the Company to, seek to obtain any such communications or any of the files maintained by Rxxx Xxxxxx with respect to matters for the Company or any of its Subsidiaries; provided, however, that the restriction contained in this Section 11.9 shall not apply to any such communication or advice that reflects or demonstrates any Knowledge or intent of the Company, any stockholder of the Company or any Representatives of the Company in connection with any dispute concerning (A) any actual or alleged breach of any representation or warranty contained in this Agreement that is qualified by the Company’s knowledge or (B) any claim of Fraud.
Waiver of Conflict. EACH PARTY TO THIS AGREEMENT THAT HAS BEEN OR CONTINUES TO BE REPRESENTED BY LAW IN PROGRESS, PC OR XXXXXX XXXXX, COUNSEL TO THE COMPANY, HEREBY ACKNOWLEDGES THAT RULE 3-310 OF THE RULES OF PROFESSIONAL CONDUCT PROMULGATED BY THE STATE BAR OF CALIFORNIA REQUIRES AN ATTORNEY TO AVOID REPRESENTATIONS IN WHICH THE ATTORNEY HAS OR HAD A RELATIONSHIP WITH ANOTHER PARTY INTERESTED IN THE REPRESENTATION WITHOUT THE INFORMED WRITTEN CONSENT OF ALL PARTIES AFFECTED. BY EXECUTING THIS AGREEMENT, EACH SUCH PARTY GIVES ITS INFORMED WRITTEN CONSENT TO THE REPRESENTATION OF THE COMPANY BY LAW IN PROGRESS, PC OR XXXXXX XXXXX IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
Waiver of Conflict. Each party to this Agreement that has been or ------------------ continues to be represented by Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel to the Company, hereby acknowledges that Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California requires an attorney to avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each such party gives his or its informed written consent to the representation of the Company by Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. in connection with this Agreement and the transactions contemplated hereby.
Waiver of Conflict. The parties to this Agreement are aware that the County Attorney’s Offices represents the Cochise County Elections Department and the Cochise County Recorder’s Office and may or may not also represent other party (for example, Special Districts, including but not limited to Flood, Fire or School Districts) to this Agreement in this and other matters. By signing this Agreement each party specifically acknowledges that it is aware of a potential conflict of interest and specifically waives any such claim based upon legal counsels’ representation of other parties to this Agreement.
Waiver of Conflict. Each party to this Agreement that has been or continues to be represented by Wilson, Sonsini, Xxxxxxxx & Xxxxxx, counsel to the Company, hereby acknowledges that Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California requires an attorney to avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each such party gives his or its informed written consent to the representation of the Company by Wilson, Sonsini, Xxxxxxxx & Xxxxxx in connection with this Agreement and the transactions contemplated hereby.
