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. 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. 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. (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. Purchaser (on behalf of itself and its Affiliates, including the Group Companies following the Closing) hereby irrevocably acknowledges and agrees that (a) SellerCo, its Affiliates and their respective Representatives (collectively, the “Seller Group”) shall have the right to retain Proskauer Rose LLP (the “Designated Firm”) to represent its or their interests in any dispute arising under or in connection with this Agreement, any Transaction Document, or the transactions contemplated hereby or thereby (a “Dispute”); and irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any such representation of the Seller Group by the Designated Firm in any Dispute, (b) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one hand, and the Designated Firm, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging to the Seller Group, (c) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group, and (d) after the Closing, to the extent Purchaser or any of its Affiliates (including the Group Companies) should discover in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection.
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 acknowledges it is entitled to seek the advice of independent counsel of its own choice with respect to the Transaction Documents. Each party understands that it is not possible for a single law firm to represent each party in connection with the Transaction Documents in the same aggressive manner as would two separate and independent law firms, and by giving the consent herein, each party, in effect, is waiving that kind of zealous representation of its individual and conflicting interests in connection with the Transaction Documents. Each party, for itself and its affiliates, hereby confirms that it has waived, and continues to waive, any claim that the work performed by G&M in connection with the preparation of the Transaction Documents (or any matter arising thereunder) and representation of the Company and Purchasers represents a conflict of interest on the part of G&M. Each party, for itself and for its affiliates, knowingly waives any claim of conflict of interest by G&M based on any other past, current and future representations of the Company and Purchasers. Each party, for itself and for its affiliates, confirms that G&M may continue to act for the Company and/or the Purchasers or any of their respective affiliates with respect to all matters. It is further understood and agreed that G&M may freely convey necessary information regarding the Transaction Documents provided to G&M by either party to the other party, and that there will be no secrets kept from either party regarding the Transaction Documents unless such party expressly agrees to the contrary. Each party, for itself and for its affiliates acknowledges that G&M has been relying, and continues to rely, explicitly on the foregoing provisions in providing services relating to the Transaction Documents and any other past, current or future representations of the Purchasers and/or the Company.
Waiver of Conflict. Notwithstanding any existing or prior attorney- ------------------ client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel.
