Acknowledgement; Waiver of Conflicts; Retention of Privilege Sample Clauses

The "Acknowledgement; Waiver of Conflicts; Retention of Privilege" clause serves to confirm that parties recognize and accept the potential for conflicts of interest, typically regarding shared legal representation, and agree to waive any objections to such conflicts. In practice, this clause often appears when a law firm represents multiple related parties, and it clarifies that the parties consent to the arrangement and will not later challenge the firm's ability to represent them, even if their interests diverge. Additionally, it ensures that any privileged communications remain protected despite the shared representation. The core function of this clause is to facilitate efficient legal representation while minimizing the risk of future disputes over conflicts of interest and preserving the confidentiality of privileged information.
Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) ▇▇▇▇▇▇▇ Coie LLP and ▇▇▇▇▇▇ LLP (each referred to herein as “Prior Company Counsel”) have each acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“Prior 7GC Counsel”) has acted as counsel to 7GC in various matters involving a range of issues and as counsel to 7GC in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby. (b) In connection with any matter or dispute under this Agreement, 7GC hereby irrevocably waives and agrees not to assert, and agree to cause the Surviving Corporation or the Surviving Entity to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company, (ii) Prior Company Counsel’s representation of any of the Group Companies (collectively the Persons referenced in clauses (i) and (ii), the “Company Advised Parties”) prior to and after the Closing, (iii) Prior 7GC Counsel’s prior representation of 7GC and (iv) Prior 7GC Counsel’s representation of the Sponsor, any Subsidiary of 7GC and/or any 7GC stockholders (collectively the Persons referenced in clauses (iii) and (iv), the “7GC Advised Parties”) prior to and after the Closing. (c) 7GC further agrees, on behalf of itself and, after the Closing, on behalf of the Surviving Corporation or the Surviving Entity, that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Company Advised Parties, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company Advised Parties, shall be controlled by the Company and shall not pass to or be claimed by 7GC, the Surviving Corporation, or the Surviving Entity. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the p...
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Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of Buyer, the Company and the Seller acknowledges that: (i) the Company and the Seller have retained ▇▇▇▇▇▇▇ Procter LLP (“▇▇▇▇▇▇▇”) to act as their counsel in connection with the Contemplated Transactions and that ▇▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the Contemplated Transactions and that no other Party or Person has the status of a client of ▇▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof; and (ii) Buyer has retained Fogler, ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ & Associates to act as its counsel in connection with the transactions contemplated hereby and that neither Fogler, ▇▇▇▇▇▇▇▇ LLP nor ▇▇▇▇▇▇▇▇ & Associates has acted as counsel for the Company or any of its Subsidiaries or the Seller in connection with the transactions contemplated hereby for conflict of interest or any other purposes. (b) Each of Buyer, the Company and the Seller hereby (a) waives, on behalf of themselves and each of their Affiliates any claim they have or may have that ▇▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; (b) agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including the Company) and the Seller or any of its Affiliates that relates to this Agreement or the transactions contemplated hereby, ▇▇▇▇▇▇▇ may represent the Seller in such dispute even though the interest of any such parties may be directly adverse to Buyer or any of its Affiliates (including the Company). (c) Each of Buyer, the Company and the Seller, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all pre-Closing communications between or among ▇▇▇▇▇▇▇, the Company and/or the Seller that relate in any way to the Contemplated Transactions, the attorney-client privilege and all other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or be claimed by Buyer or any Group Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any of their respective Affiliates, on the one hand, and a third Person other than a Party or any third-party beneficiary to this Agreement after the Closing, on the other hand, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ to such third party. (d) Prior to the ...
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Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that (i) ▇▇▇▇▇▇ LLP and ▇▇▇▇▇ Lovells US LLP (together, “Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and (ii) Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“Prior Parent Counsel”) has acted as counsel to the Parent in various matters involving a range of issues and as counsel to the Parent in connection with the negotiation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.
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Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Each of the Parties hereto acknowledges and agrees that ▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has acted as counsel to the Company Group in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Ancillary Agreements, and the Transactions.
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Acknowledgement; Waiver of Conflicts; Retention of Privilege. (a) Notwithstanding that the Company and its Subsidiaries have been represented by ▇▇▇▇▇▇▇ Procter, LLP (the “Firm”) prior to the date hereof, including, without limitation, in connection with the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees, on their own behalf and on behalf of the Surviving Corporation after the Effective Time, that after the Closing the Firm may represent the Representative, the Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements or such other disputes in which the interests of the Representative and/or the Indemnifying Parties may be directly adverse to Parent and its Subsidiaries (including the Surviving Corporation). Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.
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Acknowledgement; Waiver of Conflicts; Retention of Privilege. Each of the Parties hereto acknowledges and agrees that (i) ▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and the Additional Agreements, and the Transactions and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Prior Purchaser Counsel”) has acted as counsel to the Purchaser in various matters involving a range of issues and as counsel to the Purchaser in connection with the negotiation of this Agreement and the Additional Agreements and the Transactions.
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Related to Acknowledgement; Waiver of Conflicts; Retention of Privilege

  • JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process;

  • Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

  • Non-Waiver of Rights The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

  • Waiver of Provisions Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

  • Continuing Effect of Agreement Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment.