Additional Waiver of Conflict Clause Samples

Additional Waiver of Conflict. Each party acknowledges it is entitled to seek the advice of independent counsel of its own choice with respect to the Transactions. Each party understands that it is not possible for a single law firm to represent each party in connection with the Transactions 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 Transactions. 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▇▇▇▇▇▇, P.C. in connection with the preparation of the Transactions (or any matter arising thereunder) and representation of the Parent and Private Placement Investors represents a conflict of interest on the part of Grushko & M▇▇▇▇▇▇, P.C.. Each party, for itself and for its affiliates, knowingly waives any claim of conflict of interest by G▇▇▇▇▇▇ & M▇▇▇▇▇▇, P.C. based on any other past, current and future representations of the Parent and Private Placement Investors. Each party, for itself and for its affiliates, confirms that Grushko & M▇▇▇▇▇▇, P.C. may continue to act for the Parent and/or the Private Placement Investor or any of their respective affiliates with respect to all matters. It is further understood and agreed that G▇▇▇▇▇▇ & M▇▇▇▇▇▇, P.C. may freely convey necessary information regarding the Transactions provided to G▇▇▇▇▇▇ & M▇▇▇▇▇▇, P.C. by either party to the other party, and that there will be no secrets kept from either party regarding the Transactions unless such party expressly agrees to the contrary. Each party, for itself and for its affiliates acknowledges that Grushko & M▇▇▇▇▇▇, P.C. is representing the Parent with respect to this Agreement and has been relying, and continues to rely, explicitly on the foregoing provisions in providing services relating to the Transactions and any other past, current or future representations of the Private Placement Investors and/or the Parent.
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Related to Additional Waiver of Conflict

  • Waiver of Conflict Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and Pinsent Masons (“Pinsent Masons”, and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Law Firms”) have acted as legal counsel to the Company and the Subsidiary prior to the Closing Date in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (the “Current Representation”), and that Law Firms may act as legal counsel to Sellers and their Affiliates after the Closing Date in connection with the Current Representation, each of the Company, Subsidiary and Buyer hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise directly as a result of Law Firms representing any of the Sellers or their Affiliates after the Closing Date to the extent connected with the Current Representation. In addition, all communications involving attorney-client communications between or among the Company, Subsidiary, the Sellers, or any of their respective Affiliates and the Law Firms, solely to the extent that such communications (a) would be considered attorney-client confidences under applicable Law and (b) (i) solely relate to the Current Representation or (ii) solely relate to Sellers (the “Privileged Communications”) shall be deemed to be attorney-client confidences of Sellers (and not Buyer). Accordingly, the Privileged Communications shall remain privileged after the Closing Date and the Company, Subsidiary or Buyer shall not use any such Privileged Communications or demand access to the files of the Law Firms related to the Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing Date, (i) Sellers (and not the Company, Subsidiary or Buyer) shall be the sole holder of the attorney-client privilege with respect to the Privileged Communications, and the Company or Subsidiary shall not be a holder thereof, (ii) to the extent that files of the Law Firms in respect of Privileged Communications constitute property of the client, only Sellers (and not the Company, Subsidiary or Buyer) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such Privileged Communications or such files thereof to the Company, Subsidiary or Buyer by reason of any attorney-client relationship between the Law Firms and the Company, Subsidiary or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, or the Subsidiary and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing Date, the Company or Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by the Law Firms to such third party; provided, however, that neither the Company nor the Subsidiary may waive such privilege without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). The Parties hereto agree that, other than the Privileged Communications, as to all other pre-Closing communications between the Law Firms, on the one hand, and the Company, Subsidiary or any of its Affiliates, on the other hand, including such communications that relate to the prior and ongoing business of the Company or Subsidiary, the attorney-client privilege and all other rights to any evidentiary privilege shall continue to belong to the Company or Subsidiary and may be controlled by the Company or the Subsidiary and shall not pass to or be claimed by Sellers or their Affiliates. Buyer shall not knowingly disclose any Privileged Communications to any third party following the Closing Date, unless compelled to disclose such Privileged Communications by judicial or administrative process or by other applicable Law. Buyer shall, to the extent permitted by applicable Law, promptly upon receipt by Buyer of any subpoena, discovery or other request from a third party that, to Buyer’s knowledge, calls for the production or disclosure of any Privileged Communications, promptly notify the Sellers of the existence of such subpoena, discovery or other request so that Sellers may assert, at the Sellers’ sole cost, any rights it may have to prevent the production or disclosure of such Privileged Communications.

  • Additional Waivers (a) The Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by Applicable Law, the obligations of each Loan Party hereunder shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or under Applicable Law, (ii) any rescission, waiver, amendment or modification of, or any release of any Loan Party from, any of the terms or provisions of, this Agreement, any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Collateral Agent or any other Credit Party. (b) The obligations of each Loan Party to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment of such Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the payment of such Obligations). (c) To the fullest extent permitted by Applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the payment in full in cash of all the Obligations after the termination of all Commitments to any Loan Party under any Loan Document. The Collateral Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of Commitments to any Loan Party under any Loan Document. Pursuant to Applicable Law, each Loan Party waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security. (d) Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by any Credit Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Credit Party’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Estate which means, among other things: (i) a Credit Party may collect from any Loan Party without first foreclosing on any Real Estate or personal property Collateral pledged by a Loan Party; (ii) if any Credit Party forecloses on any Real Estate pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Estate is sold at the foreclosure sale, even if the Real Estate is worth more than the sale price; and (iii) the Credit Parties may collect Obligations from a Loan Party even if a Credit Party, by foreclosing on any such Real Estate, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Estate. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California. (e) Each Loan Party hereby agrees to keep each other Loan Party fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Loan Party hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Loan Party, and of the ability of each other Loan Party to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Loan Party hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Credit Parties shall have no duty to inform any Loan Party of any information pertaining to the business, affairs, finances, or financial condition of any other Loan Party, or pertaining to the ability of any other Loan Party to perform its Obligations under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Loan Parties to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of the other Loan Parties. To the fullest extent permitted by applicable law, each Loan Party hereby expressly waives any duty of the Credit Parties to inform any Loan Party of any such information.

  • Waiver of Conflicts (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and the Company, the Company Equity Holders or the Company Equity Holders’ Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Company Equity Holders and may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Securityholder Representative. (b) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may serve as counsel to the Parent Sponsor and its Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP prior to the Closing Date of Parent. The Parties hereby (i) waive any claim they have or may have that Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and Parent Sponsor or any of its Affiliates, on the other hand, Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may represent the Parent Sponsor or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP and Parent, the Parent Sponsor or the Parent Sponsor’s Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Parent Sponsor and may be controlled by the Parent Sponsor and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Pubco may assert the attorney-client privilege to prevent disclosure of confidential communications by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP to such third party; provided, however, that the Surviving Pubco may not waive such privilege without the prior written consent of the Parent Sponsor.

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

  • General Waivers Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.