Conflicts and Privilege Clause Samples
The "Conflicts and Privilege" clause defines how parties should handle situations where their interests may conflict or where privileged information is involved. Typically, this clause outlines procedures for identifying and disclosing potential conflicts of interest, and it clarifies the treatment of confidential or legally privileged communications, such as those protected by attorney-client privilege. Its core function is to ensure transparency and protect sensitive information, thereby minimizing legal risks and maintaining trust between the parties.
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Conflicts and Privilege. (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whe...
Conflicts and Privilege. It is acknowledged by each of the Parties that the Company has retained White & Case LLP (“W&C”) to act as its counsel in connection with the transactions contemplated hereby and that W&C has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that none of the other Parties has the status of a client of W&C for conflict of interest or any other purposes as a result thereof. Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Parent or the Surviving Corporation, on the one hand, and any former Equity Holder of the Company or the Stockholders’ Representative, W&C may represent any such former Equity Holder or the Stockholders’ Representative, as applicable, in such dispute even though the interests of such former Equity Holder or the Stockholders’ Representative, as applicable, may be directly adverse to Parent, the Surviving Corporation or its Subsidiaries, and even though W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among W&C, the Company, the Company Subsidiaries, the Stockholders’ Representative and the Equity Holders that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Company and, from and after the Effective Time, the former Equity Holders of the Company, and may be controlled only by them and shall not pass to or be claimed by Parent, the Surviving Corporation or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or its Subsidiaries, on the one hand, and a third party other than a Party to this Agreement after the Closing, on the other hand, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by W&C to such third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholders’ Representative.
Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies and the Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing.
(b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders. Acquiror and the Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing and any one or more such Persons that relate in any way to the Transactions,...
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.
Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the Sellers, H&K may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, even though H&K may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company 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 H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.
Conflicts and Privilege. Recognizing that ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇ ▇▇▇▇▇”) has acted as legal counsel to Seller and its Affiliates (including the Acquired Companies) prior to the Closing, and that ▇▇▇▇ ▇▇▇▇▇ intends to act as legal counsel to Seller and its Affiliates (which will no longer include the Acquired Companies) after the Closing, each of Buyer and the Acquired Companies hereby waives, on its own behalf, any conflicts that may arise in connection with ▇▇▇▇ ▇▇▇▇▇ representing Seller and/or its Affiliates after the Closing as such representation may relate to any Acquired Company or the Transactions. In addition, all communications involving attorney-client confidences between Seller, its Affiliates or any Acquired Company and ▇▇▇▇ ▇▇▇▇▇ in the course of the negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not, without Seller’s consent, have access to any Privileged Communications, or to the files of ▇▇▇▇ ▇▇▇▇▇ relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Privileged Communications and the related engagement, and none of the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇ ▇▇▇▇▇ in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇ ▇▇▇▇▇ shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to any of the Acquired Companies by reason of any attorney-client relationship between ▇▇▇▇ ▇▇▇▇▇ and any of the Acquired Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and any of the Acquired Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, after the Closing, the Acquired Companies may access or obtain all or a portion of the Privileged Communications for the sole purpose of defending against such dispute, and may assert the attorney-client privilege to prevent disclosure to such Third Party of the Privileged Communications; provided, however, that ...
Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Buyer and the Company further agree that, as to all communications between ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person.
Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco and the Company have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇ Ltd. and ▇▇▇▇▇▇▇▇ Chance LLP (collectively, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) Walgreens shall not, and from and after the Second Step Closing shall cause the Company not to, seek to have any Existing Counsel disqualified from representing Gibco or (prior to the Second Step Closing only) the Company or any member of the Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or the Company or any member of the Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or the Company or any member of the Group, on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not the Company or any member of the Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, the Company or any other member of the Group and any Existing Counsel that occurred on or prior to the Second Step Closing. [Signature Pages Follow]
Conflicts and Privilege. (a) Parent and CAG, on behalf of their respective successors and assigns hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the shareholders or holders of other equity interests of Parent and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the “Parent Group”), on the one hand, and Parent and/or any member of the Company Conflict Group, on the other hand, any legal counsel (including G▇▇▇▇▇▇▇ M▇▇▇▇▇) that represented Parent prior to the Closing may represent any other member of the Parent Group in such dispute, even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or any other member of the Company Conflict Group. Parent and CAG further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including G▇▇▇▇▇▇▇ M▇▇▇▇▇) that represented Parent and/or any other member of the Parent Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Parent Group and shall be controlled by the Parent Group, and shall not pass to or be claimed or controlled by Parent or CAG. Notwithstanding the foregoing, any privileged communications or information shared by CAG prior to the Closing with Parent and/or any other member of the Parent Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of Parent.
(b) CAG and Parent, on behalf of their respective successors and assigns hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among the stockholders or holders of other equity interests of CAG and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the “Company Conflict Group”), on the one hand, and the Companies and/or any member of the Parent Group, on the other hand, any legal counsel (including Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP) that represented CAG prior to the Closing may represent Parent and any membe...
Conflicts and Privilege. (a) Each of the parties hereto acknowledges and agrees that ▇▇▇▇▇▇ ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(b) Parent hereby consents and agrees to, and agrees to cause, the Company to consent and agree to, Tonkon representing the Stockholder Representative and any of the Company Securityholders (collectively, the “Seller Parties”) after the Closing, including, without limitation, with respect to disputes in which the interests of the Seller Parties may be directly adverse to Parent and its subsidiaries (including the Company). In connection with the foregoing, Parent hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Tonkon’s prior representation of the Company and