Conflicts and Privileges Clause Samples

Conflicts and Privileges. (a) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), 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 Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whe...
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Conflicts and Privileges. Each Member hereby waives and agrees not to assert, and agrees to cause each of its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation, before or after the Restatement Date, of the Company or the WME Member, the SL Member, the KKR Member, the ▇▇▇▇▇▇▇▇ Member, the January Capital Member or the MSD Member or any of their Affiliates in any matter involving this Agreement or any other agreements or transactions contemplated hereby by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, Milbank, Tweed Hadley & ▇▇▇▇▇▇ LLP or Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP. IN WITNESS WHEREOF, the Company and the Members party hereto have caused this Agreement to be executed effective as of the day and year first above written. COMPANY: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, LLC] By: /s/ [***] Name: [***] Title: [***] [Signature Page to Second Amended & Restated Limited Liability Company Agreement of Zuffa Parent, ...
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Conflicts and Privileges. Each of the parties hereto hereby agrees, on its own behalf and on behalf of its direct or indirect directors, partners, managers, members, partners, officers, employees, and Affiliates, that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may serve as counsel to each and any of the Representative, the Company Equityholders, and their respective Affiliates (individually and collectively, the "Seller Group"), on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the other agreements entered into in connection herewith and the consummation of the transactions contemplated hereby and thereby. Each of the parties to this Agreement hereby further agrees, on its own behalf and on behalf of its direct or indirect directors, partners, managers, members, partners, officers, employees, and Affiliates, that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may serve as counsel to the Seller Group, any member thereof, or any direct or indirect director, partner, manager, member, partner, officer, employee, or Affiliate of any member of the Seller Group, in connection with any matter (including any Action) arising out of or relating to this Agreement, the other agreements entered into in connection herewith, or the transactions contemplated hereby or thereby, notwithstanding such representation of the Company or any continued or continuing representation of the Company. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.
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Conflicts and Privileges. Each party hereto hereby waives and agrees not to assert, and agrees to cause each of its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation, before or after the Effective Date, of the Company or their Affiliates in any matter involving this Agreement or any other agreements or transactions contemplated hereby by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.
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Conflicts and Privileges. (a) The Company Entities, the General Partner, the SL Partners and their respective Affiliates may be represented by the same counsel. The attorneys, accountants and other experts who perform services for the Company Entities may also perform services for related funds and investment vehicles, the General Partner, the SL Partners and any Affiliates of any of the foregoing. It is contemplated that any such dual representation may continue, and party hereto hereby consents thereto. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Company Entities any consent to the representation of the Company Entities (or any Affiliate thereof) that counsel may request pursuant to applicable rules of ethics or professional conduct or similar rules in any applicable jurisdiction (the “Ethical Rules”). (b) The Company has initially selected ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Company Counsel”) as legal counsel to the Company Entities. Each Non-SL Partner acknowledges that, to the fullest extent permitted by Applicable Law, Company Counsel does not represent any Non-SL Partner in such Non-SL Partner’s capacity as a Limited Partner in the absence of a clear and explicit written agreement to such effect between such Non-SL Partner and Company Counsel (and then only to the extent specifically set forth in such agreement), and that, as a result, in the absence of any such agreement Company Counsel will owe no duties to any Non-SL Partner in its capacity as such. Each Non-SL Partner further acknowledges that, regardless of whether Company Counsel has in the past represented or is currently representing any Non-SL Partner with respect to other matters, Company Counsel has not represented the interests of any Non-SL Partner in the preparation or negotiation of this Agreement or otherwise in connection with the formation or operation of the Company, including the offering and issuance of Units (or any other matter substantially related thereto). (c) In the event any dispute or controversy arises between any Limited Partner and the Company Entities, on the one hand, and the General Partner or an Affiliate thereof that Company Counsel represents, on the other hand, then each Limited Partner agrees that Company Counsel may represent either the Company Entities or the General Partner or an Affiliate thereof, or both, in any such dispute or controversy to the extent permitted by Applicable Law, and each party hereto hereby consents, and agrees to cause such...
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Related to Conflicts and Privileges

  • Conflicts with Laws This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the provisions hereof are determined to be invalid or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible. ICANN and the Working Group will mutually cooperate to develop an ICANN procedure for ICANN’s review and consideration of alleged conflicts between applicable laws and non-WHOIS related provisions of this Agreement. Until such procedure is developed and implemented by ICANN, ICANN will review and consider alleged conflicts between applicable laws and non-WHOIS related provisions of this Agreement in a manner similar to ICANN’s Procedure For Handling WHOIS Conflicts with Privacy Law. Court Orders. ICANN will respect any order from a court of competent jurisdiction, including any orders from any jurisdiction where the consent or non-objection of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this Agreement, ICANN’s implementation of any such order will not be a breach of this Agreement Subject to Section 7.15(c), during the Term and for a period of three (3) years thereafter, each party shall, and shall cause its and its Affiliates’ officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to any third party, directly or indirectly, any information that is, and the disclosing party has marked as, or has otherwise designated in writing to the receiving party as, “confidential trade secret,” “confidential commercial information” or “confidential financial information” (collectively, “Confidential Information”), except to the extent such disclosure is permitted by the terms of this Agreement. The confidentiality obligations under Section 7.15(a) shall not apply to any Confidential Information that (i) is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no fault of the receiving party in breach of this Agreement, (ii) can be demonstrated by documentation or other competent proof to have been in the receiving party’s possession prior to disclosure by the disclosing party without any obligation of confidentiality with respect to such information, (iii) is subsequently received by the receiving party from a third party who is not bound by any obligation of confidentiality with respect to such information, (iv) has been published by a third party or otherwise enters the public domain through no fault of the receiving party, or (v) can be demonstrated by documentation or other competent evidence to have been independently developed by or for the receiving party without reference to the disclosing party’s Confidential Information. Each party shall have the right to disclose Confidential Information to the extent that such disclosure is (i) made in response to a valid order of a court of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by applicable law; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment order requiring that the Confidential Information that is the subject of such order or other applicable law be held in confidence by such court or other third party recipient, unless the receiving party is not permitted to provide such notice under such order or applicable law, or (ii) made by the receiving party or any of its Affiliates to its or their attorneys, auditors, advisors, consultants, contractors or other third parties for use by such person or entity as may be necessary or useful in connection with the performance of the activities under this Agreement, provided that such third party is bound by confidentiality obligations at least as stringent as those set forth herein, either by written agreement or through professional responsibility standards.