Waiver of Conflicts Clause Samples
A Waiver of Conflicts clause allows parties to agree in advance to overlook certain conflicts of interest that may arise, typically involving legal representation. In practice, this clause is often used when a law firm represents multiple clients whose interests might potentially conflict, and the clients consent to this arrangement, provided certain conditions are met. Its core function is to facilitate continued legal representation by the same firm, reducing the risk of future disputes over conflicts and ensuring that all parties are aware of and accept the potential for overlapping interests.
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Waiver of Conflicts. Recognizing that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Clien...
Waiver of Conflicts. (a) Each of the parties acknowledges and agrees that Existing Counsel has acted as counsel to Recro and Baudax in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
(b) Recro hereby consents and agrees to, and agrees to cause the other members of the Recro Group to consent and agree to, Existing Counsel representing Baudax and the other members of the Baudax Group, including with respect to disputes in which the interests of the Recro Group may be directly adverse to the Baudax Group, and even though Existing Counsel may have represented Recro or another member of the Recro Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Recro Group.
(c) Baudax hereby consents and agrees to, and agrees to cause the other members of the Baudax Group to consent and agree to, Existing Counsel representing Recro and the other members of the Recro Group, including with respect to disputes in which the interests of the Baudax Group may be directly adverse to the Recro Group, and even though Existing Counsel may have represented Baudax or another member of the Baudax Group in a matter substantially related to any such dispute, or may be handling ongoing matters for the Baudax Group.
(d) Recro further agrees, on behalf of itself and, after the Distribution Effective Time, on behalf of the Recro Group, that all communications in any form or format whatsoever between or among any of Existing Counsel, the Recro Group, the Baudax Group, or any of their respective directors, officers, employees or other Representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not pass to or be claimed by the Recro Group. All Deal Communications that are attorney- client privileged (the “Privileged Deal Communications”) shall remain privileged after the Distribution Effective Time and the Privilege and the expectation of client confidence relating thereto shall belong solely to the Baudax Group, shall be controlled by Baudax on behalf of the Baudax Group and shall not remain with or be claimed by the Recro Group.
Waiver of Conflicts. Each party to this Agreement acknowledges ------------------- that Venture Law Group, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Purchasers in matters unrelated to the transactions described in this Agreement, including the representation of such Purchasers 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 Venture Law Group's representation of certain of the Purchasers in such unrelated matters and to Venture Law Group's representation of the Company in connection with this Agreement and the transactions contemplated hereby.
Waiver of Conflicts. Each party to this Agreement acknowledges that ▇▇▇▇ ▇▇▇▇▇ LLP, 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 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 ▇▇▇▇ ▇▇▇▇▇ LLP’s representation of certain of the Investors in such unrelated matters and ▇▇▇▇ ▇▇▇▇▇ LLP’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.
Waiver of Conflicts. Each party to this Agreement acknowledges that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel for the Company, has in the past 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 (1) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (2) acknowledges that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represented the Company in the transaction contemplated by this Agreement and has not represented any individual Investor or any individual stockholder or employee of the Company in connection with such transaction; and (3) gives its informed written consent to ▇▇▇▇▇▇▇▇▇ Dettmer’s representation of certain of the Investors in such unrelated matters and to ▇▇▇▇▇▇▇▇▇ Dettmer’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.
Waiver of Conflicts. Buyer (on behalf of itself and its Affiliates) hereby irrevocably acknowledges and agrees that: (a) Seller and/or any of its Affiliates or members shall have the right to retain ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ LLP (the “Designated Firm”) to represent their interests in any dispute arising under or in connection with this Agreement, any agreement entered into pursuant to this Agreement, or the transactions contemplated hereby or thereby (a “Dispute”); (b) the Buyer (on behalf of itself and its Affiliates) irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any representation of Seller or any Affiliate or member by the Designated Firm in any Dispute; (c) all communications between Seller, the Company, or any of their respective Affiliates, directors, managers, officers, employees or representatives, 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 otherwise relating to any potential sale of the Company (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications; (d) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by Seller; and (e) to the extent the Buyer or any of its Affiliates (including the Company) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to Seller, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection.
Waiver of Conflicts. Each Purchaser acknowledges that ▇▇▇▇▇▇ LLP, outside general counsel to the Company, may have in the past performed and may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that ▇▇▇▇▇▇ LLP inform the Purchasers hereunder of this representation and obtain their consent. Cooley LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledges that with respect to the Financing, ▇▇▇▇▇▇ LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to ▇▇▇▇▇▇ LLP’s representation of the Company in the Financing.
Waiver of Conflicts. Each party to this Note acknowledges that ▇▇▇▇▇▇ LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent the Holder or the Holder’s affiliates in matters unrelated to the transactions contemplated by this Note (the “Note Financing”), including representation of the Holder or the Holder’s affiliates in matters of a similar nature to the Note Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Note Financing solely on behalf of the Company. The Company and the Holder hereby (i) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to the Note Financing, Cooley has represented solely the Company, and not any Holder or any stockholder, Board member or employee of the Company or director, stockholder or employee of the Holder; and (iii) gives the Holder’s informed consent to ▇▇▇▇▇▇’▇ representation of the Company in the Note Financing.
Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have in the past performed and may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.
Waiver of Conflicts. Each party to this Agreement acknowledges that ▇▇▇▇▇▇ LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent Purchaser or its affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of Purchaser or its affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not Purchaser or any stockholder, director or employee of the Company or Purchaser; and (c) gives its informed consent to ▇▇▇▇▇▇’▇ representation of the Company in the Financing.