Waiver of Conflicts of Interest Clause Samples

A Waiver of Conflicts of Interest clause allows parties to agree in advance to overlook certain conflicts that might otherwise prevent a law firm or professional from representing them. In practice, this clause typically applies when a firm represents multiple clients whose interests could potentially diverge, and the clients consent to this arrangement, often with specified limitations or disclosures. Its core function is to facilitate continued representation by the same professional or 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 of Interest. Purchasers and Aura acknowledge that Escrow Agent and Agent has and continues to perform legal services as counsel for Aura. Aura hereby consents to the performance by Escrow Agent and Agent of the services and in the capacities provided for herein and Aura waives any right that it may have to claim that the performance of services by Escrow Agent and Agent herein constitute a conflict of interest for Escrow Agent and Agent. Aura knowingly and willingly agrees to and authorizes the performance by Escrow Agent and Agent of the services and in the capacities provided for herein. With full knowledge of the attorney-client relationship existing between Lawrence A. Diamant and the Law F▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, Diamant & Wolkowitz (t▇▇ "▇▇▇ Firm"), on th▇ ▇▇▇ ▇▇▇d, and Aura, on the other, Purchasers agree to the performance by the Law Firm as Escrow Agent and Agent of the services and in the capacities provided for in this Escrow Agreement.
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Waiver of Conflicts of Interest. The Company understands that the receipt of the Debt Shares by the Firm, as described herein, creates a conflict of interest in the Firm’s representation of the Company, which conflict the Company waives by executing this Agreement. The Debt Shares will give the Firm a direct interest in the performance of the Company, which could arguably cause the Firm to be a less disinterested provider of advice than might otherwise be the case, at least in some instances. For example, the ownership in the Company’s common stock might be seen as creating an incentive for the Firm to provide legal advice to encourage the Company to take action which the Firm might view as favorable to the Firm's economic interest in the common stock, rather than in a fully disinterested fashion. In addition, Rule 3-300 of the Rules of Professional Conduct of the State Bar of California, provides as follows:
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Waiver of Conflicts of Interest. (a) This Agreement shall not prevent either Party from using any publicly available research results or other Information (including any publicly available information of the other Party) to the same extent as Third Parties generally are legally permitted to do. (b) Each Party shall inform its key personnel assigned to the performance of this Agreement of the limitations on use of Confidential Information of the other Party and instruct such personnel to comply with such restrictions, and where appropriate, adopt other measures to minimize the potential for misuse of Information. (c) CARO and ▇▇▇▇▇▇▇ have discussed the CARO personnel expected to be assigned to engage in Development Activities, including the extent to which any such personnel are expected to simultaneously participate in activities on behalf of CARO that may involve similar technologies or products that may be competitive with the Compounds (provided that CARO shall not be obligated to disclose any Confidential Information relating to such activities). (d) The burden of proof that Confidential Information has been misappropriated shall fall upon the Party alleging breach of confidence.
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Waiver of Conflicts of Interest. Oakleigh ▇▇▇▇▇▇ is the Chief Executive Officer of Thorndale Farm, a Manager of Thorndale Farm, a member of its investment committee, a prior owner of Thorndale Farm and a trustee or beneficiary of some of the owners of Thorndale Farm. Other Family Members are serving, or may in the future serve, as officers or Managers of Thorndale Farm, members of its investment committee. If any such Family Member is a trustee or beneficiary of a Client, such Client waives, to the greatest extent permitted by law, any conflict of interest or fiduciary duty against self-dealing, and each Client acknowledges that any such conflicts of interest and conflicting duties are within the intended scope of such Family Member’s expected multiple responsibilities and each Client specifically waives, approves and consents to such conflicts whether existing now or arising in the future.
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Waiver of Conflicts of Interest. The parties acknowledge that Delano Group Securities, LLC, which is controlled by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, has served as Placement Agent for the Sellers with respect to the sale of securities described herein, that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ serves on the board of directors of the Company. Each of the parties hereby waives any and all claims of conflicts of interest against Delano Group Securities, LLC arising from or with respect to the transactions contemplated hereby. [Balance of page intentionally left blank; signature pages follow.] EXHIBIT 16
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Waiver of Conflicts of Interest. Buyers, for themselves and on behalf of their affiliates, expressly waive any conflicts of interest or potential conflicts of interest discussed in Section 2(bb) of this Agreement and agree that the Company shall have no liability to any Buyer or its affiliates, with respect to such conflicts of interest or potential conflicts of interest between the Company and any of the G&P Entities.
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Waiver of Conflicts of Interest. It is expressly acknowledged and agreed that as WMH is a wholly owned foreign subsidiary of Inland Entertainment Corporation, any officer, director or employee of IEC may serve on the Board of Directors and Executive Committee of WMH or act in a management capacity as to the activities of WMH and its business endeavors including the Enterprise. WMH hereby acknowledges and waives any potential conflict of interest that may exist now or hereafter, provided that any directors, officers or employees of IEC who serve as members of WMH's board or in a management capacity recognize and observe the duty of loyalty and duty of care commensurate with and attendant upon said individuals acting within their fiduciary capacity and obligations to WMH.
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Waiver of Conflicts of Interest. Employee acknowledges that Escrow Agent serves as legal counsel to CMED, and waives any conflict of interest arising out of that representation, and specifically consents to Escrow Agent's representation of CMED in all matters in connection with this transaction and any dispute that may arise between CMED and Employee.
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Waiver of Conflicts of Interest. Contingent upon Employee delivering and not revoking an executed Second Release in the form attached, and effective as of July 4, 2023, the Company agrees to waive any and all future non-litigation conflicts of interest that would otherwise preclude Employee from representing as counsel any client, including legal entities, corporations, regulatory bodies or individuals, that may have a business interest adverse to that of the Company and its affiliates; provided however, that nothing in this waiver limits or modifies the obligations set forth in Sections 4, 5 or 9 of this Separation Agreement or otherwise impacts in any way any ongoing ethical or confidentiality obligations Employee may have as a result of having served as counsel to Everest.
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Related to Waiver of Conflicts of Interest

  • Conflicts of Interest The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement.

  • Potential Conflicts of Interest Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present or, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basis.

  • No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor’s provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency’s decision.

  • Conflicts of Interests 4.8.1 We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy we have put in place for this purpose (which may be revised or updated from time to time) pursuant to Applicable Regulations in which we have identified those situations in which there may be a conflict of interest, and in each case, the steps we have taken to manage that conflict. 4.8.2 We shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty or confidence to any other person, or which comes to the notice of any of our directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you. 4.8.3 The relationship between you and us is as described in this Client Agreement. Neither that relationship, nor the services we provide nor any other matter, will give rise to any fiduciary or equitable duties on our part or on the part of any of our affiliates. As a result, we or any of our affiliates involved in doing business with or for you may act as execution-only brokers and we or any of our affiliates may do business with other clients and other investors whether for our own or such affiliate’s own account. 4.8.4 You accept that we and our Affiliates may either: 4.8.4.1 have interests which conflict with your interest’s, or 4.8.4.2 owe duties which conflict with duties which would otherwise be owed to you, and in either case; or 4.8.4.3 you consent to our acting in any manner which we consider appropriate in such cases subject to Applicable Regulations.

  • Resolution of Conflicts of Interest (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or the limited liability company or partnership agreement of any other Group Member, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any other Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (including the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is “fair and reasonable” to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting practices or principles; and (D) such additional factors as the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation. (b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, any other Group Member, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, the limited liability company or partnership agreement of any other Group Member, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units. (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. (d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.