Waiver of Conflicts Regarding Representation Clause Samples
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Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Acquired Companies and Shareholder Representative have been represented by ▇▇▇▇▇▇ PLC in the preparation, negotiation and execution of this Agreement and any related agreements, Buyer agrees that after the Closing ▇▇▇▇▇▇ PLC may represent Shareholder Representative in all matters related to this Agreement and any related agreements, including in respect of any indemnification claims pursuant to this Agreement and any related agreements (the “Future Representation”). Buyer hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such Future Representation as such representation may relate to Buyer or any Affiliate of Buyer.
(b) Buyer hereby acknowledges that ▇▇▇▇▇▇ PLC, together with the Acquired Companies’ in-house counsel, have represented the Acquired Companies and Shareholder Representative in connection with the transactions contemplated by this Agreement and any related agreements, including the processes and procedures with respect to such transactions and the evaluation and negotiation of such transactions with Buyer and other prospective buyers. The parties agree that any attorney-client privilege as a result of ▇▇▇▇▇▇ PLC’s or the Acquired Companies’ in-house general counsel’s representation of the Acquired Companies and Shareholder Representative in connection with the transactions contemplated by this Agreement and any related agreements, and all communications covered by such attorney-client privilege (the “Covered Communications”) shall, after the Closing, belong to and be controlled solely by Shareholder Representative and may only be waived by Shareholder Representative. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, or any Acquired Company, on the one hand, and a Person other than the Shareholder Representative, a Shareholder or one of their Affiliates, on the other hand, after the Closing, Buyer, and the Acquired Companies, as applicable, may assert the attorney-client privilege to prevent disclosure of Covered Communications to such third party. To the extent that Buyer receives or takes physical possession of any Covered Communications after the Closing, Buyer shall keep such Covered Communications strictly confidential and suc...
Waiver of Conflicts Regarding Representation. (a) The Parties agree that, notwithstanding any current or prior representation of (1) the Company (which, for the avoidance of doubt, excludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, or any and all of their respective predecessors and successors, (2) officers or directors of the Company as of immediately prior to the Effective Time, (3) former Common Stock Directors of the Company, (4) the ▇▇▇▇▇▇ Group or (5) any Covered Person (collectively, the “Represented Persons”, which, for the avoidance of doubt, excludes ▇▇▇▇▇▇) or any of their respective Affiliates by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden, each of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden will be allowed to represent any of the Represented Persons or any of their respective Affiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting Agreement), (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) the Split-Off (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (i) agree that ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden from representing) any of the Represented Persons or such Affiliates in connection with a Post-Closing Representation and (ii) waive any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden may have represented the Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Represented Persons or such Affiliates.
(b) Parent acknowledges and agrees, on behalf of itself and its Affiliates, that (i) all Protected Informa...
Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇, ▇▇▇▇▇”) has acted as legal counsel to the Seller, and may be deemed to have acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that ▇▇▇▇, ▇▇▇▇▇ intends to act as legal counsel to the Seller after the Closing, the Company hereby waives, on its own behalf and agrees to cause the Company Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇, ▇▇▇▇▇ representing the Seller after the Closing.
Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇”) has acted as legal counsel to the Seller and the Company prior to the Closing, and that ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ intends to act as counsel to the Seller after the Closing, the Company hereby waives, on its own behalf any conflicts that may arise in connection with ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ representing the Seller after the Closing.
Waiver of Conflicts Regarding Representation. Buyer waives and will not assert, and agrees to cause the Acquired Companies to waive and to not assert, any conflict of interest arising out of or relating to any representation, after the Closing, of Seller or any Affiliate of Seller, or any of their respective officers, employees, directors or managers, in any matter involving this Agreement or any other agreements or transactions contemplated hereby or thereby (including any litigation or other proceeding), by any legal counsel that has represented any such Party prior to the Closing.
Waiver of Conflicts Regarding Representation. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP (“MMM”) has acted as counsel for the Company Group and the Representative (collectively, the “Company Parties”) in connection with this Agreement and the Transactions (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer, Merger Sub or any of their Affiliates (including the Surviving Corporation). Only the Company Parties shall be considered in connection with the Transactions clients of MMM in the Acquisition Engagement. If the Representative so desires, MMM shall be permitted, without the need for any future waiver or consent, to represent any of the Representative or the Company Securityholders from and after the Closing in connection with any matter related to the matters contemplated by the Transaction Documents and any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Representative or, the Company Securityholders, in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving the Surviving Corporation or any of their agents or Affiliates (in such capacity). To the extent that communications between a Company Party, on the one hand, and MMM, on the other hand, relate to the Acquisition Engagement and such communications are protected by the attorney-client privilege as between MMM and the Company Parties, including the Company Group prior to the Effective Time and all attorney work product prepared in connection with the Acquisition Engagement (such communications, collectively, the “Attorney-Client Communications”), such Attorney-Client Communications shall be deemed to belong solely to the Representative, for and on behalf of the Company Securityholders, and not Buyer, the Company, the Surviving Corporation or their Subsidiaries. Buyer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (a) the Representative, for and on behalf of the Company Securityholders, and MMM shall be the sole holders of the attorney-client privilege and work product privilege with respect to the Acquisition Engagement, and none of Buyer, Merger Sub nor any of its or their Affiliates, including the Surviving Corporation, shall be a holder thereof; and (b) MMM shall have no duty whatsoever to reveal or disclose any...
Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsi...
Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Company has been represented by ▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after the Closing, ▇▇▇▇▇▇ LLP may represent the Securityholders’ Representative, the Company Securityholders or their affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated by this Agreement. The Company, Parent and Merger Sub hereby agree that Firm may represent the Seller Group in the future in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection.
(b) The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from legal counsel’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, and shall not pass to or be claimed or used by Parent or the Surviving Corporation.
Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, ▇▇▇▇▇ has acted as legal counsel to certain Members and the Members’ Representative, and has acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that ▇▇▇▇, ▇▇▇▇▇ will continue to act as legal counsel to certain Members, the Members’ Representative and the Excluded Subsidiaries after the Closing, the Company hereby waives, on its own behalf and agrees to cause the Company Subsidiaries to waive, any conflicts that may arise in connection with ▇▇▇▇, ▇▇▇▇▇ representing any Members, the Members’ Representative or any Excluded Subsidiaries after the Closing. Without limiting the generality of the foregoing, the parties agree that neither Parent, the Company, the Surviving LLC nor any Company Subsidiary shall seek to have ▇▇▇▇, ▇▇▇▇▇ disqualified from representing any Member, the Members’ Representative, any Excluded Subsidiary or their respective Affiliates in any dispute (whether in contract or tort) that may arise between the Company, the Surviving LLC, any Company Subsidiary or their respective Affiliates formerly represented by Paul, Weiss, on the one hand, and any Member, the Members’ Representative, any Excluded Subsidiary or their respective Affiliates, on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part.
Waiver of Conflicts Regarding Representation. Notwithstanding that the Seller and the Company have been represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (the “Firm”) in the preparation, negotiation and execution of this Agreement and any Related Agreements, Buyer acknowledges and agrees that, after the Closing, the Firm may represent the Seller and/or its Affiliates in matters related or unrelated to this Agreement and any Related Agreements, including in respect of any indemnification claims pursuant to this Agreement and any Related Agreements (the “Future Representation”). Accordingly, Buyer hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such Future Representation as such representation may relate to Buyer.