Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege Clause Samples
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreement, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement (the “Current Representation”).
(b) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between Pre-Closing Counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Acquiror and, following the Closing, with Company, it being the intention of the Parties that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions entered into by Seller in connection with the transactions contemplated by this Agreement, or to communications with any Person other than the Designated Persons; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company. Acquiror hereby agrees to, and agrees to cause Company and its Subsidiaries to after the Closing, take all steps reasonably necessary to ensure that any such privilege shall survive the Closing and shall remain in effect thereafter; provided that from and after the Closing, such privilege shall be controlled by Seller and not Company and its Subsidiaries; provided, further, however, that Seller shall not waive such attorney-client privilege without the prior written consent of Company.
(c) Acquiror acknowledges and agrees that effective upon the Closing all Excluded Information constitutes the sole and exclusive property of Seller, and neither Company, its Subsidiaries, nor Acquiror shall have any right, title or interest ...
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (a) Conflicts of Interest. Buyer acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Seller, the Company and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including the Company), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Company), and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company or Prior Company Counsel’s duty of confidentiality as to the Company and whether or not such disclosure is made before or afte...
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (a) Buyer acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“L&W”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, and the Company’s Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in connection with this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated hereby) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under this Agreement or such other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Buyer and the Surviving Corporation hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by L&W of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”) and (ii) agrees that, in the event that a Post-Closing Matter arises, L&W may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representations. Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its Affi...
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege there shall be no third-party beneficiaries of this Agreement, the Transition Services Agreement or any exhibit, annex or schedule hereto or thereto, and none of them shall confer on any Person other than the parties hereto and thereto any claim, cause of action, right or remedy.
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (Company).
Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege