Waiver of Potential Conflicts of Interest Clause Samples
The Waiver of Potential Conflicts of Interest clause allows parties to agree in advance to overlook or permit certain conflicts of interest that may arise, typically involving legal representation or business dealings. In practice, this means that a law firm or service provider may represent multiple clients whose interests could potentially conflict, provided all parties have consented to this arrangement. The core function of this clause is to facilitate ongoing relationships and transactions by preemptively addressing and managing possible conflicts, thereby reducing the risk of future disputes over impartiality or representation.
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Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17, 2021. Tenon Medical, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delawar...
Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇▇▇▇, Professional Corporation (“▇▇▇▇▇▇▇▇▇”), may have represented and may currently represent certain of the Investors. In the course of such representation, ▇▇▇▇▇▇▇▇▇ may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇▇▇▇ is representing only the Company in this transaction. Each of the Investors and the Company understands that an affiliate of ▇▇▇▇▇▇▇▇▇ may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of ▇▇▇▇▇▇▇▇▇’▇ representation of such persons and entities, ▇▇▇▇▇▇▇▇▇’▇ possession of such confidential information and the participation by ▇▇▇▇▇▇▇▇▇’▇ affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Biovest and Accentia hereby acknowledge that Accentia owns more than a majority of the outstanding capital stock of Biovest, and that certain directors, officers and employees of Biovest also have positions as officers, directors or employees of Accentia. In light of the potential conflicts of interest resulting from the interrelationship of the parties, Biovest has committed to submit this Agreement and the potential conflicts of interest arising there from to the Biovest Audit Committee. All members of the Biovest Audit Committee are independent from any relationship with Accentia. Further, Biovest has committed that the Biovest Audit Committee shall engage independent legal counsel and Accentia has also committed that it shall engage independent legal counsel because the general counsel and entire legal staff used by both Biovest and Accentia are shared resources by Biovest and Accentia. The role of general counsel and in-house legal staff of Biovest and Accentia shall be limited to initial drafting and to supporting independent legal counsel. Biovest further represents that this Agreement shall not be submitted to the full Board of Directors of Biovest unless this Agreement has been recommended by the Biovest Audit Committee. Biovest, following the recommendation of its Audit Committee and with the approval of its Board of Directors, by executing this Agreement shall be deemed to expressly acknowledge and waive the potential conflicts of interest associated with this Agreement. By execution of this Agreement the parties acknowledge to each other that each party has taken all reasonable and necessary steps to assure that all potential conflicts of interest have been fully disclosed, addressed, and fairly and completely resolved or waived.
Waiver of Potential Conflicts of Interest. The Purchaser and the Company acknowledge that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP (“▇▇▇▇▇▇ ▇▇▇▇”) may have represented and may currently represent the Purchaser. In the course of such representation, ▇▇▇▇▇▇ ▇▇▇▇ may have come into possession of confidential information relating to the Purchaser. The Purchaser and the Company acknowledge that ▇▇▇▇▇▇ ▇▇▇▇ is representing only the Company in this transaction. By executing this Agreement, the Purchaser and the Company hereby waive any actual or potential conflict of interest which has or may arise as a result of ▇▇▇▇▇▇ Dunn’s representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. The Purchaser and the Company acknowledge that Company Counsel is representing only the Company in this transaction. By executing this Agreement, the Purchaser and the Company hereby waive any actual or potential conflict of interest which has or may arise as a result of Company Counsel’s representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Buyers, for themselves and on behalf of their affiliates, successors and assigns, expressly waive any conflicts of interest or potential conflicts of interest discussed in Section 2(bb) of this Agreement and agree that the Company and its affiliates shall have no liability to any Buyer or their affiliates, successors and assigns with respect to such conflicts of interest or potential conflicts of interest.
Waiver of Potential Conflicts of Interest. Each of the Purchasers and the Company acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”) may have represented and may currently represent certain of the Purchasers. In the course of such representation, Latham may have come into possession of confidential information relating to such Purchasers. Each of the Purchasers and the Company acknowledges that ▇▇▇▇▇▇ is representing only the Company in this transaction. By executing this Agreement, each of the Purchasers and the Company hereby waives any actual or potential conflict of interest which has or may arise as a result of ▇▇▇▇▇▇’▇ representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to such Investors. Each of the Investors, and the Company acknowledges that WSGR is representing only the Company in the transactions contemplated hereunder and under the other Transaction Documents. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Note and Warrant Purchase Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities and WSGR’s possession of such confidential information. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. The Investor represents that it has had the opportunity and been advised by the Company to consult with independent counsel concerning entering into the transactions contemplated herein.
Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that WSGR may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that WSGR is representing only the Company in this transaction. Each of the Investors and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.