Conflict waiver clause samples

(p) Conflict Waiver. Schulte Roth & Zabel LLP (“Schulte”) represents both Chairman and the Companies and/or certain of their affiliates in matters both related and unrelated to one another pursuant to a blanket conflict waiver. Schulte is amenable to such continuing representation at the request of both the Companies and the Chairman, as both the Companies and the Chairman (on behalf of themselves and their affiliates) have consented to such representation. Schulte has advised the Companies and the Chairman that such representation may present or involve a potential conflict of interest, and Schulte has advised the Companies and the Chairman to consider seeking independent legal representation in determining whether to consent to the conflict waiver contemplated by this Section. Schulte will be free to withdraw and advise the Companies and the Chairman to seek separate counsel. In the event of any litigation between the Companies and the Chairman, Schulte will be unable to represent either party, if in Schulte’s judgment, such litigation might involve disclosing any confidences disclosed to Schulte. Schulte is a third-party beneficiary of this Section.

19.Joint Drafting, Negotiation and Conflict Waiver. Each Party agrees that they have had an opportunity to participate in the drafting, preparation and negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form. Yilaime acknowledges that Paesano Akkashian Apkarian, P.C. (“PAA”) has disclosed to it that it is legal counsel to ATI Modular and its related-party, AmericaTowne, Inc., a Delaware corporation, and that an actual or perceived conflict of interest may exist under the Michigan Rules of Professional Conduct by virtue of the fact that Yilaime is a related party to ATI Modular. Yilaime acknowledges that PAA has thoroughly explained the conflict, and to the extent such a conflict exists, Yilaime waives the conflict.

19.Joint Drafting, Negotiation and Conflict Waiver. Each Party agrees that they have had an opportunity to participate in the drafting, preparation and negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form. ATI Modular acknowledges that Paesano Akkashian Apkarian, P.C. (“PAA”) has disclosed to it that it is legal counsel to AmericaTowne and that an actual or perceived conflict of interest may exist under the Michigan Rules of Professional Conduct by virtue of the fact that ATI Modular is a related party to AmericaTowne. ATI Modular acknowledges that PAA has thoroughly explained the conflict, and to the extent such a conflict exists, ATI Modular waives the conflict.

19.Joint Drafting, Negotiation and Conflict Waiver. Each Party agrees that they have had an opportunity to participate in the drafting, preparation and negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form. AXP DISC acknowledges that Paesano Akkashian Apkarian, P.C. (“PAA”) has disclosed to it that it is legal counsel to ATI Modular, and that an actual or perceived conflict of interest may exist under the Michigan Rules of Professional Conduct by virtue of the fact that AXP DISC is a related party to ATI Modular. AXP DISC acknowledges that PAA has thoroughly explained the conflict, and to the extent such a conflict exists, AXP DISC waives the conflict.

ii. Conflict Waiver. Each of the Company and MedMen agree that if requested by the other party, they will execute a conflict waiver with Thompson Coburn LLP and Dorgan, Butcher & Phelps LLC for land use, real estate and lobbying representation in the State of Illinois.

SECTION 7.10 JOINT DRAFTING, NEGOTIATION AND CONFLICT WAIVER. Each Party agrees that they have had an opportunity to participate in the drafting, preparation and negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form. PRM acknowledges that Paesano Akkashian Apkarian, P.C. (“PAA”) has disclosed to it that it is legal counsel to AHIT, only, and that it does not represent PRM in conjunction with this Agreement or implementation of the intended restructuring plan set forth herein, and that an actual or perceived conflict of interest may exist under the Michigan Rules of Professional Conduct by virtue of the fact that PRM is a related party to AHIT, and that PAA has disclosed that it represents PRM and Mr. Zarinegar in other unrelated matters. PRM, and its common unit holder, Mr. Zarinegar, acknowledges that PAA has thoroughly explained the conflict, and to the extent such a conflict exists, PRM waives the conflict following advice of independent counsel.

20. Conflict Waiver. Each of the Parties to this Agreement understands that Wilson Sonsini Goodrich& Rosati, Professional Corporation (“WSGR”) is serving as counsel to the Company in connection with the transactions contemplated hereby, and that discussion of such transactions with Executive could be construed to create a conflict of interest. By executing this Agreement, the Parties hereto acknowledge the potential conflict of interest and waive the right to claim any conflict of interest at a later date. Furthermore, by executing this Agreement, the Parties acknowledge that if a conflict of interest exists and any litigation arises between Executive and the Company, WSGR would represent the Company. Executive represents and warrants that he has had the opportunity to seek independent counsel in his review of this and all related agreements and that he is not relying on WSGR for any legal, tax or other advice relating to such agreements.

3.9 Conflict Waiver. Creditor hereby acknowledges that FitzGerald Yap Kreditor (“the Firm”) represents the Debtor with various legal matters and does not represent Creditor in connection with this Agreement or the contemplated transaction nor in any other respect. Creditor further acknowledges that the Firm has drafted this Agreement. Creditor has been given the opportunity to consult with counsel of its choice regarding its rights under this Agreement.

C. Conflict Waiver. Buyer and Seller acknowledge that the law firm of Hanson Bridgett LLP is preparing legal documents on behalf of both of them. Buyer and Seller further acknowledge that the law firm of Hanson Bridgett LLP has encouraged each of them to seek independent legal counsel as to the contents and legal effects of the Agreement and other documents. Each party represents and warrants to the other that if the party has waived the opportunity to seek independent legal counsel, each has done so freely, voluntarily, and without undue influence.

I. Voluntary Execution; Conflict Waiver. Each of the Executive and the Employer is signing this Agreement knowingly and voluntarily. The Executive and the Employer have been given the opportunity to consult with independent counsel of their choice regarding their rights under this Agreement.

(i)Conflict Waiver. This Agreement also constitutes notice that the Company has engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) as its legal counsel in connection with the Transaction, and you hereby: (i) consent to the continued representation of the Company by Paul Weiss in connection with the Transaction notwithstanding the fact that Paul Weiss may have represented, and may currently or in the future represent, you and/or any of your Affiliates with respect to unrelated matters; and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to Paul Weiss that may arise from its representation of the Company in connection with the Transaction, including but not limited to representing the Company and/or any of its Affiliates (or any Person acting on behalf of or in concert with such party or any such Affiliates who receives Evaluation Material from the other party and/or its Representatives) in litigation, arbitration or mediation in connection therewith. In addition, you acknowledge that your consent and waiver under this Section 15(i) is voluntary and informed, and that you have obtained independent legal advice with respect to this consent and waiver. You agree that Paul Weiss is an express third party beneficiary of this Section 15(i).

6.3 Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived in order to permit McDermott Will& Emery LLP or Jones Day to (i)evaluate whether a Party’s proposed action or actions constitute any of the actions described in clauses (i)through (ix)in Section6.2(a) or (ii)issue any Unqualified Tax Opinion to be obtained by a Party pursuant to this Article 6.

(h) Conflict Waiver. The Credit Parties hereby acknowledge that the Escrow Agent is counsel to the Lender in connection with the transactions contemplated and referred herein. The Credit Parties agree that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Lender and the Credit Parties will not seek to disqualify such counsel and waives any objection the Credit Parties might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement. The Lender and the Credit Parties acknowledge and agree that nothing in this Agreement shall prohibit Escrow Agent from: (i) serving in a similar capacity on behalf of others; or (ii) acting in the capacity of attorneys for one or more of the parties hereto in connection with any matter.

12.11Conflict Waiver.Borrower acknowledges that it has engaged FBR Capital Markets & Co. (“FBR”), a subsidiary of Lender, to serve as Borrower’s financial advisor with respect to the credit facility that Lender is extending hereunder and other financing transactions that Borrower and its current stockholders are undertaking. Borrower further acknowledges that FBR, under the terms of its engagement with Borrower, will receive compensation in connection with the closing of the credit facility hereunder, as well as in connection with the other financing transactions when they are consummated.Borrower waives any conflict that might exist as a result of FBR’s role as financial advisor with respect to the credit facility that Lender is extending hereunder, and with respect to the financing transactions for which FBR is advising Borrower.Borrower further waives any defense to payment of any portion of the compensation due to FBR in connection with the closing of the credit facility hereunder based on the relationship between FBR and Lender, as well as any defense to payment of any portion of the compensation due to FBR with respect to other financing transactions covered by Borrower’s engagement of FBR based on such relationship.

Section5.5 Qualified Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived in order to permit Qualified Tax Counsel to (i)evaluate whether a Party’s proposed action or actions constitute any of the actions described in clauses (a)through (1) in Section5.4 or (ii)issue any Unqualified Tax Opinions to be obtained by a Party pursuant to this Article V.

(e)Tax Counsel Advance Conflict Waiver. Unless prohibited by Law or the ethical rules applicable to attorneys, each of the parties hereto agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived in order to permit McDermott Will& Emery LLP to (i)evaluate whether a party’s proposed action or actions constitute any of the actions described in clauses (a)or (b) of Section2 or (ii)issue any Unqualified Tax Opinion to be obtained by a party pursuant to this Section2.