Common use of Attorney-Client Privilege and Conflict Waiver Clause in Contracts

Attorney-Client Privilege and Conflict Waiver. (a) It is acknowledged by each of the Parties that the Acquired Entities (until the Closing) and Seller (until and after the Closing) have retained Xxxxxxx Xxxxxx LLP (the “Legal Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that the Legal Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party to this Agreement or Person has the status of a client of Legal Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including after the Closing, the Acquired Entities) and Seller or any of its Affiliates (including, prior to the Closing, the Acquired Entities), the Legal Counsel may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Acquired Entities), and even though the Legal Counsel may have represented the Acquired Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Entities, and each of Buyer and Seller hereby waive, on behalf of themselves and each of their Affiliates: (a) any claim they have or may have that Legal Counsel has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Acquired Entities) on the one hand, and Seller or any of its Affiliates on the other hand, Legal Counsel may represent Seller in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Acquired Entities), the Acquired Entities, or Seller and even though the Legal Counsel may have represented Seller or the Acquired Entities in a matter substantially related to such dispute or may be handling ongoing matters for Seller or any of the Acquired Entities.

Attorney-Client Privilege and Conflict Waiver. (a) It is acknowledged by Debevoise & Xxxxxxxx LLP (“Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall not, and shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the Parties that the Acquired Entities (until the Closing) foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and Seller (until and after the Closing) have retained Xxxxxxx Xxxxxx LLP (the “Legal Counsel”) to act as their counsel representatives in connection with the transactions contemplated hereby and any dispute that the Legal Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party may arise out of or relate to this Agreement or Person the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each of the status foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has a client of Legal Counsel for conflict of interest or any other purposes as is otherwise precluded from engaging in such a result thereof. Buyer hereby agrees thatrepresentation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates (including after the Closing, the Acquired Entities) and Seller or any of its Affiliates (including, prior to the Closing, the Acquired Entities), the Legal Counsel may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate Person(s) may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Acquired Entities), Transferred Company and even though the Legal Seller Counsel may have represented any of the Acquired Entities Target Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Entities, and each of Buyer and Seller hereby waive, on behalf of themselves and each of their Affiliates: (a) any claim they have or may have that Legal Counsel has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bB) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Acquired Entities) on the one hand, and Seller or any of its Affiliates on the other hand, Legal Counsel may represent Seller Buyer or its Affiliates in such dispute even though the interest interests of any such party Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any of its Affiliates (including after communications between the Target Companies and Seller Counsel that occurred before the Closing. Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the Acquired Entities)implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, the Acquired Entities, or Seller and even though the Legal Counsel may have represented Seller or the Acquired Entities in a matter substantially related Buyer and Seller’s consent with respect to such dispute or may be handling ongoing matters for Seller or any of the Acquired Entitiesthis waiver is fully informed.

Attorney-Client Privilege and Conflict Waiver. (a) ​​​​​​​ It is acknowledged by each of the Parties that the Acquired Entities Company (until the Closing) and Seller (until and after the Closing) have retained Xxxxxxx Xxxxxx LLP (the “Legal Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that the Legal Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party to this Agreement or Person has the status of a client of Legal Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including after the Closing, the Acquired EntitiesCompany) and Seller or any of its Affiliates (including, prior to the Closing, the Acquired EntitiesCompany), the Legal Counsel may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Acquired EntitiesCompany), and even though the Legal Counsel may have represented the Acquired Entities Company in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired EntitiesCompany, and each of Buyer and Seller hereby waive, on behalf of themselves and each of their Affiliates: (a) any claim they have or may have that Legal Counsel has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Acquired EntitiesCompany) on the one hand, and Seller or any of its Affiliates on the other hand, Legal Counsel may represent Seller in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Acquired EntitiesCompany), the Acquired EntitiesCompany, or Seller and even though the Legal Counsel may have represented Seller or the Acquired Entities Company in a matter substantially related to such dispute or may be handling ongoing matters for Seller or any of the Acquired EntitiesCompany.

Attorney-Client Privilege and Conflict Waiver. (a) It is acknowledged by each of the Parties that the Acquired Entities (until the Closing) Seller and Seller (until and after the Closing) its Affiliates have retained Xxxxxxx Xxxxxx LLP (the “Legal Counsel”) Xxxxx Day to act as their its counsel in connection with the transactions contemplated hereby Transactions and that the Legal Counsel Xxxxx Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party to this Agreement or Person has the status of a client of Legal Counsel for conflict of interest or any other purposes as a result thereofTransactions. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including after the Closing, the Acquired Entities) and Seller or any of its Affiliates (includingin respect of the Transactions, prior to any Transaction Agreement or the Closingnegotiation thereof, the Acquired Entities), the Legal Counsel Xxxxx Day may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including after the Closing, the Acquired Entities), and even though the Legal Counsel Xxxxx Day may have represented the Acquired Entities Company in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Entitiesdispute, and each of Buyer and Seller Purchaser hereby waivewaives, on behalf of themselves and each of their its Affiliates: (a) , any claim they have or may have that Legal Counsel has a conflict of interest in connection with such representation by Xxxxx Day. Purchaser further agrees that, as to all communications, whether written or is otherwise prohibited from engaging in such representationelectronic, among Xxxxx Day and Seller and its Affiliates, and all files attorney notes, drafts or other NAI-1502820106v1 documents that relate in any way to the Transactions and that predate the Closing, the attorney-client privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong to Seller (bor its Affiliates, as appropriate) agree thatand will be controlled by Seller (or its Affiliates, as appropriate) and, subject to the following sentence, will not pass to or be claimed by Purchaser or the Business following the Closing. Purchaser will take, and to cause its respective Affiliates to take, all steps reasonably necessary to implement the intent of this ‎Section 11.14(a). Notwithstanding the foregoing, in the event that a dispute arises after between the Closing between Buyer Purchaser or any of its Affiliates (including after the ClosingCompany, the Acquired Entities) on the one hand, and any third party that is not Seller or any an Affiliate of its Affiliates Seller, on the other hand, Legal Counsel may represent Seller in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, Purchaser and/or the Acquired Entities), Company may assert the Acquired Entities, or Seller and even though the Legal Counsel may have represented Seller or the Acquired Entities in a matter substantially related attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Day to such dispute or third party; provided, however, that Purchaser and/or the Company may be handling ongoing matters for Seller or any not waive such privilege without the prior written consent of the Acquired EntitiesSeller.