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

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLP, Xxxxxxx & Co., Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners Law Firm and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”) has acted as legal counsel to Sellers and certain of their Affiliates, including the Target Companies and Target Subsidiaries prior to Closing, and that each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of its Affiliates after Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, from and after Closing, the Target Companies and Target Subsidiaries) to waive, any conflicts that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Sellers, their Affiliates, the Target Companies and Target Subsidiaries, on the one hand, and each of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries). Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, shall have access to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain of their Affiliates including the Target Companies and Target Subsidiaries. Without limiting the generality of the foregoing, upon and after Closing, (i) Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall be a holder thereof, (ii) to the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall hold such property rights and (iii) none of the Sellers’ Legal Advisors shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Target Companies or any Target Subsidiaries by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one hand, and the Target Companies or any Target Subsidiaries, on the other hand, or otherwise.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLP, Xxxxxxx & Co., Xxxxxx e Advogados, NautaDutilhTrench, Xxxxx e Xxxxxxxx Advogado, McGuireWoods LLP, Xxxxxx N.V., Radványi & Partners Law Firm Group and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”) has acted as legal counsel to Sellers and certain of their Affiliates, including the Target Companies and Target Subsidiaries Companies, prior to the Closing, and that each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of its their Affiliates after the Closing, Buyers hereby waive, on their own behalf, and agree to cause its their Affiliates (including, from and after the Closing, the Target Companies and Target SubsidiariesCompanies) to waive, any conflicts that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their any Seller or any of its Affiliates after the Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, either Buyer or either Company or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Sellers, their Affiliates, Affiliates and the Target Companies and Target SubsidiariesCompanies, on the one hand, and each of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not the Target Companies or any Target Subsidiarieseither Company). Accordingly, Buyers Xxxxxx agree that, following the Closing, none neither of them, nor any Target Company nor any Target Subsidiaryneither Company, nor any of their Affiliates, shall have access to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain any Seller or any of their Affiliates its Affiliates, including the Target Companies and Target SubsidiariesCompanies. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and their Affiliates (and not the Target Companies or any Target Subsidiarieseither Company) shall be the sole holders of the attorney-client privilege with respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries Company shall be a holder thereof, (ii) to the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies or any Target Subsidiarieseither Company) shall hold such property rights and (iii) none of the Sellers’ Legal Advisors shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Target Companies or any Target Subsidiaries either Company by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one hand, and the Target Companies or any Target Subsidiarieseither Company, on the other hand, or otherwise.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx XxXxxxxxx Xxxx & Xxxxx LLP, Xxxxxxx & Co., Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners Law Firm and Groom Law Group LLP (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal AdvisorSeller Counsel”) has acted as legal counsel to Sellers represented Seller and certain of their Affiliates, including Seller Parent in connection with the Target Companies transactions contemplated by this Agreement and Target Subsidiaries prior to Closing, the other Transaction Documents. Buyer agrees and acknowledges that each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of neither it nor its Affiliates after Closingor Representatives will seek to have Seller Counsel disqualified from representing Seller, Buyers hereby waive, on Seller Parent or their own behalf, and agree to cause its respective Affiliates or Representatives in any dispute (including, from and after Closing, the Target Companies and Target Subsidiarieswhether in contract or tort) to waive, any conflicts that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyersbetween Seller, the Target Companies and Target SubsidiariesSeller Parent, or the transactions contemplated herein (including in respect any of litigation). In addition, all communications involving attorney-client confidences between their respective Affiliates or among Sellers, their Affiliates, the Target Companies and Target SubsidiariesRepresentatives, on the one hand, and each of Sellers’ Legal AdvisorBuyer or its Affiliate or Representatives, on the other hand, in based upon, arising out of or related to this Agreement or the course of the negotiation, documentation and consummation other Transaction Documents or any of the transactions contemplated hereby or otherwise shall be deemed thereby (including in relation to be attorney-client confidences that belong solely to Sellers the Business, the Acquired Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities), in whole or in part, and their Affiliates (and not the Target Companies Seller or any Target Subsidiaries). Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, Seller Parent shall have access the right to decide whether or not to waive any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain of their Affiliates including the Target Companies and Target Subsidiaries. Without limiting the generality of the foregoing, upon and after Closing, (i) Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall be the sole holders of the attorney-client privilege with respect that may apply to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall be a holder thereof, (ii) to the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies communications between Seller or any Target Subsidiaries) shall hold such property rights and (iii) none of the Sellers’ Legal Advisors shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Target Companies or any Target Subsidiaries by reason of any attorney-client relationship between each Sellers’ Legal AdvisorSeller Parent, on the one hand, and the Target Companies or any Target SubsidiariesSeller Counsel, on the other hand. Buyer further agrees that, as to all pre-Closing privileged or otherwise protected materials relating to the Business, the Acquired Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities, or otherwiserelating to Seller, Seller Parent and their Affiliates, including materials protected by the attorney-client privilege, work product, the expectation of client confidence and all other rights to any applicable privilege or immunity are hereby deemed the sole property of Seller, Seller Parent or such Affiliate, as applicable, and shall only be controlled, reviewed, utilized or otherwise accessed by thereby and shall not pass to or be claimed by Buyer on any ground, including waiver.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLPXxxx, Xxxxxxx Xxxx & Co.Xxxxxxxxx, Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners P.A. (the “Law Firm and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal AdvisorFirm”) has acted represented the Company and its Subsidiary in connection with this Agreement and the Transactions (the “Transaction Engagement”) and in connection with the Transaction Engagement, not as legal counsel to Sellers and certain of their Affiliatesfor any other Person, including the Target Companies and Target Subsidiaries prior to ClosingPurchaser. The Parties agree that Purchaser shall not, and that each Sellers’ Legal Advisor intends shall not cause the Shareholders or any member of the Company and its Subsidiary to, seek to act as legal counsel to Sellers and certain of its Affiliates after Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, have the Law Firm disqualified from and after Closing, representing the Target Companies and Target Subsidiaries) to waive, Shareholders in connection with any conflicts dispute that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Sellers, their Affiliates, the Target Companies and Target Subsidiariesany Shareholders, on the one hand, and each of Sellers’ Legal AdvisorPurchaser, the Company and its Subsidiary or their respective Affiliates, on the other hand, in connection with this Agreement or the Transactions. Further, notwithstanding that the Company and its Subsidiary is or was a client of the Law Firm, upon and after the Closing, all communications between any member of the Company and its Subsidiary and the Law Firm in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise Transaction Engagement shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (the Shareholders and not the Target Companies Company and its Subsidiary or Purchaser; provided, however, that the Shareholders and the Shareholders Representative shall use commercially reasonable efforts to prevent disclosure of such communications, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Target Subsidiaries)such communications. Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, Purchaser shall not have access to any such communications, or to the files of any of Sellers’ Legal Advisors the Law Firm relating to their respective engagements with Sellers and certain the Transaction Engagement; provided, however, that the foregoing shall not prohibit Purchaser or Parent from seeking proper discovery of their Affiliates including the Target Companies and Target Subsidiariessuch documents. Without limiting the generality of the foregoing, notwithstanding that the Company and its Subsidiary was a client, in the Transaction Engagement or otherwise, upon and after the Closing: (a) subject to the confidentiality obligations of the Shareholders under Section 7.3, the Shareholders Representative (i) Sellers and their Affiliates (and not the Target Companies or any Target SubsidiariesShareholder) shall be have the sole holders of right to decide whether or not to waive the attorney-client privilege that may apply to any communications between a member of the Company and its Subsidiary and the Law Firm that occurred prior to the Closing in connection with respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall be a holder thereofTransaction Engagement, (iib) to the extent that files of any of Sellers’ Legal Advisors the Law Firm in respect of such engagement the Transaction Engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) Shareholders shall hold such property rights rights, and (iiic) none of the Sellers’ Legal Advisors Law Firm shall have any no duty whatsoever to reveal or disclose any such attorney-client communications or files arising out of or relating to the Target Companies Transaction Engagement to the Company and its Subsidiary, Purchaser or any Target Subsidiaries of their respective Affiliates by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one handLaw Firm and the Company and its Subsidiary or otherwise. If the Shareholders so desire, and without the Target Companies need for any consent or waiver by the Company and its Subsidiary or Purchaser, the Law Firm shall be permitted to represent such Shareholders after the Closing in connection with any matter, including anything related to the Transactions. Without limiting the generality of the foregoing sentence, after the Closing, the Law Firm shall be permitted to represent the Shareholders, any of their respective affiliates, Family, or representatives, or any Target Subsidiariesone or more of them, on the other handin connection with any negotiation, transaction, or otherwisedispute (“dispute” includes litigation, arbitration, or other adversarial proceedings) with Purchaser, the Company and its Subsidiary, or any of their respective Affiliates under or relating to this Agreement and the Transactions, such as claims for indemnification and disputes involving other agreements entered into in connection with this Agreement and the Transactions. Upon and after the Closing, the Company and its Subsidiary shall cease to have any attorney-client relationship with the Law Firm, unless the Law Firm is specifically engaged in writing following the Closing by an authorized representative of the Company and its Subsidiary to represent it and either such engagement involves no conflict of interest with respect to the Shareholders or the Shareholders consent in writing at the time to such engagement. Any such representation by the Law Firm after the Closing will not affect the provisions of this Section 11.17. For example, and not by way of limitation, even if the Law Firm is engaged by an authorized representative of the Company and its Subsidiary after the Closing, the Law Firm shall be permitted to simultaneously represent the Shareholders in any matter, including any disagreement or dispute relating thereto. Each of the Parties consent to the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Law Firm of one Party in a dispute against another Party.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLPXxxx, Xxxxxxx Xxxx & Co.Xxxxxxxxx, Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners P.A. (the “Law Firm and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal AdvisorFirm”) has acted represented the Company and its Subsidiary in connection with this Agreement and the Transactions (the “Transaction Engagement”) and in connection with the Transaction Engagement, not as legal counsel to Sellers and certain of their Affiliatesfor any other Person, including the Target Companies and Target Subsidiaries prior to ClosingPurchaser. The Parties agree that Purchaser shall not, and that each Sellers’ Legal Advisor intends shall not cause the Shareholders or any member of the Company and its Subsidiary to, seek to act as legal counsel to Sellers and certain of its Affiliates after Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, have the Law Firm disqualified from and after Closing, representing the Target Companies and Target Subsidiaries) to waive, Shareholders in connection with any conflicts dispute that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Sellers, their Affiliates, the Target Companies and Target Subsidiariesany Shareholders, on the one hand, and each of Sellers’ Legal AdvisorPurchaser, the Company and its Subsidiary or their respective Affiliates, on the other hand, in connection with this Agreement or the Transactions. Further, notwithstanding that the Company and its Subsidiary is or was a client of the Law Firm, upon and after the Closing, all communications between any member of the Company and its Subsidiary and the Law Firm in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise Transaction Engagement shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (the Shareholders and not the Target Companies Company and its Subsidiary or Purchaser; provided, however, that the Shareholders and the Shareholders Representative shall use commercially reasonable efforts to prevent disclosure of such communications, including, but not limited to, attorney-client privileges and work product protections, associated with or arising from any Target Subsidiaries)such communications. Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, Purchaser shall not have access to any such communications, or to the files of any of Sellers’ Legal Advisors the Law Firm relating to their respective engagements with Sellers and certain the Transaction Engagement; provided, however, that the foregoing shall not prohibit Purchaser from seeking proper discovery of their Affiliates including the Target Companies and Target Subsidiariessuch documents. Without limiting the generality of the foregoing, notwithstanding that the Company and its Subsidiary was a client, in the Transaction Engagement or otherwise, upon and after the Closing: (a) subject to the confidentiality obligations of the Shareholders under Section 7.3, the Shareholders Representative (i) Sellers and their Affiliates (and not the Target Companies or any Target SubsidiariesShareholder) shall be have the sole holders of right to decide whether or not to waive the attorney-client privilege that may apply to any communications between a member of the Company and its Subsidiary and the Law Firm that occurred prior to the Closing in connection with respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall be a holder thereofTransaction Engagement, (iib) to the extent that files of any of Sellers’ Legal Advisors the Law Firm in respect of such engagement the Transaction Engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) Shareholders shall hold such property rights rights, and (iiic) none of the Sellers’ Legal Advisors Law Firm shall have any no duty whatsoever to reveal or disclose any such attorney-client communications or files arising out of or relating to the Target Companies Transaction Engagement to the Company and its Subsidiary, Purchaser or any Target Subsidiaries of their respective Affiliates by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one handLaw Firm and the Company and its Subsidiary or otherwise. If the Shareholders so desire, and without the Target Companies need for any consent or waiver by the Company and its Subsidiary or Purchaser, the Law Firm shall be permitted to represent such Shareholders after the Closing in connection with any matter, including anything related to the Transactions. Without limiting the generality of the foregoing sentence, after the Closing, the Law Firm shall be permitted to represent the Shareholders, any of their respective affiliates, Family, or representatives, or any Target Subsidiariesone or more of them, on the other handin connection with any negotiation, transaction, or otherwisedispute (“dispute” includes litigation, arbitration, or other adversarial proceedings) with Purchaser, the Company and its Subsidiary, or any of their respective Affiliates under or relating to this Agreement and the Transactions, such as claims for indemnification and disputes involving other agreements entered into in connection with this Agreement and the Transactions. Upon and after the Closing, the Company and its Subsidiary shall cease to have any attorney-client relationship with the Law Firm, unless the Law Firm is specifically engaged in writing following the Closing by an authorized representative of the Company and its Subsidiary to represent it and either such engagement involves no conflict of interest with respect to the Shareholders or the Shareholders consent in writing at the time to such engagement. Any such representation by the Law Firm after the Closing will not affect the provisions of this Section 11.17. For example, and not by way of limitation, even if the Law Firm is engaged by an authorized representative of the Company and its Subsidiary after the Closing, the Law Firm shall be permitted to simultaneously represent the Shareholders in any matter, including any disagreement or dispute relating thereto. Each of the Parties consent to the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Law Firm of one Party in a dispute against another Party.

Attorney-Client Privilege and Conflict Waiver. Recognizing Blank Rome LLP has represented the Sellers, the Company and its Subsidiary. The Parties agree that each of Hunton Xxxxxxx Xxxxx LLP, Xxxxxxx & Co., Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners Law Firm and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”a) has acted as legal counsel to Sellers and certain of their Affiliates, including the Target Companies and Target Subsidiaries prior to ClosingParent shall not, and that each Sellers’ Legal Advisor intends shall not cause the Surviving Corporation or its Subsidiary to, seek to act as legal counsel to have Blank Rome LLP disqualified from representing the Sellers and certain of its Affiliates after Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, from and after Closing, the Target Companies and Target Subsidiaries) to waive, in connection with any conflicts dispute that may arise between the Sellers and the Parent, the Surviving Corporation or its Subsidiary in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, this Agreement or the transactions contemplated herein hereunder, and (including b) in respect of litigation). In addition, all communications involving attorney-client confidences connection with any dispute that may arise between or among Sellers, their Affiliatesthe Sellers and the Parent, the Target Companies and Target SubsidiariesSurviving Corporation or its Subsidiary, on the one hand, and each of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not the Target Companies Parent, the Surviving Corporation or any Target Subsidiaries). Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target its Subsidiary, nor any of their Affiliates, shall ) in connection with this Agreement or the transactions contemplated hereunder will have access the right whether or not to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain of their Affiliates including the Target Companies and Target Subsidiaries. Without limiting the generality of the foregoing, upon and after Closing, (i) Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall be the sole holders of waive the attorney-client privilege with respect that may apply to such engagementsany communications between the Company and its Subsidiary on the one hand and Blank Rome LLP on the other hand that occurred prior to the Closing. Parent, for itself, the Surviving Corporation and its Subsidiary, and neither the Target Companies nor for its and such respective Persons’ Affiliates, successors and assigns, irrevocably acknowledges and agrees that all communications between any of Target Subsidiaries shall be a holder thereofthe Sellers, (ii) the Company and its Subsidiary, and Blank Rome LLP made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or proceeding arising under or in connection with this Agreement or transactions contemplated hereunder that, immediately prior to the extent that files Closing, would be deemed to be privileged communications of any of the Sellers’ Legal Advisors , the Surviving Corporation, its Subsidiary and Blank Rome LLP and would not be subject to disclosure to Parent in respect of such engagement constitute property of connection with any process relating to a dispute arising under or in connection with, this Agreement or transactions contemplated hereunder, shall continue after the client, only Closing and for all purposes be deemed to be privileged communications between the Sellers and their Affiliates (Blank Rome LLP and neither Parent nor any Person purporting to act on behalf of or through Parent shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications, belongs to the Surviving Corporation or its Subsidiary, and not the Target Companies or any Target Subsidiaries) shall hold such property rights and (iii) none of the Sellers’ Legal Advisors shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Target Companies or any Target Subsidiaries by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one hand, and the Target Companies or any Target Subsidiaries, on the other hand, or otherwise.