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

Attorney-Client Privilege and Conflict Waiver. (a) Recognizing that K&L Gates LLP and Xxxxxxxxx & Xxxxxxx LLP (together, the "Covered Counsel") have acted as legal counsel to H&H Group, Seller, the Company, Newco, the Sold Subsidiaries and certain other of H&H Group's Affiliates or direct and indirect equity holders, and that the Covered Counsel intend to act as legal counsel to H&H Group and certain of H&H Group's Affiliates or direct and indirect equity holders after Closing, Buyer hereby waives, on its own behalf and agrees to cause its Affiliates (including, following Closing, Newco, the Company and any Sold Subsidiary) to waive, any conflicts that may arise in connection with (i) the Covered Counsel representing any of H&H Group, Seller, the Company, Newco, the Sold Subsidiaries and any other of H&H Group's Affiliates or direct and indirect equity holders after Closing as such representation may relate to Buyer, Newco the Company or the Sold Subsidiaries with respect to the transactions contemplated by this Agreement or any other document contemplated by this Agreement and (ii) the communication by the Covered Counsel to H&H Group or any of its Affiliates or direct or indirect equity holders of any fact known to the Covered Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with any of Buyer, Newco, the Company any Sold Subsidiary or the insurance carrier providing the R&W Policy following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.

Attorney-Client Privilege and Conflict Waiver. (a) Recognizing that K&L Gates LLP and Xxxxxxxxx & Xxxxxxx LLP (together, Each of the "Covered Counsel") have acted as legal counsel Parties to H&H Group, Seller, the Company, Newco, the Sold Subsidiaries and certain other of H&H Group's Affiliates or direct and indirect equity holders, and that the Covered Counsel intend to act as legal counsel to H&H Group and certain of H&H Group's Affiliates or direct and indirect equity holders after Closing, Buyer this Agreement hereby waivesagrees, on its own behalf and agrees on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP may serve as counsel to cause its Affiliates (including, following Closing, Newcoeach and any of the Sellers, the Company Sellers’ Representative and any Sold Subsidiary) to waivetheir respective Affiliates, any conflicts that may arise on the one hand, and the Companies and their Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (or any successor) may serve as counsel to (i) the Covered Counsel representing any of H&H Group, SellerSellers, the CompanySellers’ Representative and their respective Affiliates (other than the Companies) or any director, Newcomember, the Sold Subsidiaries and partner, officer or employee thereof, in connection with any other litigation, claim or obligation arising out of H&H Group's Affiliates or direct and indirect equity holders after Closing as such representation may relate relating to Buyer, Newco the Company this Agreement or the Sold Subsidiaries with respect to the transactions contemplated by this Agreement notwithstanding such representation, or (ii) any of the Companies with respect to any matter other document than any matter relating to this Agreement or the transactions contemplated by this Agreement and (ii) the communication by the Covered Counsel to H&H Group or any of its Affiliates or direct or indirect equity holders of any fact known to the Covered Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with any of Buyer, Newco, the Company any Sold Subsidiary or the insurance carrier providing the R&W Policy following the ClosingAgreement, and each of the disclosure Parties hereto hereby consents thereto and waives any conflict of any such fact in connection with any process undertaken for the resolution interest arising therefrom, and each of such disputeParties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

Attorney-Client Privilege and Conflict Waiver. (a) Recognizing Each Party acknowledges that K&L Gates LLP and Xxxxxxxxx & Xxxxxxx LLP (together, the "Covered Counsel"i) have acted as legal counsel to H&H Group, Seller, one or more members of the Company, Newco, the Sold Subsidiaries Seller and certain other of H&H Group's their respective Affiliates or direct and indirect equity holders, and that have retained the Covered Counsel intend Law Firms to act as legal their counsel to H&H Group and certain of H&H Group's Affiliates or direct and indirect equity holders after Closing, Buyer hereby waives, on its own behalf and agrees to cause its Affiliates (including, following Closing, Newco, the Company and any Sold Subsidiary) to waive, any conflicts that may arise in connection with (i) the Covered Counsel representing any negotiation, preparation, execution, and delivery of H&H Groupthis Agreement and each other agreement, Sellerdocument, certificate or instrument delivered pursuant to, or in connection with, this Agreement and the Company, Newco, the Sold Subsidiaries and any other consummation of H&H Group's Affiliates or direct and indirect equity holders after Closing as such representation may relate to Buyer, Newco the Company or the Sold Subsidiaries with respect to the transactions contemplated by this Agreement or any other document contemplated by this Agreement and (ii) neither Law Firm has acted as counsel for any other Person in connection with the communication negotiation, preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, other than work performed and advice provided by Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP in its capacity as Michigan regulatory counsel to OpCo Buyer (the Covered Counsel “OpCo Regulatory Work”). Each Buyer hereby (a) waives and will not assert, and will cause, after the Closing, the Company and the Company Subsidiaries, to H&H Group waive and not assert, any conflict of interest relating to either Law Firm’s representation after the Closing of the Seller or any of its Affiliates in any matter relating to this Agreement, any other agreement, document, certificate or direct instrument delivered pursuant to, or indirect equity holders of any fact known to in connection with, this Agreement or the Covered Counseltransactions contemplated by this Agreement, including in connection with any negotiationAction, arbitrationexcept conflicts of interest or Actions stemming from the OpCo Regulatory Work and (b) consents to and will cause, mediation, litigation or other proceeding in any way related to a dispute with any of Buyer, Newcoafter the Closing, the Company any Sold Subsidiary or the insurance carrier providing the R&W Policy following the Closing, and the disclosure of Company Subsidiaries, to consent to, any such fact representation, even though in connection with any process undertaken for each case (x) the resolution interests of the Seller and its Affiliates may be directly adverse to such disputeBuyer, the Company and the Company Subsidiaries or their respective Affiliates, or (y) such Law Firm may have represented the Seller, the Company and the Company Subsidiaries or their respective Affiliates in a substantially related matter.