Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP has acted as legal counsel to the Representative and its Affiliates and the Group Companies prior to the Closing in connection with the Transaction (the “Acquisition Engagement”), and that Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP intends to act as legal counsel to the Representative and its Affiliates (which will no longer include the Group Companies), and the Sellers (solely in their capacity as Sellers) after the Closing, each of Parent and the Company hereby waives, on its own behalf and agrees to cause the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP representing the Representative and/or its Affiliates or any of the Sellers (solely in their capacities as such) (collectively, the “Seller Parties”) after the Closing in any dispute with Parent or the Group Companies pursuant to this Agreement or any other Transaction Agreements or the Transactions (a “Dispute”). In addition, to the extent any attorney-client privilege attaches to confidential communications between the Representative, its Affiliates or any Group Company, on the one hand, and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP, on the other hand, solely with respect to the negotiation, documentation and consummation of the Transaction as a result of the Acquisition Engagement (“Privileged Communications”), Parent shall not, and shall cause the Group Companies not to, offer into evidence or assert such Privileged Communications against the Representative, its Affiliates or the other Seller Parties in any Legal Proceeding with respect to a Dispute; provided, however, that for the avoidance of doubt, in the event of a dispute between the Surviving Corporation or Parent or their Affiliates and a third party (other than any of the Seller Parties) after the Closing, the Surviving Corporation or Parent or their Affiliates may assert, and in no event shall the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, the attorney-client privilege to prevent disclosure of confidential communications to such third party.
