Common use of Attorney Conflict Waiver Clause in Contracts

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.

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”)Closing, 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 its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP representing the Representative and/or or its Affiliates or (including any of the Sellers (solely in their capacities as such) (collectively, the “Seller Parties”Sellers) after the Closing in as such representation may relate to Parent, any dispute with Parent Group Company or the Group Companies pursuant to this Agreement or any other Transaction Agreements or the Transactions (a “Dispute”)Transaction. In addition, to the extent any all communications involving attorney-client privilege attaches to confidential communications confidences between the Representative, its Affiliates or any Group Company, on the one hand, Company and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP, on LLP in the other hand, solely with respect to course of the negotiation, documentation and consummation of the Transaction as a result of shall be deemed to be attorney-client confidences that belong solely to the Acquisition Engagement Representative and its Affiliates (“Privileged Communications”and not the Group Companies). Accordingly, Parent shall not, and shall cause the Group Companies shall not tohave access to any such communications, offer into evidence or assert such Privileged Communications against to the Representativefiles of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP relating to its engagement, its Affiliates whether or not the other Seller Parties in any Legal Proceeding with respect to a Dispute; provided, however, that for Closing shall have occurred. Without limiting 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 generality of the Seller Parties) foregoing, upon and after the Closing, (i) the Surviving Corporation or Parent or their Representative and its Affiliates may assert, (and in no event not the Group Companies) shall be the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, sole holders of the attorney-client privilege to prevent disclosure of confidential communications with respect to such third partyengagement, and none of the Group Companies shall be a holder thereof, (ii) to the extent that files of Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP in respect of such engagement constitute property of the client, only the Representative and its Affiliates (and not the Group Companies) shall hold such property rights and (iii) Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Group Companies by reason of any attorney-client relationship between Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP and any of the Group Companies or otherwise.

Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP has the Law Firms have 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”)Closing, and that Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP intends the Law Firms intend 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 its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP the Law Firms representing the Representative and/or its Affiliates or (including any of the Sellers (solely in their capacities as such) (collectively, the “Seller Parties”Equityholders) after the Closing in any dispute with Parent or as such representation may relate to the Group Companies pursuant to this Agreement or any other Transaction Agreements or the Transactions (a “Dispute”)Transactions. In addition, to the extent any all communications involving attorney-client privilege attaches to confidential communications confidences between the Representative, its Affiliates or any Group Company, on Company and the one hand, and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP, on Law Firms in the other hand, solely with respect to course of the negotiation, documentation and consummation of the Transaction as a result of Transactions, to the Acquisition Engagement extent relating to the Transactions, shall be deemed to be attorney-client confidences that belong solely to the Representative and its Affiliates (“Privileged Communications”and not the Group Companies). Accordingly, Parent shall not, and shall cause the Group Companies shall not tohave access to any such communications, offer into evidence or assert such Privileged Communications against to the Representative, files of the Law Firms relating to its Affiliates or the other Seller Parties engagement in any Legal Proceeding with respect to a Dispute; providedsuch communications, however, that for whether or not the avoidance of doubt, in Closing shall have occurred. Without limiting the event of a dispute between the Surviving Corporation or Parent or their Affiliates and a third party (other than any generality of the Seller Parties) foregoing, upon and after the Closing, (i) the Surviving Corporation or Parent or their Representative and its Affiliates may assert, (and in no event not the Group Companies) shall be the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, sole holders of the attorney-client privilege to prevent disclosure of confidential communications with respect to such third partyengagement, and none of the Group Companies shall be a holder thereof, (ii) to the extent that files of the Law Firms in respect of such engagement constitute property of the client, only the Representative and its Affiliates (and not the Group Companies) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Group Companies by reason of any attorney-client relationship between the Law Firms and any of the Group Companies or otherwise to the extent relating to the Transactions.

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 Buyer hereby waivesagrees, on its own behalf and agrees to cause on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates (including the Group Acquired Companies to waivefollowing the Closing), any conflicts that may arise in connection with (i) Pillsbury Xxxxxxxx Xxxxxx Xxxxxxx & Xxxx Xxxxxxx LLP representing the Representative and/or its Affiliates or any of the Sellers (solely in their capacities may serve 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, counsel to the extent any attorney-client privilege attaches to confidential communications between the Representative, its Affiliates or any Group CompanySelling Parties and their respective Affiliates, on the one hand, and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLPthe Acquired Companies, on the other hand, solely in connection with respect to the negotiation, documentation preparation, execution and delivery of this Agreement and the Transactions, and that, following consummation of the Transaction Transactions, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (or any successor) may serve as a result counsel to any of the Acquisition Engagement Selling Parties and their respective Affiliates or any director, member, shareholder, partner, officer or employee thereof, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation and (“Privileged Communications”), Parent ii) Buyer shall not, and shall cause the Group Acquired Companies not to, offer into evidence seek or assert have Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (or any successor) disqualified from any such Privileged Communications against the Representativerepresentation. Buyer hereby consents thereto and waives any conflict of interest arising therefrom, and Buyer shall cause any of its Affiliates (including the Acquired Companies following the Closing) to consent to or the other Seller Parties in waive any Legal Proceeding with respect to a Dispute; provided, howeverconflict of interest arising from such representation. Buyer acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that Buyer has consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.23 are intended to be for the avoidance of doubtbenefit of, 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 Closingshall be enforceable by, 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 partySelling Parties.

Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx (a) Xxxxx Lovells US LLP (“Law Firm”) has acted as legal counsel to for the Representative and Seller, its Affiliates Subsidiaries and the Group Companies prior to Company (collectively, the Closing “Company Parties”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”)) and, and that Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP intends to act in connection therewith, not as legal counsel to the Representative and for any other Person, including Purchaser or any of its Affiliates (which will no longer include including the Group Companies)Company, and the Sellers (solely in their capacity as Sellers) after following the Closing, each of Parent and ). Only the Company hereby waivesParties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, on its own behalf and agrees Law Firm shall be permitted, without the need for any future waiver or consent, 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 represent any of the Sellers Company Parties (solely in their capacities as such) (collectively, other than the “Seller Parties”Company) after the Closing in connection with any dispute with Parent or matter related to the Group Companies pursuant to matters contemplated by this Agreement or and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the Transactions agents or Affiliates of the Company Parties (a “Dispute”other than the Company). In addition, in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the extent any attorney-client privilege attaches to confidential communications Closing between the Representative, its Affiliates or any Group Companya Company Party, on the one hand, and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLPLaw Firm, on the other hand, relate to the Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to Seller, for and on behalf of the Company Parties. Neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of Law Firm, to the negotiationextent that they relate to the Acquisition Engagement, documentation and consummation whether or not the Closing occurs. Without limiting the generality of the Transaction as a result foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Acquisition Engagement Company (“Privileged Communications”following the Closing), Parent shall not, upon 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: (i) Seller, for and on behalf of the Surviving Corporation or Parent or their Affiliates may assertCompany Parties, and in no event Law Firm shall be the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, sole holders of the attorney-client privilege with respect to prevent disclosure the Acquisition Engagement, and neither Purchaser nor any of confidential communications its Affiliates, including the Company (following the Closing), shall be a holder thereof, (ii) to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such third partyproperty rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against the Company Parties.

Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP has acted as legal counsel Each of the Parties 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 this Agreement hereby waivesagrees, on its own behalf and agrees on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that (a) Xxxxx Lovells may serve as counsel to cause the Group Companies to waive, each and any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP representing the Representative and/or Equity Holder and its Affiliates or any of the Sellers (solely in their capacities as such) (individually and 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 “DisputeEquity Holder Group”). 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 LLPthe Company and its Subsidiaries, on the other hand, solely in connection with respect to the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the Transaction as a result hereby, and that, following consummation of the Acquisition Engagement Transaction hereby, Xxxxx Lovells (“Privileged Communications”)or any successor) may serve as counsel to the Equity Holder Group or any director, Parent member, shareholder, partner, officer, employee or Affiliate of the Equity Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction notwithstanding such representation and (b) Purchaser shall not, and shall cause each of the Group Companies Surviving Corporation and its Subsidiaries not to, offer into evidence seek or assert have Xxxxx Lovells (or any successor) disqualified from any such Privileged Communications against representation. Each of the RepresentativeParties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any of its Affiliates or to consent to waive any conflict of interest arising from such representation. Each of the other Seller Parties in any Legal Proceeding with respect to a Dispute; provided, howeveracknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.14 are intended to be 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.benefit of,

Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP has acted as legal counsel to Each of 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 Parties hereby waivesagrees, on its own behalf and agrees to cause the Group Companies to waiveon behalf of its directors, any conflicts managers, partners, officers, employees and Affiliates, that may arise in connection with Xxxxxxxx Sxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx Hxxxxxx LLP representing (the Representative and/or its “Legal Advisors”) may serve as counsel to the Seller Parties and their Affiliates or any of the Sellers (solely in their capacities as such) (individually and collectively, the “Seller PartiesGroup”), on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (the “Transaction Engagement”), and that, following consummation of the Transactions, either Legal Advisor (or any successor) after may serve as counsel to each and any member of the Closing Seller Group or any director, manager, partner, officer, employee or Affiliate of any member of the Seller Group, in connection with any dispute with Parent litigation, claim or the Group Companies pursuant obligation arising out of or relating to this Agreement or any other Transaction Agreements or the Transactions notwithstanding the Transaction Engagement and each of the Parties (a “Dispute”)including the Company) hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from the Transaction Engagement. In additionBxxxx agrees that, as to all communications prior to Closing among either Legal Advisor, on the one hand, and the Company, the Seller Parties, and their respective Affiliates, on the other hand, that relate in any way to the extent any Transaction Engagement, the attorney-client privilege attaches and the expectation of client confidence belongs to confidential communications between the RepresentativeSeller Parties and its Affiliates, as applicable, and may be controlled by the Seller Parties and its Affiliates and shall not pass to or any Group be claimed by Buyer or the Company, nor shall Buyer or the Company have access to the files of either Legal Advisor relating to the Transaction Engagement. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLPa third party other than a party to this Agreement or part of the Seller Group, 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 Company may assert, and in no event shall the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that none of Buyer, the Company or their Affiliates may access such confidential communications or waive such privilege without the prior written consent of Guardion. Each of Buyer and the Company hereby agrees, on its own behalf and on behalf of its directors, managers, partners, officers, employees and Affiliates, that the Legal Advisors may serve as counsel to an a D&O Indemnified Person or the Company in connection with any D&O Indemnifiable Claim. This Section 10.13 is for the benefit of the Seller Group and such Persons are intended third-party beneficiaries of this Section 10.13.

Attorney Conflict Waiver. Recognizing that Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP has acted as legal counsel Each of the Parties 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 this Agreement hereby waivesagrees, on its own behalf and agrees on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that (i) Xxxxx Lovells US LP may serve as counsel to cause the Group Companies to waive, Seller and any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP representing the Representative and/or of its Affiliates or any of the Sellers (solely in their capacities as such) (individually and 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 “DisputeGroup”). 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 LLPthe Company and its Subsidiaries, on the other hand, solely in connection with respect to the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the Transaction as a result hereby, and that, following consummation of the Acquisition Engagement Transaction hereby, such representation and any prior representation of the Company by Xxxxx Lovells US LP (“Privileged Communications”)or any successor) shall not preclude Xxxxx Lovells US LP (or any successor) from serving as counsel to the Seller Group or any director, Parent member, shareholder, partner, officer, employee or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction and (ii) Purchaser shall not, and shall cause each of the Group Companies Company and its Subsidiaries not to, offer into evidence seek or assert have Xxxxx Lovells US LP (or any successor) disqualified from any such Privileged Communications against representation based upon the Representativeprior representation of the Company by Xxxxx Lovells US LP (or any successor). Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates or to consent to waive any conflict of interest arising from such representation. Each of the other Seller Parties in any Legal Proceeding with respect to a Dispute; provided, howeveracknowledge that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.13 are intended to be for the avoidance of doubtbenefit of, in the event of a dispute between the Surviving Corporation or Parent or their Affiliates and a third party (other than any of shall be enforceable by, the Seller Parties) after Group’s counsel and its legal representatives and shall not be deemed exclusive of any other rights to which the ClosingSeller Group’s counsel is entitled whether pursuant to Law, the Surviving Corporation Contract 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 partyotherwise.

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 in connection with the negotiation, documentation and the consummation of the Transaction prior to the Closing in connection with the Transaction (the “Acquisition Transaction 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 18204139.13 227114-1002218204139.10 PG-170-2 own behalf and agrees to cause the Group Companies its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP representing the Representative and/or its Affiliates or (including any of the Sellers (solely in their capacities as such) (collectively, the “Seller Parties”Sellers) after the Closing in any dispute with Parent or as such representation may relate to the Group Companies pursuant to this Agreement or any other Transaction Agreements or the Transactions (a “Dispute”)Transaction. In addition, to the extent any all communications involving attorney-client privilege attaches to confidential communications confidences between the Representative, its Affiliates or any Group Company, on the one hand, Company and Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP, on LLP in the other hand, solely with respect to course of the negotiation, documentation and consummation of the Transaction as a result of (the Acquisition Engagement (“Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to the Representative and its Affiliates (and not the Group Companies). Accordingly, Parent shall not, and shall cause the Group Companies shall not to, offer into evidence or assert have access to any such Privileged Communications against Communications, or to the Representativefiles of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP relating to the Transaction Engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Representative and its Affiliates or (and not the other Seller Parties in any Legal Proceeding Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies shall be a Dispute; providedholder thereof, however(ii) to the extent that files of Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP in respect of such engagement constitute property of the client, that for only the avoidance Representative and its Affiliates (and not the Group Companies) shall hold such property rights and (iii) Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of doubtthe Group Companies by reason of any attorney-client relationship between Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP and any of the Group Companies or otherwise. Notwithstanding the foregoing, in the event of that a dispute arises between Parent or its Affiliates (including the Surviving Corporation or Parent or their Affiliates Company), on the one hand, and a third party (other than any of the Seller Parties) after Group Companies or the ClosingSellers, on the other hand, Parent and its Affiliates (including the Surviving Corporation or Parent or their Affiliates Company) may assert, and in no event shall the foregoing prevent the Surviving Corporation or Parent or their Affiliates from asserting, assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Parent nor any of its Affiliates (including the Surviving Company) may waive such privilege without the prior written consent of the Representative, which shall not be unreasonably withheld, conditioned or delayed.