Certain Releases and Waivers. (a) Buyer (on behalf of itself and its Affiliates) hereby irrevocably acknowledges and agrees that: (i) each of Sellers’ Representative and the Sellers shall have the right to retain Xxxxxx, Xxxx & Xxxxxxx LLP and Xxxxxx Xxxxx Xxxxxxxxx Edelman & Dicker (the “Designated Firms”) to represent its or their interests in any dispute arising under or in connection with this Agreement or any other Transaction Document, any agreement entered into pursuant to this Agreement, or the transactions contemplated hereby (a “Dispute”); (ii) Buyer (on behalf of itself and its Affiliates) irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any representation of Sellers’ Representative or any Seller by the Designated Firms in any Dispute; (iii) all communications between or among any of the Sellers, the Company, Sellers’ Representative or any of their respective Affiliates, directors, managers, officers, employees, agents or representatives, on the one hand, and one or more of the Designated Firms, on the other hand, made solely in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, any other Transaction Document or any of the transactions contemplated hereby or thereby (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications; (iv) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by Sellers’ Representative; and (v) to the extent Buyer or any of its Affiliates (including the Company) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to Sellers’ Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection.
Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt under any of the Pari Passu Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected (i) voluntarily by any Pari Passu Creditor, (ii) as a result of any Pari Passu Debt owing to such Pari Passu Creditor being Paid in Full or (iii) by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of any other Pari Passu Creditor in or to any such Collateral as security for the portion of the Pari Passu Debt owing to such other Pari Passu Creditor under the Pari Passu Note Documents.
Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any Bigger-District Creditor may have at any time in or to any Collateral as security for the Bigger-District Debt under any of the Bigger-District Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected (i) voluntarily by any Bigger-District Creditor, (ii) as a result of the Bigger-District Debt being Paid in Full or (iii) by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of Aegis in or to any such Collateral as security for the Aegis Debt under the Aegis Note Documents. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) of Aegis may have at any time in or to any Collateral as security for the Aegis Debt under any of the Aegis Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest in or to such Collateral (if any) effected (i) voluntarily by Aegis, (ii) as a result of the Aegis Debt being Paid in Full or (iii) by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of the Bigger-District Creditors in or to any such Collateral as security for the Bigger-District Debt under the Bigger-District Note Documents.
