Common use of Company Engagements; Privileged Information Clause in Contracts

Company Engagements; Privileged Information. (a) Xxxxxx, Halter & Xxxxxxxx LLP (“Xxxxxx”) has acted as counsel for Seller and the Company (collectively, the “Xxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Xxxxxx has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Xxxxxx Clients shall be considered clients of Xxxxxx in the Sale Engagement. All communications between the Xxxxxx Clients and Xxxxxx in the course of the Sale Engagement shall be deemed to be attorney-client confidences that belong solely to Seller and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Xxxxxx relating to the Sale Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and Xxxxxx shall be the sole holders of the attorney-client privilege with respect to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of Xxxxxx in respect of the Sale Engagement constitute property of a Xxxxxx Client, only Seller shall hold such property rights, and (iii) Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between Xxxxxx and the Company or otherwise. (b) Without the need for any consent or waiver by the Company or Buyer, Xxxxxx shall be permitted to represent Seller after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx shall be permitted to represent Seller, any of its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including litigation, arbitration or other adversary proceeding) with Buyer, the Company or any of their agents under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. (c) Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx, unless Xxxxxx is specifically engaged in writing the Company, to represent the Company after Closing and either such engagement involves no conflict of interest with respect to Seller, or Seller consents in writing at the time to such engagement. Any such representation of the Company by Xxxxxx after Closing shall not affect the foregoing provisions of this Section 8.5. For example, and not by way of limitation, even if Xxxxxx is representing the Company after Closing, Xxxxxx shall be permitted simultaneously to represent Seller in any matter, including any disagreement or dispute relating thereto. Furthermore, Xxxxxx shall be permitted to withdraw from the representation of the Company in order to be able to represent or continue so representing Seller, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice.

Company Engagements; Privileged Information. (a) Xxxxxx, Halter & Xxxxxxxx LLP (“Xxxxxx”) has acted as counsel for Seller and the Company (collectively, the “Xxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Xxxxxx has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Xxxxxx Clients shall be considered clients of Xxxxxx in the Sale Engagement. All communications between the Xxxxxx Clients and Xxxxxx in the course of the Sale Engagement shall be deemed to be attorney-client confidences that belong solely to Seller and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Xxxxxx relating to the Sale Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (ia) Seller and Xxxxxx shall be the sole holders of the attorney-client privilege with respect to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (iib) to the extent that files of Xxxxxx in respect of the Sale Engagement constitute property of a Xxxxxx Client, only Seller shall hold such property rights, and (iiic) Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between Xxxxxx and the Company or otherwise. (b) Without the need for any consent or waiver by the Company or Buyer, Xxxxxx shall be permitted to represent Seller after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx shall be permitted to represent Seller, any of its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including litigation, arbitration or other adversary proceeding) with Buyer, the Company or any of their agents under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. (c) Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx, unless Xxxxxx is specifically engaged in writing the Company, to represent the Company after Closing and either such engagement involves no conflict of interest with respect to Seller, or Seller consents in writing at the time to such engagement. Any such representation of the Company by Xxxxxx after Closing shall not affect the foregoing provisions of this Section 8.5. For example, and not by way of limitation, even if Xxxxxx is representing the Company after Closing, Xxxxxx shall be permitted simultaneously to represent Seller in any matter, including any disagreement or dispute relating thereto. Furthermore, Xxxxxx shall be permitted to withdraw from the representation of the Company in order to be able to represent or continue so representing Seller, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice.

Company Engagements; Privileged Information. (a) Xxxxxx, Halter & Xxxxxxxx LLP (“Xxxxxx”) has acted as counsel for Seller and the Company (collectively, the “Xxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Xxxxxx has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Xxxxxx Clients shall be considered clients of Xxxxxx in the Sale Engagement. All communications between the Xxxxxx Clients and Xxxxxx in the course of the Sale Engagement shall be deemed to be attorney-client confidences that belong solely to Seller and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Xxxxxx relating to the Sale Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and Xxxxxx shall be the sole holders of the attorney-client privilege with respect solely related to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of Xxxxxx in respect of the Sale Engagement constitute property of a Xxxxxx Client, only Seller shall hold such property rights, and (iii) Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files solely related to the Sale Engagement to the Company or Buyer by reason of any attorney-client relationship between Xxxxxx and the Company or otherwise. (b) Without the need for any consent or waiver by the Company or Buyer, Xxxxxx shall be permitted to represent Seller after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx shall be permitted to represent Seller, any of its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including litigation, arbitration or other adversary proceeding) with Buyer, the Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. (c) Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx, unless (x) Xxxxxx is specifically engaged in writing the Companyby Buyer, to represent the Company after Closing and (y) either such engagement involves no conflict of interest with respect to Seller, or Seller consents in writing at the time to such engagement. Any such representation of the Company by Xxxxxx after Closing shall not affect the foregoing provisions of this Section 8.58.3 unless otherwise provided in Calfee’s engagement letter. For example, and not by way of limitation, even if Xxxxxx is representing the Company after Closing, Xxxxxx shall be permitted simultaneously to represent Seller in any matter, including any disagreement or dispute relating thereto. Furthermore, Xxxxxx shall be permitted to withdraw from the representation of the Company in order to be able to represent or continue so representing Seller, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice. To the extent permitted by applicable Law, each of Seller, the Company and Buyer consent to each of the arrangements specified in this Section 8.3 and waives any actual or potential conflict of interest that may be involved in connection with any representation by Xxxxxx permitted by this Section 8.3.

Company Engagements; Privileged Information. (a) Xxxxxx Representation of Xxxxxx Clients. Xxxxxx, Halter & Xxxxxxxx LLP (“Xxxxxx”) has acted as counsel for Seller and the Company (collectively, the “Xxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Xxxxxx has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Xxxxxx Clients shall be considered clients of Xxxxxx in the Sale Engagement. All communications between the Xxxxxx Clients and Xxxxxx in the course of the Sale Engagement shall be deemed to be attorney-client confidences that belong solely to Seller and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Xxxxxx relating to the Sale Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and Xxxxxx shall be the sole holders of the attorney-client privilege with respect to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of Xxxxxx in respect of the Sale Engagement constitute property of a Xxxxxx Client, only Seller shall hold such property rights, and (iii) Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between Xxxxxx and the Company or otherwise. (b) Without the need for any consent or waiver by the Company or Buyer, Xxxxxx shall be permitted to represent Seller after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Xxxxxx shall be permitted to represent Seller, any of its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including litigation, arbitration or other adversary proceeding) with Buyer, the Company or any of their agents under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. (c) Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Xxxxxx, unless Xxxxxx is specifically engaged in writing the Company, to represent the Company after Closing and either such engagement involves no conflict of interest with respect to Seller, or Seller consents in writing at the time to such engagement. Any such representation of the Company by Xxxxxx after Closing shall not affect the foregoing provisions of this Section 8.5. For example, and not by way of limitation, even if Xxxxxx is representing the Company after Closing, Xxxxxx shall be permitted simultaneously to represent Seller in any matter, including any disagreement or dispute relating thereto. Furthermore, Xxxxxx shall be permitted to withdraw from the representation of the Company in order to be able to represent or continue so representing Seller, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice.