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

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees, and Affiliates, that (i) Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP has acted as counsel to the DMK Stockholders and DMK, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. Axxxxx agrees, and shall cause the Surviving Corporation to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successor) (the “DMK Law Firm”) shall not preclude DMK Law Firm from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK Stockholders, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) Adamis shall not, and shall cause the Surviving Corporation not to, seek or have DMK Law Firm disqualified from any such representation based on the prior representation of DMK by DMK Law Firm. 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 to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges 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 10.11(a) shall not be deemed exclusive of any other rights to which DMK Law Firm is entitled whether pursuant to law, contract, or otherwise. 62

Conflict Waiver; Attorney-Client Privilege. (a) Each of the Parties hereto Party acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees, employees and Affiliates, that that: (i) Nxxxxx Xxxxxxx Xxxxx Kxxxxxxxxx Txxxxxxx & Sxxxxxxxxxx Sxxxxxxx LLP (“KTS”) has acted as counsel to the DMK Stockholders Company and DMK, the Sellers in connection with the negotiation, preparation, execution, execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Axxxxx Buyer agrees, and shall cause the Surviving Corporation Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successor) (the “DMK Law Firm”) KTS shall not preclude DMK Law Firm KTS from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK StockholdersSellers, in connection with any litigation, claim, claim or obligation arising out of or relating to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby; and (ii) Adamis Buyer shall not, and shall cause the Surviving Corporation Company not to, seek or have DMK Law Firm KTS disqualified from any such representation based on the prior representation of DMK the Company by DMK Law FirmKTS. Each of the Parties hereto Party hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have such Party has consulted with counsel or have has been advised they should do so in connection herewith. The covenants, consent, consent and waiver contained in this Section 10.11(a9.13(a) shall not be deemed exclusive of any other rights to which DMK Law Firm KTS is entitled whether pursuant to law, contract, contract or otherwise. 62.

Conflict Waiver; Attorney-Client Privilege. Each of Parent and Merger Sub (on behalf of itself and its Affiliates, including the Surviving Entity) hereby irrevocably acknowledges and agrees that: (a) Each each of the Parties hereto acknowledges Securityholders’ Representative and agreesthe Participating Securityholders shall have the right to retain Mintz, on its own behalf Levin, Cohn, Ferris, Glovsky and on behalf of its directorsPopeo, managers, members, shareholders, partners, officers, employees, P.C. (“Xxxxx Xxxxx”) or Outside GC LLC (“Outside GC”) to represent their respective interests in any dispute arising between them and Affiliates, that (i) Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP has acted as counsel to the DMK Stockholders and DMK, parties under or in connection with the negotiation, preparation, execution, and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. Axxxxx agrees, and shall cause the Surviving Corporation to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successor) (the “DMK Law Firm”) shall not preclude DMK Law Firm from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK Stockholders, in connection with any litigation, claim, or obligation arising out of or relating to this Ancillary Agreement or the transactions contemplated hereby or thereby (a “Dispute”) and (b) each of Parent and Merger Sub (on behalf of itself and its Affiliates, including the Surviving Entity) irrevocably waives, consents to and covenants not to assert any objection based on conflict of interest to any representation of the Securityholders’ Representative or any Participating Securityholder by Xxxxx Xxxxx or Outside GC in any Dispute. Parent and the Company also further agree that, as to all communications prior to the Closing between either of Xxxxx Xxxxx or Outside GC and the Company or any of the Company’s Subsidiaries, to the extent pertaining to the Transactions Contemplated by this Agreement or the Ancillary Agreements, the attorney-client privilege and the expectation of client confidence belongs to the Participating Securityholders and may be controlled by the Securityholders’ Representative and will not pass to or be claimed by Parent, the Surviving Entity or any of the Company’s Subsidiaries or any of their respective Affiliates (it being understood that any attorney-client privilege and expectation of client confidence applicable to communications other than those set forth in this sentence shall remain with the Surviving Entity or the applicable Company Subsidiary and in such case the Surviving Entity or any of the Surviving Entity’s Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Xxxxx or Outside GC to the applicable Third Party). The parties acknowledge and agree that this Section 10.15 shall not limit or otherwise prohibit Parent’s ability to (i) compel discovery of information that is not subject to an attorney-client privilege in the event that such information is relevant to a dispute that arises after the Closing, or (ii) Adamis shall not, and shall cause in the event that Parent or the Surviving Corporation not to, seek Entity receives a subpoena or have DMK Law Firm disqualified from any such representation based on the prior representation of DMK by DMK Law Firm. 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 to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges 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 10.11(a) shall not be deemed exclusive of any other rights to which DMK Law Firm is entitled whether discovery request pursuant to lawLaw that calls for the search for documents that may include such communications, contract, or otherwise. 62comply with its legal obligations.

Conflict Waiver; Attorney-Client Privilege. All communications between Company or Sellers, on the one hand, and Xxxxxx Xxxxxxxxx LLP, on the other hand, that are attorney-client privileged and that solely relate to the negotiation, documentation, and consummation of the Transactions shall be deemed to be attorney client confidence and communications (collectively, “Attorney-Client Communications”) that belong solely to Sellers after the Closing, and may be waived only by Sellers’ Representative. Absent the written consent of the Sellers’ Representative, neither Buyer, Buyer’s Affiliates, or any Person acting on their behalf shall have a right to access Attorney-Client Communications after the Closing (provided that inadvertent access to Attorney-Client Communications not segregated and removed by Company prior to Closing shall not be a violation of this provision as long as such access is terminated promptly upon discovery) and neither Buyer nor Company shall assert that the attorney-client privilege was waived due to the inadvertent transfer of Attorney-Client Communications after the Closing (either because they were included in the computer server(s) of the Company or were otherwise within the records of the Company after the Closing). Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (including Company), on the one hand, and a third party, on the other hand, Buyer and its Affiliates (including Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates (including Company) may waive such privilege to the extent it applies to the Attorney-Client Communications without the prior written consent of Sellers’ Representative. In the event that Buyer or any of its Affiliates (including Company) is legally required by an order or otherwise legally required to access or obtain a copy of all or a portion of the Attorney-Client Communications, Buyer shall notify Sellers’ Representative in writing (to the extent legally permissible) so that Sellers’ Representative can seek a protective order, but solely to the extent (a) Each permitted by applicable Law and (b) advisable in the opinion of the Parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees, and Affiliates, that (i) Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP has acted as counsel to the DMK Stockholders and DMK, in connection with the negotiation, preparation, execution, and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyBuyer’s counsel. Axxxxx Buyer agrees, and shall cause the Surviving Corporation Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx Xxxxxx Xxxxxxxxx LLP (or any successor) (the “DMK Law Firm”) shall not preclude DMK Law Firm Xxxxxx Xxxxxxxxx LLP from serving as counsel to the DMK Stockholders Sellers or any director, manager, member, shareholder, partner, officer, officer or employee of DMK and the DMK StockholdersSellers, in connection with any litigation, claim, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) Adamis hereby. Buyer shall not, and shall cause the Surviving Corporation Company not to, seek or have DMK Seller Group Law Firm disqualified from any such representation based on the prior representation of DMK the Company by DMK Law FirmXxxxxx Xxxxxxxxx LLP. Each of the Parties parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent, consent and waiver contained in this Section 10.11(a) 7.17 shall not be deemed exclusive of any other rights to which DMK Law Firm Xxxxxx Xxxxxxxxx LLP is entitled whether pursuant to law, contract, contract or otherwise. 62This Section 7.17 is intended for the benefit of, and shall be enforceable by, Xxxxxx Xxxxxxxxx LLP. This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior written consent of Xxxxxx Xxxxxxxxx LLP.

Conflict Waiver; Attorney-Client Privilege. Recognizing that (ai) Each The West Firm, PLLC has acted as legal counsel to Beyond6, its Subsidiaries (including ANG), certain Company Holders and certain of their respective Affiliates prior to Execution Date, and that The West Firm, PLLC intends to act as legal counsel to certain Company Holders and their respective Affiliates (which will no longer include Beyond6 and its Subsidiaries) after the Parties hereto acknowledges Closing, and agreesthat (ii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to Beyond6, its Subsidiaries (including ANG), certain Company Holders, including the Stockholders’ Representative, and certain of their respective Affiliates prior to Execution Date, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to such Company Holders, including the Stockholders’ Representative, and their respective Affiliates (which will no longer include Beyond6 and its Subsidiaries) after the Closing, each of Parent, Sub and Beyond6 hereby waives, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employeesbehalf, and agrees to cause its Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that (i) Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP has acted as counsel to the DMK Stockholders and DMK, may arise in connection with The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx, LLP representing any Company Holders or their respective Affiliates after the negotiationClosing as such representation may relate to Parent, preparationSub, executionBeyond6, the Surviving Corporation and delivery of its Subsidiaries or the transactions contemplated by this Agreement and the Ancillary Agreements other Transaction Documents. In addition, all communications involving attorney-client confidences between any Company Holder, Beyond6 and its Subsidiaries and their respective Affiliates, on the one hand, and The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, on the other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement and thereby. Axxxxx agreesthe other Transaction Documents shall be deemed to be attorney-client confidences that belong solely to the Company Holders and their respective Affiliates (and not Beyond6, and shall cause the Surviving Corporation or their respective Subsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall not have access to agreeany such communications or to the files of The West Firm, thatPLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, following from and after the Effective Time, (a) the Company Holders and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of The West Firm, PLLC or Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only the Company Holders and their respective Affiliates (and not the Surviving Corporation and its Subsidiaries) shall hold such property rights and (c) Neither The West Firm, PLLC nor Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any of its Subsidiaries by reason of any attorney-client relationship between The West Firm, PLLC, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, Beyond6, the Company Holders or any of their respective Affiliates or otherwise. Notwithstanding the foregoing, none of the Surviving Corporation or any of its Subsidiaries is waiving any attorney-client privilege (including relating to the negotiation, documentation and consummation of the transactions contemplated hereby, such representation and any prior representation of by the Company by Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (or any successorTransaction Documents) (the “DMK Law Firm”) shall not preclude DMK Law Firm from serving as counsel to the DMK Stockholders or any director, manager, member, shareholder, partner, officer, or employee of DMK and the DMK Stockholders, in connection with any third-party litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) Adamis shall not, and shall cause the Surviving Corporation not to, seek or have DMK Law Firm disqualified from any such representation based on the prior representation of DMK by DMK Law Firm. 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 to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges 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 10.11(a) shall not be deemed exclusive of any other rights to which DMK Law Firm is entitled whether pursuant to law, contract, or otherwise. 62.