Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer and the Company further agree that, as to all communications between Xxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Person.

Conflicts and Privilege. Buyer It is acknowledged by each of the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby waives and agrees not to assertagree that, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one hand, and agrees to cause Buyer and each one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating Sellers may be directly adverse to the representationCompany, after the Closing, of the Seller or any officer, employee or director of and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLPmay be handling ongoing matters for the Company. Buyer and the Company Buyers further agree that, as to all communications between Xxxx Xxxxxxx LLPamong Dentons US LLP or its successor, the Company and Seller Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller Sellers and may be controlled by Seller, Sellers and shall not pass to or be claimed by Buyers or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or Buyers and the Company Company, on the one hand, and a Person third party other than Seller after a Sellers, on the Closingother hand, Buyers and the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Personthird party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next page.]

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee employee, director or director Affiliate of Seller or the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer and the Company further agree that, as to all communications between Xxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Person.

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee employee, director or director Affiliate of Seller or the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer and the Company further agree that, as to all communications between Xxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Person.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Conflicts and Privilege. Buyer It is acknowledged by each of the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby waives and agrees not to assertagree that, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one hand, and agrees to cause Buyer and each one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating Sellers may be directly adverse to the representationCompany, after the Closing, of the Seller or any officer, employee or director of and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLPmay be handling ongoing matters for the Company. Buyer and the Company Buyers further agree that, as to all communications between Xxxx Xxxxxxx LLPamong Dentons US LLP or its successor, the Company and Seller Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller Sellers and may be controlled by Seller, Sellers and shall not pass to or be claimed by Buyers or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or Buyers and the Company Company, on the one hand, and a Person third party other than Seller after a Sellers, on the Closingother hand, Buyers and the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such Personthird party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers.

Conflicts and Privilege. Buyer and the Company hereby waives agree that, in the event a dispute arises after the Closing between Buyer or the Company and agrees not Seller, Xxxxxxxxx Xxxxxxx LLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to assertthe Company, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of even though Xxxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute, or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigationmay be handling ongoing matters for the Company. Buyer, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer Seller and the Company further agree that, as to all communications between Xxxx Xxxxxxxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to hereinSeller Agreements. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxxxx Xxxxxxx LLP to such Person; provided, however, that the Company may not waive such privilege without the prior written consent of Seller, which consent will not be unreasonably withheld.

Conflicts and Privilege. Buyer and the Company hereby waives agree that, in the event a dispute arises after the Closing between Buyer or the Company and agrees not Seller, Xxxxxxxxx Xxxxxxx LLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to assertthe Company, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of even though Xxxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute, or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigationmay be handling ongoing matters for the Company. Buyer, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyer Seller and the Company further agree that, as to all communications between Xxxx Xxxxxxxxx Xxxxxxx LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective its rights or obligations existing under this Agreement Agreement, the other Seller Agreements and the other agreements referred to hereinCompany Agreements. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxxxx Xxxxxxx LLP to such Person; provided, however, that the Company may not waive such privilege without the prior written consent of Seller, which consent will not be unreasonably withheld.