Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The Parties agree that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”), on the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, 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 by the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx to such Third Party. (b) The Parties agree that, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.

Conflicts and Privilege. It is acknowledged by each of the Parties that the Companies, the Company Holders, and the Seller Representative have retained XxXxxxxxx Will & Xxxxx LLP (a) “XxXxxxxxx”), to act as their counsel in connection with the transactions contemplated hereby. The Parties agree Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the Purchaser or any of the Companies, on the one hand, and the Seller Representative or any of the Company Holders on the other hand, XxXxxxxxx may represent the Seller Representative and Company Holders in such dispute, even though the interests of the Seller Representative and Company Holders may be directly adverse to the Companies, and even though XxXxxxxxx may have represented one or more of the Companies in a matter substantially related to such dispute. The Purchaser further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)XxXxxxxxx, on the one handCompanies, and the Seller or the Representative and/or any Company and their respective direct and indirect equityholders and Affiliates Holders that relate in any way to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller Representative and the Company Holders and may be controlled by the Seller Representative and Company Holders and shall not pass to or be claimed by the Company from and Purchaser or the Companies after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the BuyerPurchaser and the Companies on the one hand and a third party other than the Seller Representative or any Company Holder, on the other hand, the Seller, Purchaser and the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx to such Third Party. (b) The Parties agree thatthird party; provided, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”)however, on that neither the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to Purchaser or the negotiation of this Agreement or any Related Agreement or any Companies may waive such privilege without the prior written consent of the transactions contemplated hereby Seller Representative (which consent may not be unreasonably withheld or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Partydelayed).

Conflicts and Privilege. (a) The Parties agree Buyer acknowledges that Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman represent the interests of the Seller in the transactions contemplated by this Agreement. The Buyer hereby agrees that, in the event a dispute arises after the Closing between the Buyer and the Seller, Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman may represent the Seller in such dispute even though the interests of the Seller may be directly adverse to the Buyer or to any of the Companies, and even though Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman may have represented any of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or any of the Companies. The Buyer further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)Xxxxxxx & Xxxxx LLP, on the one handCannizzo, and Seller or the Company and their respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or Stikeman, any of the transactions Companies and the Seller that relate in any way to the transaction contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller and may be controlled by Seller the Seller, and shall not pass to or be claimed or controlled by the Company from and after Buyer or any of the ClosingCompanies. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, Buyer or any of the Seller, the Company Companies and a Third Party party other than another a Party or their equityholders or Affiliates to this Agreement after the Closing, the Seller and/or the any Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman to such Third Party. (b) The Parties agree thatthird party; provided, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”)however, on that the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to or such Company may not waive such privilege without the negotiation of this Agreement or any Related Agreement or any prior written consent of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.

Conflicts and Privilege. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxx Xxxx Xxxxxxxxx US LLP (a“NRF”) The Parties agree may serve as counsel to Seller 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 contemplated hereby, and that, following consummation of the transactions contemplated hereby, NRF may serve as counsel to Seller or any director, member, partner, officer, employee or Affiliate of Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or any other matter notwithstanding such representation (or continued representation) of the Company and each of the parties hereto 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 such representation. Xxxxx further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)NRF, on the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates Seller that relate in any way to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or therebyby 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 by Buyer or the Company from and after the ClosingCompany. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party third party other than another Party or their equityholders or Affiliates a party to this Agreement after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx NRF to such Third Party. (b) The Parties agree that, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates third party; provided that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after may not waive such privilege without the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the prior written consent of Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.