Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. It is acknowledged by all of the Parties (including the Buyer) that the Seller and Company have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP to act as their counsel in connection with the Transactions and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have not acted as counsel for any other Person in connection with the Transactions and that no other party or Person has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) hereby agrees that, in the event that a dispute arises between the Buyer or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP may represent Seller or any such Affiliate in such dispute even though the interests of the Seller or such Affiliate may be directly adverse to the Buyer, the Company (after the Closing) or any of their respective Affiliates and even though DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP may have represented the Seller and the Company in a matter substantially related to such dispute, and the Buyer hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written or electronic, among K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP and the Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Transactions, this Agreement or the Transaction Documents, and that predate the Closing, the attorney-client privilege, the -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or the Company following the Closing. The Buyer agrees to take, and to cause its Affiliates (including the Company following the Closing), successors and assigns to take, all steps necessary to implement the intent of this Section 9.13.

Conflicts; Privilege. It is acknowledged by all Each of the Parties parties hereto acknowledges that (including a) the BuyerCompany, JLL and certain of their Affiliates retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) that the Seller and Company have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP to act as counsel to the Company, JLL and certain of their counsel Affiliates in connection with the Transactions and that K&L Gates LLPtransactions contemplated hereby, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have Skadden has not acted as counsel for any other Person in connection with the Transactions transactions contemplated hereby, and that no other party or Person has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP Skadden for conflict of interest or any other purposes as a result thereof. The Buyer in connection with such transactions; and (on behalf of itself, as well as its Affiliatesb) hereby agrees that, in the event that a dispute arises between the Buyer or any DSM and certain of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and Xxxxxx, Xxxxx have retained Xxxxxx & Xxxxxxx LLP may represent Seller (“Xxxxxx & Xxxxxxx”) to act as counsel to DSM and its Affiliates in connection with the transactions contemplated hereby, Xxxxxx & Xxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby, and no other Person has the status of a client of Xxxxxx & Xxxxxxx for conflict of interest or any other purposes in connection with such Affiliate in such dispute even though the interests transactions. Each of the Seller or such Affiliate parties hereto further acknowledges that after the Effective Date, Skadden may be directly adverse act as counsel to the BuyerCompany or its Subsidiaries in connection with matters arising out of or related to this Agreement, the transactions contemplated hereby and the business activities of the Company (after and its Subsidiaries and that neither Skadden’s prior representation of the Closing) or any Company, JLL and certain of their respective Affiliates and even though DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP may have represented the Seller and the Company in shall be deemed to be a matter substantially related disabling conflict with respect to such dispute, and representation. Each of the Buyer parties hereto hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), waives any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLPresulting from the foregoing. The Buyer (on behalf of itself and the Company (following the Closing)) agrees parties hereto further agree that, as to all communications, whether written or electronic, (i) among K&L Gates LLPSkadden, DLA PiperJLL, and Xxxxxx, Xxxxx & Xxxxxxx LLP and the Seller Company or the Companyany of their respective Affiliates, and all of their files, attorney notes, drafts or other documents, that relate in any way to the Transactionstransactions contemplated by this Agreement, this Agreement or the Transaction Documents, and that predate the Closing, Effective Date and that are protected by the attorney-client privilege, the -92- expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to the Seller JLL Partners and may be controlled by the Seller JLL Partners and shall not pass to or be claimed by the Buyer Company or any of its respective Affiliates; and (ii) among Xxxxxx & Xxxxxxx, DSM or any of their respective Affiliates, and all of their files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Effective Date and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to DSM and may be controlled by DSM and shall not pass to or be claimed by the Company following the Closingor any of its respective Affiliates. The Buyer agrees parties agree to take, and to cause its their respective Affiliates (including the Company following the Closing), successors and assigns to take, all steps necessary to implement the intent of this Section 9.136.02. The parties further agree that Skadden and Xxxxxx & Xxxxxxx and their respective partners and employees are third party beneficiaries of this Section 6.02.

Conflicts; Privilege. It is acknowledged by Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends to act as legal counsel to certain or all of the Parties (including foregoing Persons other than the Buyer) Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that the Seller and Company have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP to act as their counsel may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of the Transactions foregoing Persons (other than the Company and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have not acted as counsel for any other Person its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Transactions Company and that no other party or Person has the status of a client of K&L Gates LLP, DLA Piperits Subsidiaries and shareholders, and Xxxxxx, Xxxxx & Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) hereby agrees that, in the event that a dispute arises between the Buyer or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its their respective Affiliates, DLA Piper on the one hand, and Xxxxxxx Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP may represent Seller or any on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such Affiliate in such dispute even though the interests shareholders of the Seller or such Affiliate may be directly adverse to Company and their respective Affiliates (and not the BuyerCompany, the Surviving Company (after the Closing) or any of their respective Affiliates Subsidiaries). Accordingly, from and even though DLA Piper and Xxxxxxafter the Effective Time, Xxxxx & Xxxxxxx LLP may have represented (a) the Seller and applicable shareholders of the Company in a matter substantially related to such dispute, and the Buyer hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written or electronic, among K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP and the Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way prior to the Transactions, this Agreement or Effective Time and their respective Affiliates shall be the Transaction Documents, and that predate the Closing, sole holders of the attorney-client privilegeprivilege with respect to such communications, and none of the Company, the -92- expectation Surviving Company or any of client confidence their respective Subsidiaries shall be a holder thereof and all (b) other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing. The Buyer agrees , Xxxxxxx Xxxxxx Xxxxxx shall have no duty whatsoever to takereveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx and to cause its Affiliates (including the Company following or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the Closing), successors and assigns to take, all steps necessary to implement the intent prior written consent of this Section 9.13Xxxxxxx Xxxxxx Xxxxxx.

Conflicts; Privilege. It is acknowledged by all each of the Parties (including parties hereto that certain Sellers and the Buyer) that the Seller and Company Georgia C-Corporation have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx McGuireWoods LLP (“McGuireWoods”) to act as their counsel in connection with the Transactions transactions contemplated hereby and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have McGuireWoods has not acted as counsel for any other Person in connection with the Transactions transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP McGuireWoods for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) Parent and Purchaser hereby agrees agree that, in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Buyer Closing, the Georgia C-Corporation), on the one hand, and any Seller or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and Xxxxxxon the other hand, Xxxxx & Xxxxxxx LLP McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of the such Seller or such Affiliate may be directly adverse to the BuyerParent, the Company (after the Closing) Purchaser or any of their respective Affiliates (including, after the Closing, the Georgia C-Corporation), and even though DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP McGuireWoods may have represented the Seller and the Company Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for the Georgia C-Corporation, Parent and the Buyer hereby waivesPurchaser, on behalf of itself themselves and each of its Affiliates their Affiliates, (including the Company following the Closing), a) hereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by DLA Piper and Xxxxxx(b) agree that, Xxxxx & Xxxxxxx LLP. The Buyer in the event that a dispute arises after the Closing between Parent, Purchaser or any of their Affiliates (on behalf of itself and the Company (following including, after the Closing, the Georgia C-Corporation) and any Seller, McGuireWoods may represent any such party in such dispute even though the interests of any such party may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Georgia C-Corporation)) agrees , and even though McGuireWoods may have represented the Georgia C-Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Purchaser or the Georgia C-Corporation. Parent and Purchaser further agree that, as to all communications, whether written or electronic, communications among K&L Gates LLP, DLA Piper, McGuireWoods and Xxxxxx, Xxxxx & Xxxxxxx LLP and the any Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Transactions, this Agreement or the Transaction Documents, and that predate the Closingtransactions contemplated hereby, the attorney-client privilege, the -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the such Seller and may be controlled by the such Seller and shall not pass to or be claimed by the Buyer Parent, Purchaser or the Company following Georgia C-Corporation. Notwithstanding the foregoing, if a dispute arises between Parent, Purchaser or the Georgia C-Corporation and a third party other than a party to this Agreement after the Closing, the Georgia C-Corporation may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that the Georgia C-Corporation may not waive such privilege without the prior written consent of Sellers. The Buyer agrees to takeSellers, Parent and to cause Purchaser further agree that McGuireWoods and its Affiliates (including the Company following the Closing), successors partners and assigns to take, all steps necessary to implement the intent employees are third-party beneficiaries of this Section 9.136.09.

Conflicts; Privilege. It is acknowledged by all Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Parties (including the Buyer) that the Seller Company and Company have retained K&L Gates its Subsidiaries by Winston & Xxxxxx LLP, DLA PiperXxxxxxx & Xxxxxx LLP shall be allowed to represent Parent, the Representative and Xxxxxxeach of their Affiliates in any matters and disputes adverse to Buyer, Xxxxx the Company, any Subsidiary of the Company and/or their respective Affiliates that either are existing on the date hereof or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby (i) waives any claim that Buyer, the Company, any Subsidiary of the Company and their respective Affiliates have or may have that Winston & Xxxxxxx Xxxxxx LLP to act as their counsel in connection with the Transactions and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have not acted as counsel for any other Person in connection with the Transactions and that no other party or Person has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. The Buyer is otherwise prohibited from engaging in such representation and (on behalf of itself, as well as its Affiliatesii) hereby agrees that, in the event that if a dispute arises after the Closing between Buyer, the Buyer Company, any Subsidiary of the Company or any of its their respective Affiliates (including and Parent, the Company after the Closing) and the Seller, Representative or any of its respective their Affiliates, DLA Piper and Xxxxxx, Xxxxx then Winston & Xxxxxxx Xxxxxx LLP may represent Seller or any Parent, the Representative and/or such Affiliate Affiliates in such dispute even though the interests of Parent, the Seller or Representative and/or such Affiliate Affiliates may be directly adverse to the Buyer, the Company, any Subsidiary of the Company (after the Closing) or any of and/or their respective Affiliates and even though DLA Piper and Xxxxxx, Xxxxx Winston & Xxxxxxx Xxxxxx LLP may have represented the Seller and the Company and/or any its Subsidiaries in a matter substantially related to such disputedispute or may be handling ongoing matters for Buyer, and the Buyer hereby waivesCompany, any Subsidiary of the Company and/or their respective Affiliates. Buyer, on behalf of itself and each of its Affiliates (including which, for this purpose, shall be deemed to include the Company following the Closingand its Subsidiaries), any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written communications between or electronic, among K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx Winston & Xxxxxxx Xxxxxx LLP and Parent, the Seller or Representative, the Company, and all files, attorney notes, drafts or other documents, any Subsidiary of the Company and/or any of their respective Affiliates that relate in any way to the Transactions, transactions contemplated by this Agreement or the Transaction Documents, and that predate the ClosingAgreement, the attorney-client privilege, privilege and the -92- expectation of client confidence and all other rights belongs to any evidentiary privilege belong to Parent and/or the Seller and may Representative, shall be controlled by Parent and/or the Seller Representative and shall not pass to or be claimed by Buyer, the Buyer Company or any of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of its Subsidiaries and a third party (other than Parent, the Representative or any of their Affiliates) after the Closing, then the Company or its Subsidiary, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Winston & Xxxxxx LLP; provided, however, that neither the Company nor any of its Subsidiaries may waive such privilege without the prior written consent of Parent or the Company following the Representative. For clarification, as of Closing. The Buyer agrees , unless specifically retained as to takea matter, and to cause its Affiliates (including Winston & Xxxxxx LLP shall no longer represent the Company following and shall comply with the Closing), successors terms of Section 5.4 for the benefit of the Company and assigns to take, all steps necessary to implement the intent of this Section 9.13Buyer.

Conflicts; Privilege. It is acknowledged by all each of the Parties (including parties hereto that certain Sellers and the Buyer) that the Seller and Company Companies have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx McGuireWoods LLP (“McGuireWoods”) to act as their counsel in connection with the Transactions transactions contemplated hereby and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have McGuireWoods has not acted as counsel for any other Person in connection with the Transactions transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP McGuireWoods for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) Parent and Purchaser hereby agrees agree that, in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Buyer Closing, any Company), on the one hand, and any Seller or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and Xxxxxxon the other hand, Xxxxx & Xxxxxxx LLP McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of the such Seller or such Affiliate may be directly adverse to the BuyerParent, the Company (after the Closing) Purchaser or any of their respective Affiliates (including, after the Closing, any Company), and even though DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP McGuireWoods may have represented the Seller and the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Companies, Parent, Purchaser and the Buyer hereby waivesCompanies, on behalf of itself themselves and each of its Affiliates their Affiliates, (including the Company following the Closing), a) hereby waive any claim they have or may have that McGuireWoods has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by DLA Piper and Xxxxxx(b) agree that, Xxxxx & Xxxxxxx LLP. The Buyer in the event that a dispute arises after the Closing between Parent, Purchaser or any of their Affiliates (on behalf of itself and the Company (following including, after the Closing, the Companies) and any Seller, McGuireWoods may represent any such party in such dispute even though the interests of any such party may be directly adverse to Parent, Purchaser or any of their Affiliates (including, after the Closing, the Companies)) agrees , and even though McGuireWoods may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Purchaser or the Companies. Parent and Purchaser further agree that, as to all communications, whether written or electronic, communications among K&L Gates LLP, DLA Piper, McGuireWoods and Xxxxxx, Xxxxx & Xxxxxxx LLP and the any Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Transactions, this Agreement or the Transaction Documents, and that predate the Closingtransactions contemplated hereby, the attorney-client privilege, the -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the such Seller and may be controlled by the such Seller and shall not pass to or be claimed by Parent, Purchaser or any Company. Notwithstanding the Buyer foregoing, if a dispute arises between Parent, Purchaser or the any Company following and a third party other than a party to this Agreement after the Closing, such Company may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party; provided, however, that such Company may not waive such privilege without the prior written consent of Sellers. The Buyer agrees to takeSellers, Parent and to cause Purchaser further agree that McGuireWoods and its Affiliates (including the Company following the Closing), successors partners and assigns to take, all steps necessary to implement the intent employees are third-party beneficiaries of this Section 9.136.18.