Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Xxxxxxx, Swaine & Xxxxx LLP (“Seller’s Counsel”) may serve as counsel to, and Deloitte LLP (“Deloitte”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel may serve as counsel to, and Deloitte may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte provides professional services to, any Group Company after the Closing Date.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective past, present and future managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that XxxxxxxCravath, Swaine & Xxxxx LLP (“Seller’s CounselCravath”) may serve as counsel to, and Deloitte PricewaterhouseCoopers LLP (“DeloittePwC”) may provide professional services to, SellerParent, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel Cravath may serve as counsel to, and Deloitte PwC may provide professional services to, Seller Parent or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”)Transactions, notwithstanding such representation (or any continued representation) of the Group Companies prior to the ClosingCompanies, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide Cravath provides legal services to, and whether or not Deloitte PwC provides professional services to, any Group Company after the Closing Date.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that XxxxxxxCravath, Swaine & Xxxxx LLP (“Seller’s CounselCravath”) may serve as counsel to, and Deloitte & Touche LLP (“Deloitte”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel Cravath may serve as counsel to, and Deloitte may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the ClosingCompanies, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide Cravath provides legal services to, and whether or not Deloitte provides professional services to, any Group Company after the Closing Date.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that XxxxxxxCravath, Swaine & Xxxxx LLP (“Cravath”), Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP and Xxxxx, Tarrant & Xxxxx, LLP (together, “Seller’s Counsel”) may serve as counsel to, and Deloitte LLP KPMG US LLC (“DeloitteKPMG”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Deloitte KPMG may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the a “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Current Representation. Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte KPMG provides professional services to, any Group Company after the Closing Date.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Xxxxxxx, Swaine & Xxxxx LLP (“Cravath”), Xxxxxxx, Friedlander, Xxxxxx & Xxxxxxx LLP and Xxxxx, Xxxxxxx & Xxxxx, LLP (together, “Seller’s Counsel”) may serve as counsel to, and Deloitte LLP KPMG US LLC (“DeloitteKPMG”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Deloitte KPMG may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the a “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Current Representation. Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte KPMG provides professional services to, any Group Company after the Closing Date.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group the Transferred Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Xxxxxxx, Swaine & Xxxxx LLP (“Seller’s Counsel”) may serve as counsel to, and Deloitte Xxxxx & Young LLP (“DeloitteEY”) may provide professional services to, Seller, on the one hand, and the Group CompaniesTransferred Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Deloitte EY may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the ClosingTransferred Company, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte EY provides professional services to, any Group the Transferred Company after the Closing Date.