Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. Acquirer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (a) agrees that, notwithstanding any current or prior representation of the Company by Fxxxx & Lxxxxxx LLP ("Fxxxx") and/or Jxxxxx (together with Fxxxx, "Counsel"), Counsel shall be allowed to represent Seller and each of their respective Affiliates in any matters (including any matters and disputes adverse to Acquirer and/or the Company) that either are existing on the date hereof or arise in the future and relate to this Agreement and the transactions contemplated hereby and waives and consents to the communication and disclosure by Counsel to Seller and such Affiliates in connection with any such representation of any fact known to, or document in the possession of, Counsel arising by reason of Counsel's prior representation of the Company; (b) waives any claim that Acquirer or the Company have or may have that Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation; (c) agrees that, if a dispute arises after the Closing between Acquirer and/or the Company, on the one hand, and Seller or any of its Affiliates, on the other hand, then Counsel may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Acquirer or the Company and even though Counsel may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for Acquirer and/or the Company; and (d) agrees that no communications (including email or other written communications) subject to attorney-client privilege among Counsel and the Company, Seller and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement shall be subject to disclosure, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and the expectation of client confidence with respect to all such communications, and the same shall be controlled by Seller and shall not be claimed by Acquirer or the Company; provided, however, that, with respect to this clause (d), in the event that a dispute arises between Acquirer and/or the Company, on the one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party.

Conflicts; Privilege. AcquirerBuyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (aand its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by Fxxxx Winston & Lxxxxxx Xxxxxx LLP, Xxxxxxx & Xxxxxx LLP ("Fxxxx") and/or Jxxxxx (together with Fxxxx, "Counsel"), Counsel shall be allowed to represent Seller Parent, the Representative and each of their respective Affiliates in any matters (including any matters and disputes adverse to Acquirer and/or Buyer, 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 and 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 and waives and consents to the communication and disclosure by Counsel to Seller and such Affiliates in connection with any such representation of any fact known to, or document in the possession of, Counsel arising by reason of Counsel's prior representation of the Company; (bi) waives any claim that Acquirer or Buyer, the Company, any Subsidiary of the Company and their respective Affiliates have or may have that Counsel Winston & Xxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation; representation and (cii) agrees that, if a dispute arises after the Closing between Acquirer and/or Buyer, the Company, on any Subsidiary of the one hand, and Seller Company or any of its their respective Affiliates and Parent, the Representative or any of their Affiliates, on the other hand, then Counsel Winston & Xxxxxx LLP may represent Seller or Parent, the Representative and/or such Affiliate Affiliates in such dispute even though the interests of Seller or Parent, the Representative and/or such Affiliate Affiliates may be directly adverse to Acquirer or Buyer, the Company, any Subsidiary of the Company and/or their respective Affiliates and even though Counsel Winston & Xxxxxx LLP may have represented the Company and/or any its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Acquirer and/or the Company; and (d) agrees that no communications (including email or other written communications) subject to attorney-client privilege among Counsel and Buyer, the Company, Seller any Subsidiary of the Company and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), agrees that, as to all communications between or among Winston & Xxxxxx LLP and Parent, the Representative, the Company, any Subsidiary of the Company and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement shall be subject to disclosureAgreement, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and the expectation of client confidence with respect belongs to all such communicationsParent and/or the Representative, and the same shall be controlled by Seller Parent and/or the Representative and shall not pass to or be claimed by Acquirer Buyer, the Company or any of its Subsidiaries. Notwithstanding the Company; providedforegoing, however, that, with respect to this clause (d), in the event that if a dispute arises between Acquirer and/or Buyer, the Company, on the one hand, Company or any of its Subsidiaries and a third party (other than a party to this AgreementParent, on the other hand, 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 Counsel 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 Representative. For clarification, as of Closing, unless specifically retained as to such third partya matter, Winston & Xxxxxx LLP shall no longer represent the Company and shall comply with the terms of Section 5.4 for the benefit of the Company and Buyer.

Conflicts; Privilege. Acquirer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (a) agrees that, notwithstanding any current or prior representation It is acknowledged by each of the Company by Fxxxx & Lxxxxxx parties hereto that certain Sellers and the Georgia C-Corporation have retained McGuireWoods LLP ("Fxxxx"“McGuireWoods”) and/or Jxxxxx (together to act as their counsel in connection with Fxxxx, "Counsel"), Counsel shall be allowed to represent Seller and each of their respective Affiliates in any matters (including any matters and disputes adverse to Acquirer and/or the Company) that either are existing on the date hereof or arise in the future and relate to this Agreement and the transactions contemplated hereby and waives and consents to the communication and disclosure by Counsel to Seller and such Affiliates that McGuireWoods has not acted as counsel for any other Person in connection with any such representation the transactions contemplated hereby and that no other party to this Agreement has the status of any fact known to, or document in the possession of, Counsel arising by reason a client of Counsel's prior representation of the Company; (b) waives any claim that Acquirer or the Company have or may have that Counsel has a McGuireWoods for conflict of interest or is otherwise prohibited from engaging in such representation; (c) agrees any other purposes as a result thereof. Parent and Purchaser hereby agree that, if in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Closing between Acquirer and/or Closing, the CompanyGeorgia C-Corporation), on the one hand, and any Seller or any of its Affiliates, on the other hand, then Counsel McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Acquirer Parent, Purchaser or any of their Affiliates (including, after the Company Closing, the Georgia C-Corporation), and even though Counsel McGuireWoods may have represented the Company Georgia C-Corporation in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Acquirer and/or the Company; Georgia C-Corporation, Parent and Purchaser, on behalf of themselves and each of their Affiliates, (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 and (db) agrees agree that, in the event that no communications (including email a dispute arises after the Closing between Parent, Purchaser or other written communications) subject to attorney-client privilege among Counsel and the Company, Seller and/or any of their respective Affiliates (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), 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 among McGuireWoods and any Seller that relate in any way to the transactions contemplated by this Agreement shall be subject to disclosurehereby, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to all any evidentiary privilege belong to such communications, Seller and the same shall may be controlled by such Seller and shall not pass to or be claimed by Acquirer Parent, Purchaser or the Company; providedGeorgia C-Corporation. Notwithstanding the foregoing, however, that, with respect to this clause (d), in the event that if a dispute arises between Acquirer and/or Parent, Purchaser or the Company, on the one hand, Georgia C-Corporation and a third party other than a party to this Agreement, on the other hand, Agreement after the Closing, the Company Georgia C-Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications communication by Counsel McGuireWoods to such third party; provided, however, that the Georgia C-Corporation may not waive such privilege without the prior written consent of Sellers. Sellers, Parent and Purchaser further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 6.09.

Conflicts; Privilege. Acquirer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (a) agrees that, notwithstanding any current or prior representation It is acknowledged by each of the Company by Fxxxx & Lxxxxxx parties hereto that certain Sellers and the Companies have retained McGuireWoods LLP ("Fxxxx"“McGuireWoods”) and/or Jxxxxx (together to act as their counsel in connection with Fxxxx, "Counsel"), Counsel shall be allowed to represent Seller and each of their respective Affiliates in any matters (including any matters and disputes adverse to Acquirer and/or the Company) that either are existing on the date hereof or arise in the future and relate to this Agreement and the transactions contemplated hereby and waives and consents to the communication and disclosure by Counsel to Seller and such Affiliates that McGuireWoods has not acted as counsel for any other Person in connection with any such representation the transactions contemplated hereby and that no other party to this Agreement has the status of any fact known to, or document in the possession of, Counsel arising by reason a client of Counsel's prior representation of the Company; (b) waives any claim that Acquirer or the Company have or may have that Counsel has a McGuireWoods for conflict of interest or is otherwise prohibited from engaging in such representation; (c) agrees any other purposes as a result thereof. Parent and Purchaser hereby agree that, if in the event that a dispute arises between Parent, Purchaser or any of their Affiliates (including, after the Closing between Acquirer and/or the Closing, any Company), on the one hand, and any Seller or any of its Affiliates, on the other hand, then Counsel McGuireWoods may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Acquirer Parent, Purchaser or any of their Affiliates (including, after the Company Closing, any Company), and even though Counsel McGuireWoods may have represented the Company Companies in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Acquirer and/or the Company; Companies, Parent, Purchaser and the Companies, on behalf of themselves and each of their Affiliates, (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 and (db) agrees agree that, in the event that no communications (including email a dispute arises after the Closing between Parent, Purchaser or other written communications) subject to attorney-client privilege among Counsel and the Company, Seller and/or any of their respective Affiliates (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), 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 among McGuireWoods and any Seller that relate in any way to the transactions contemplated by this Agreement shall be subject to disclosurehereby, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and privilege, the expectation of client confidence with respect and all other rights to all any evidentiary privilege belong to such communications, Seller and the same shall may be controlled by such Seller and shall not pass to or be claimed by Acquirer Parent, Purchaser or any Company. Notwithstanding the Company; providedforegoing, however, that, with respect to this clause (d), in the event that if a dispute arises between Acquirer and/or the CompanyParent, on the one hand, Purchaser or any Company and a third party other than a party to this Agreement, on the other hand, Agreement after the Closing, the such Company may assert the attorney-client privilege to prevent disclosure of confidential communications communication by Counsel McGuireWoods to such third party; provided, however, that such Company may not waive such privilege without the prior written consent of Sellers. Sellers, Parent and Purchaser further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 6.18.