Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. It is acknowledged and agreed by each of the parties that the Company has retained Xxxxx Xxxxxx LLP (“DM”) to act as its counsel in connection with this Agreement, the Transaction Documents and the Acquisition and that DM has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition and that no other party or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including, after the Closing, the Company) and Members or any of their Affiliates (including, prior to the Closing, the Company), DM may represent Members or any such Affiliate in such dispute even though the interests of Members or such Affiliate may be directly adverse to the Parent or any of its Affiliates (including, after the Closing, the Company), and even though DM may have represented the Company in a matter substantially related to such dispute, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that DM has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the Company) and the Company or Members or any of their Affiliates, DM may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including, after the Closing, the Company) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among DM, the Company and the Sellers or any of their Affiliates that relate in any way to the Acquisition, the attorney client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members and may be controlled by the Members and shall not pass to or be claimed by Parent or the Company (or the Surviving Corporation). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company and Parent further agree that DM is an expressly intended third-party beneficiary of this Section 5.8.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has and Seller have retained Xxxxx Xxxxxx White & Case LLP (“DMW&C”) to act as its their counsel in connection with this Agreement, the Transaction Documents and the Acquisition transactions contemplated hereby and that DM W&C has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition transactions contemplated hereby and that no other party to this Agreement or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM W&C for conflict of interest or any other purposes as a result thereof. Parent Purchaser hereby agrees that, in the event that a dispute arises between Parent Purchaser or any of its Affiliates (including, including after the Closing, the CompanyCompany and its Subsidiary) and Members Seller or any of their its Affiliates (including, prior to the Closing, the CompanyCompany or its Subsidiary), DM W&C may represent Members such Seller or any such Affiliate in such dispute even though the interests of Members such Seller or such Affiliate may be directly adverse to the Parent Purchaser or any of its Affiliates (including, including after the Closing, the CompanyCompany or its Subsidiary), and even though DM W&C may have represented the Company or its Subsidiary in a matter substantially related to such dispute, and Parent or may be handling ongoing matters for Purchaser, the Company or its Subsidiary, Purchaser and the Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that DM W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Parent Purchaser or any of its Affiliates (including, including after the Closing, the CompanyCompany or its Subsidiary) and the Company Company, its Subsidiary, or Members or any of their AffiliatesSeller, DM W&C may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent Purchaser or any of its Affiliates (including, including after the Closing, the Company) Company or its Subsidiary), the Company or its Subsidiary and even though DM W&C may have represented the Company or its Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or its Subsidiary. Buyer Purchaser further agrees that, as to all communications among DMW&C, the Company Company, its Subsidiary and the Sellers or any of their Affiliates Seller that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members such Seller and may be controlled by the Members such Seller and shall not pass to or be claimed by Parent or Purchaser, the Company (or the Surviving Corporation)its Subsidiary. Parent Purchaser agrees to take, and to cause its their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.85.13. Members, the Company Seller and Parent Purchaser further agree that DM is an expressly intended third-W&C and its partners and employees are third party beneficiary beneficiaries of this Section 5.85.13.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has and Seller have retained Xxxxx Xxxxxx Debevoise & Xxxxxxxx LLP (“DMDebevoise”) to act as its their counsel in connection with the transactions contemplated by this Agreement, the Transaction Documents and the Acquisition Agreement and that DM has Buyer does not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition and that no other party or Person in connection with this Agreement, the Transaction Documents or the Acquisition has have the status of a client of DM Debevoise for conflict of interest or any other purposes as a result thereof. Parent Buyer and the Company hereby agrees agree that, in the event that a dispute arises between Parent Buyer or any of its Affiliates (including, including after the Closing, the CompanyCompany and any of its Subsidiaries) and Members Seller or any of their its Affiliates (including, prior to the Closing, the CompanyCompany or any of its Subsidiaries), DM Debevoise may represent Members Seller or any such Affiliate in such dispute even though the interests of Members Seller or such Affiliate may be directly adverse to the Parent Buyer or any of its Affiliates (including, including after the Closing, the CompanyCompany or any of its Subsidiaries), and even though DM Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Parent Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (ai) any claim they have or may have that DM Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in in, such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent Buyer or any of its Affiliates (including, including after the Closing, the Company) and the Company or Members or any of their its Subsidiaries) and Seller or its Affiliates, DM Debevoise may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent Buyer or any of its Affiliates (including, including after the Closing, the Company) Company or the Company any of its Subsidiaries), and even though DM Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of their respective Affiliates. Buyer and the Company further agrees agree that, as to all communications among DMDebevoise, the Company and the Sellers or any of their Affiliates its Subsidiaries that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Seller and may be controlled by the Members Seller and shall will not pass to or be claimed by Parent or Buyer, the Company (or any of its Subsidiaries. Buyer and the Surviving Corporation). Parent agrees Company agree to take, and to cause its their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.88.11. Members, Buyer and the Company and Parent further agree that DM is an expressly intended Debevoise and each of its partners and employees are third-party beneficiary beneficiaries of this Section 5.88.11.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties that the Company has Companies and the Sellers have retained Xxxxx Xxxxxx LLP (“DM”) to act as its their United States counsel in connection with this Agreement, the Transaction Documents and the Acquisition transactions contemplated hereby and that DM has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition transactions contemplated hereby and that no other party or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM for conflict of interest or any other purposes as a result thereof. Parent Each Purchaser hereby agrees that, in the event that a dispute arises between Parent such Purchaser or any of its Affiliates (including, after the Closing, the Companyany Company or Company Subsidiary) and Members any Seller or any of their respective Affiliates (including, prior to the Closing, the Companyany Company or Company Subsidiary), DM may represent Members such Seller or any such Affiliate in such dispute even though the interests of Members such Seller or such Affiliate may be directly adverse to the Parent such Purchaser or any of its Affiliates (including, after the Closing, the Companyany Company or Company Subsidiary), and even though DM may have represented the any Company or Company Subsidiary in a matter substantially related to such dispute, and Parent such Purchaser and the each Company hereby waive, on behalf of themselves and each of their Affiliates, (ai) any claim they have or may have that DM has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent such Purchaser or any of its Affiliates (including, after the Closing, the Companyany Company or Company Subsidiary) and the Company or Members any Seller or any of their respective Affiliates, DM may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent such Purchaser or any of its Affiliates (including, after the Closing, any Company or Company Subsidiary); provided, that DM shall not represent such party without the Companyprior written consent of such Purchaser (such consent not to be unreasonably withheld, delayed, or conditioned) if DM has represented any Company or the Company and even though DM may have represented the Company Subsidiary in a matter substantially related to such dispute. Buyer Each Purchaser further agrees that, as to all communications among DM, the any Company or Company Subsidiary and the Sellers any Seller or any of their Affiliates that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Sellers and may be controlled by the Members Sellers and shall not pass to or be claimed by Parent such Purchaser or the any Company (or the Surviving Corporation)Company Subsidiary. Parent Each Purchaser agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.87.13. MembersThe Sellers, the each Company and Parent the Purchasers further agree that DM is an expressly intended a third-party beneficiary of this Section 5.87.13.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has and Seller have retained Xxxxx Xxxxxx Debevoise & Xxxxxxxx LLP (“DMDebevoise”) to act as its their counsel in connection with the transactions contemplated by this Agreement, the Transaction Documents and the Acquisition Agreement and that DM has Buyer does not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition and that no other party or Person in connection with this Agreement, the Transaction Documents or the Acquisition has have the status of a client of DM Debevoise for conflict of interest or any other purposes as a result thereof. Parent Buyer and the Company hereby agrees agree that, in the event that a dispute arises between Parent Buyer or any of its Affiliates (including, including after the Closing, the CompanyCompany and any of its Subsidiaries) and Members Seller or any of their its Affiliates (including, prior to the Closing, the CompanyCompany or any of its Subsidiaries), DM Debevoise may represent Members Seller or any such Affiliate in such dispute even though the interests of Members Seller or such Affiliate may be directly adverse to the Parent Buyer or any of its Affiliates (including, including after the Closing, the CompanyCompany or any of its Subsidiaries), and even though DM Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Parent Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (ai) any claim they have or may have that DM Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in in, such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent Buyer or any of its Affiliates (including, including after the Closing, the Company) and the Company or Members or any of their its Subsidiaries) and Seller or its Affiliates, DM Debevoise may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent Buyer or any of its Affiliates (including, including after the Closing, the Company) Company or the Company any of its Subsidiaries), and even though DM Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of their respective Affiliates. Buyer and the Company further agrees agree that, as to all 46 communications among DMDebevoise, the Company and the Sellers or any of their Affiliates its Subsidiaries that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Seller and may be controlled by the Members Seller and shall will not pass to or be claimed by Parent or Buyer, the Company (or any of its Subsidiaries. Buyer and the Surviving Corporation). Parent agrees Company agree to take, and to cause its their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.88.11. Members, Buyer and the Company and Parent further agree that DM is an expressly intended Debevoise and each of its partners and employees are third-party beneficiary beneficiaries of this Section 5.8.8.11. Section 8.12

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has and the Stockholders’ Representative have retained Xxxxx Xxxxxx White & Case LLP (“DMW&C”) to act as its their counsel in connection with this Agreement, the Transaction Documents and the Acquisition transactions contemplated hereby and that DM W&C has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition transactions contemplated hereby and that no other party to this Agreement or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM W&C for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the CompanyCompany and the Company Subsidiaries and any of their Affiliates) and Members any Equityholder or any of their Affiliates (including, prior to the Closing, the CompanyCompany or any Company Subsidiary), DM W&C may represent Members such Equityholder or any such Affiliate (including the Stockholders’ Representative) in such dispute even though the interests of Members such Equityholder or such Affiliate may be directly adverse to the Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the CompanySurviving Corporation or any Company Subsidiary), and even though DM W&C may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Company or a Company Subsidiary, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (ai) any claim they have or may have that DM W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the CompanyCompany or the Company Subsidiaries) and the Company, any Company Subsidiary, any Equityholder or Members or any of their Affiliatesthe Stockholders’ Representative, DM W&C may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Company) Company or the Company Subsidiaries), the Company or any Company Subsidiary and even though DM W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Company or the Company Subsidiaries. Buyer Parent further agrees that, as to all communications among DMW&C, the Company, the Company Subsidiaries, any Equityholder and the Sellers or any of their Affiliates Stockholders’ Representative that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Equityholder and/or the Members Stockholders’ Representative and may be controlled by the Members such Equityholder and shall not pass to or be claimed by Parent Parent, the Company or the Company (or the Surviving Corporation)Subsidiaries. Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.85.14. MembersThe Equityholders, Parent and the Company and Parent Stockholders’ Representative further agree that DM is an expressly intended W&C and its partners and employees are third-party beneficiary beneficiaries of this Section 5.85.14.