Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. 11.8.1 It is acknowledged by each of the Parties that the Sellers have retained White & Case LLP (“W&C”) to act as their counsel in connection with the Transactions and that W&C has 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 W&C for conflict of interest or any other purposes as a result thereof. The Purchasers hereby agree that, in the event that a dispute arises between the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies) and any member of the ABB Group, W&C may represent such member of the ABB Group in such dispute even though the interests of such member of the ABB Group may be directly adverse to the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies), and even though W&C may have represented an Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchasers or an Acquired Company, and the Purchasers hereby waive, on behalf of themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by W&C. The Purchasers further agree that, as to all communications among W&C, the Acquired Companies and the Sellers that relate in any way to the Transactions, the legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Purchasers or the Acquired Companies.

Conflicts; Privileges. 11.8.1 (a) It is acknowledged by each of the Parties parties that the Sellers have Descartes has retained White each of Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP (“W&CSkadden”), Potter Xxxxxxxx & Xxxxxxx LLP (“Potter Xxxxxxxx”) and the firms set forth on Section 5.22(a) of the Descartes Disclosure Schedule (collectively, together with Skadden and Potter Xxxxxxxx, the “Descartes Law Firms”) to act as their its counsel in connection with the Transactions transactions contemplated hereby and that W&C has the Descartes Law Firms have not acted as counsel for any other Person in connection with the Transactions transactions contemplated hereby and that no other Party party or Person has the status of a client of W&C the Descartes Law Firms for conflict of interest or any other purposes as a result thereof. The Purchasers Fermat hereby agree agrees that, in the event that a dispute arises between the Purchasers Fermat or any of their its Affiliates (includingand Descartes or any of its Affiliates, after Completion, the Acquired Companies) and any member each of the ABB Group, W&C Descartes Law Firms may represent Descartes or any such member of the ABB Group Affiliate in such dispute even though the interests of Descartes or such member of the ABB Group Affiliate may be directly adverse to the Purchasers Fermat or any of their its Affiliates (including, after Completion, the Acquired Companies), and even though W&C the Descartes Law Firms, as applicable, may have represented an Acquired Company the Ag Business or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchasers or an Acquired Company, and the Purchasers hereby waive, on behalf of themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by W&C. The Purchasers further agree that, as to all communications among W&C, the Acquired Companies and the Sellers that relate in any way to the Transactions, the legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Purchasers or the Acquired Companies.matter

Conflicts; Privileges. 11.8.1 It is acknowledged by each of the Parties parties hereto that the Sellers have Company has retained White & Case LLP (“W&C”) Osler to act as their counsel to the Company and the Sellers in connection with the Transactions and that W&C Osler has not acted as counsel for any other Person in connection with the Transactions and that no other Party or Person party to this Agreement has the status of a client of W&C Osler for conflict of interest or any other purposes as a result thereof. The Purchasers Buyer hereby agree agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (including, after the Purchasers Closing, the Company), on the one hand, and any Seller or any of their Affiliates (includingincluding the Shareholders’ Representative, after Completionon their behalf and, prior to the Closing, the Acquired Companies) and any member of Company), on the ABB Groupother hand, W&C Osler may represent such member of Seller or any such Affiliate (including the ABB Group Shareholders’ Representative) in such dispute even though the interests of such member of the ABB Group Seller or such Affiliate may be directly adverse to the Purchasers Buyer or any of their its Affiliates (including, after Completionthe Closing, the Acquired CompaniesCompany), and even though W&C Osler may have represented an Acquired the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Purchasers or an Acquired Company, Buyer and the Purchasers Company hereby (i) waive, on behalf of themselves, the Acquired Companies themselves and each of their respective Affiliates, any claim they have or may have that Osler has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by W&C. The Purchasers representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including, after the Closing, the Company) on the one hand and any Seller or the Shareholders’ Representative on the other hand, Osler may represent any such party in such dispute even though the interest of such party may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Osler may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company. Buyer further agree agrees that, as to all communications among W&COsler, the Acquired Companies and Company, any Seller and/or the Sellers Shareholders’ Representative that relate in any way to the Transactions, the legal professional attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Sellers Shareholders’ Representative and may be controlled by such Seller and/or the Sellers Shareholders’ Representative and shall not pass to or be claimed by the Purchasers Buyer or the Acquired CompaniesCompany. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communication by Osler to such third party. Buyer agrees to take, and to cause its Affiliates to take, all steps necessary to implement the intent of this Section 6.12. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Osler and its respective partners and employees are third-party beneficiaries of this Section 6.12.