Common use of Disclosure and Waiver of Conflicts Clause in Contracts

Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Xxxxxxxxx & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to Starlight and to other entities that are either now or have been in the past affiliated with Starlight and its shareholders, officers and directors, (ii) Sing Kong and the Sing Kong Shareholders acknowledge that they have been advised by Attorney that Sing Kong and each individual Sing Kong Shareholder should have his or her own legal counsel to advise them with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) Sing Kong and the Sing Kong Shareholders have decided even after being advised by Attorney that they should each have their own separate legal counsel to not seek their own separate legal counsel, and (iv) Sing Kong and each of the Sing Kong Shareholders understand that Attorney is not representing Sing Kong or any of the individual Sing Kong Shareholders. Notwithstanding the foregoing, Starlight desires the Attorney to represent it, and the sole officer and director of Starlight does hereby forever waive any claim that the Attorney’s representation of Starlight or affiliates of Starlight in the past or at present constitutes a conflict of interest in the preparation of this Agreement and legal representation of Starlight in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Sing Kong and each of the Sing Kong Shareholders hereby forever waives any claim that they may now or may ever have against Attorney that Attorney violated ethical considerations relating to “conflict of interest” in connection with Attorney’s representation of Starlight in the preparation of this Agreement and legal representation of Starlight in connection with the transactions contemplated by this Agreement.

Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Xxxxxxxxx & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to Starlight ZY CAYMAN and to other entities that are either now or have been in the past affiliated with Starlight ZY CAYMAN and its shareholders, officers and directors, (ii) Sing Kong ZYIL and the Sing Kong Shareholders Subsidiaries acknowledge that they have been advised by the Attorney that Sing Kong and they should each individual Sing Kong Shareholder should have his or her their own legal counsel to advise them with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) Sing Kong ZYIL and the Sing Kong Shareholders Subsidiaries have decided even after being advised by the Attorney that they should each have their own separate legal counsel to not seek their own separate legal counsel, and (iv) Sing Kong ZYIL and each of the Sing Kong Shareholders Subsidiaries understand that the Attorney is not representing Sing Kong or any of the individual Sing Kong Shareholdersthem. Notwithstanding the foregoing, Starlight ZY CAYMAN desires the Attorney to represent it, and the sole officer officers and director directors of Starlight does ZY CAYMAN do hereby forever waive any claim that the Attorney’s representation of Starlight ZY CAYMAN or affiliates of Starlight ZY CAYMAN in the past or at present constitutes a conflict of interest in the preparation of this Agreement and legal representation of Starlight ZY CAYMAN in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Sing Kong ZYIL and each of the Sing Kong Shareholders Subsidiaries hereby forever waives waive any claim that they may now or may ever have against Attorney that Attorney violated ethical considerations relating to “conflict of interest” in connection with Attorney’s representation of Starlight ZY CAYMAN in the preparation of this Agreement and legal representation of Starlight ZY CAYMAN in connection with the transactions contemplated by this Agreement.

Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Xxxxxxxxx Sxxxxxxxx & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to Starlight HHEG and to other entities that are either now or have been in the past affiliated with Starlight HHEG and its shareholders, officers and directors, (ii) Sing Kong HGSL and the Sing Kong HGSL Shareholders acknowledge that they have been advised by the Attorney that Sing Kong HGSL and each individual Sing Kong HGSL Shareholder should have his or her their own legal counsel to advise them with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) Sing Kong HGSL and the Sing Kong Shareholders have each HGSL Shareholder has decided even after being advised by the Attorney that they should each have their own separate legal counsel to not seek their own separate legal counsel, and (iv) Sing Kong HGSL and each of HGSL Shareholder understands that the Sing Kong Shareholders understand that Attorney is not representing Sing Kong or any of HGSL and the individual Sing Kong HGSL Shareholders. Notwithstanding the foregoing, Starlight HHEG desires the Attorney to represent it, and the sole officer officers and director directors of Starlight does HHEG do hereby forever waive any claim that the Attorney’s representation of Starlight HHEG or affiliates of Starlight HHEG in the past or at present constitutes a conflict of interest in the preparation of this Agreement and legal representation of Starlight HHEG in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Sing Kong HGSL and each of the Sing Kong Shareholders HGSL Shareholder hereby forever waives any claim that they may now or may ever have against Attorney that Attorney violated ethical considerations relating to “conflict of interest” in connection with Attorney’s representation of Starlight HHEG in the preparation of this Agreement and legal representation of Starlight HHEG in connection with the transactions contemplated by this Agreement.

Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Xxxxxxxxx Sxxxxxxxx & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to Starlight HAL and to other entities that are either now or have been in the past affiliated with Starlight HAL and its shareholders, officers and directors, (ii) Sing Kong HGL and the Sing Kong HGL Shareholders acknowledge that they have been advised by the Attorney that Sing Kong HGL and each individual Sing Kong HGL Shareholder should have his or her their own legal counsel to advise them with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) Sing Kong HGL and the Sing Kong Shareholders have each HGL Shareholder has decided even after being advised by the Attorney that they should each have their own separate legal counsel to not seek their own separate legal counsel, and (iv) Sing Kong HGL and each of HGL Shareholder understands that the Sing Kong Shareholders understand that Attorney is not representing Sing Kong or any of HGL and the individual Sing Kong HGL Shareholders. Notwithstanding the foregoing, Starlight HAL desires the Attorney to represent it, and the sole officer officers and director directors of Starlight does HAL do hereby forever waive any claim that the Attorney’s representation of Starlight HAL or affiliates of Starlight HAL in the past or at present constitutes a conflict of interest in the preparation of this Agreement and legal representation of Starlight HAL in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Sing Kong HGL and each of the Sing Kong Shareholders HGL Shareholder hereby forever waives any claim that they may now or may ever have against Attorney that Attorney violated ethical considerations relating to “conflict of interest” in connection with Attorney’s representation of Starlight HAL in the preparation of this Agreement and legal representation of Starlight HAL in connection with the transactions contemplated by this Agreement.