Common use of Waiver of Conflict; Disposition of Attorney-Client Privilege Clause in Contracts

Waiver of Conflict; Disposition of Attorney-Client Privilege. In any dispute, action or proceeding arising under or in connection with this Agreement or the transactions contemplated hereby, Parent and any Seller shall have the right, at their election, to retain the firms of Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP to represent them in such matter, and Buyer, for itself and for its successors and assigns, hereby irrevocably waives, and shall cause the Transferred Subsidiaries to waive, any objection and consent to any such representation in any such matter, even if such representation is directly adverse to the interests of Buyer or any of the Transferred Subsidiaries and even if Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP represented any of the Transferred Subsidiaries in a matter directly related to such dispute, action or proceeding. Buyer acknowledges, on behalf of itself and the Transferred Subsidiaries, that the foregoing provision shall apply regardless of whether Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP provides legal services to any Transferred Subsidiaries after the Closing. Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, Sellers, (prior to the Closing) the Transferred Subsidiaries and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute, action or proceeding arising under or in connection with, this Agreement or any other agreement contemplated hereby, or any matter relating to any of the foregoing (the “Transaction Representation”), are privileged communications among Parent, Sellers, the Transferred Subsidiaries and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Further, Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, Sellers, the Transferred Subsidiaries and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with Excluded Liabilities (together with the Transaction Representation solely with respect to pre-Closing communications, the “Pre-Closing Representation”) are privileged communications among Parent, Sellers, the Transferred Subsidiaries and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Neither Buyer, any of the Transferred Subsidiaries, nor any Person purporting to act on behalf of or through Buyer or any of the Transferred Subsidiaries, will seek to obtain the same by any process. In addition, if the transactions contemplated by this Agreement are consummated, all of Parent’s, Sellers’, and Transferred Subsidiaries’ privileged records and the privilege rights and rights in the privileged information related to such transactions will become property of (and be controlled by) Parent and Sellers, and the Transferred Subsidiaries shall not retain any copies of such records or have any access to them. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer, the Transferred Subsidiaries or their then-Affiliates following the Closing, on the one hand, and a third party other than Parent and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Transferred Subsidiaries or former direct or indirect owners of Assets or the Assumed Liabilities), on the other hand, Buyer, the Transferred Subsidiaries or any of their respective Affiliates may assert the attorney-client privilege with respect to the Pre-Closing Representation to such third party and (y) subject to and without waiver of the foregoing, and for the avoidance of doubt, each of the parties hereto hereby agrees that any pre-Closing attorney-client privilege and other privilege or immunity attaching to any communication, advice or materials pertaining to the Transferred Subsidiaries, the Assets and the Assumed Liabilities that would be relevant to Buyer after the Closing, but not related to the Pre-Closing Representation, belongs to and shall be controlled by Buyer. Each of Xxxxxx & Bird LLP and Morris, Nichols, Arsht & Xxxxxxx LLP is an intended beneficiary of this Section 11.15 and is entitled to enforce such provision.

Waiver of Conflict; Disposition of Attorney-Client Privilege. In any dispute, action dispute or proceeding arising under or in connection with this Agreement or Agreement, the transactions contemplated hereby, Parent and any Seller Stockholder shall have the right, at their its election, to retain the firms firm of Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP to represent them it in such matter, and BuyerPurchaser, for itself and for its successors and assigns, hereby irrevocably waives, and shall cause the Transferred Subsidiaries Company to waive, any objection and consent to any such representation in any such matter, even if such representation is directly adverse to the interests of Buyer or any of the Transferred Subsidiaries and even if Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP represented any of the Transferred Subsidiaries in a matter directly related to such dispute, action or proceeding. Buyer acknowledges, on behalf of itself and the Transferred Subsidiaries, Purchaser acknowledges that the foregoing provision shall apply regardless of whether Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP provides legal services to any Transferred Subsidiaries the Company after the Closing. BuyerPurchaser, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parentthe Company, Sellers, (prior to the Closing) the Transferred Subsidiaries Stockholder and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute, action dispute or proceeding arising under or in connection with, this Agreement or any other agreement contemplated hereby, or any matter relating to any of the foregoing (the “Transaction Representation”)foregoing, are privileged communications among Parent, Sellersthe Company, the Transferred Subsidiaries Stockholder and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellersthe Stockholder. Further, Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, SellersNeither Purchaser, the Transferred Subsidiaries and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with Excluded Liabilities (together with the Transaction Representation solely with respect to pre-Closing communications, the “Pre-Closing Representation”) are privileged communications among Parent, Sellers, the Transferred Subsidiaries and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Neither Buyer, any of the Transferred SubsidiariesCompany, nor any Person purporting to act on behalf of or through Buyer Purchaser or any of the Transferred SubsidiariesCompany, will seek to obtain the same by any process. In addition, if the transactions contemplated by this Agreement Transactions are consummated, all of Parent’s, Sellers’, and Transferred Subsidiaries’ the Company’s privileged records and the privilege rights and rights in the privileged information related to such transactions the Transactions will become property of (and be controlled by) Parent and Sellersthe Stockholder, and Purchaser hereby irrevocably disclaims the Transferred Subsidiaries shall not retain any copies of such records or have any access right to them. Notwithstanding assert a waiver by the foregoing, (x) in the event that a dispute arises between Buyer, the Transferred Subsidiaries or their then-Affiliates following the Closing, on the one hand, and a third party other than Parent and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Transferred Subsidiaries or former direct or indirect owners of Assets or the Assumed Liabilities), on the other hand, Buyer, the Transferred Subsidiaries or any of their respective Affiliates may assert Stockholder with regard to the attorney-client privilege with respect solely due to the Pre-Closing Representation to fact that such third party and (y) subject to and without waiver information is physically in the possession of the foregoing, and for the avoidance of doubt, each of the parties hereto hereby agrees that any pre-Closing attorney-client privilege and other privilege or immunity attaching to any communication, advice or materials pertaining to the Transferred Subsidiaries, the Assets and the Assumed Liabilities that would be relevant to Buyer Company after the Closing, but not related to the Pre-Closing Representation, belongs to and shall be controlled by Buyer. Each of Xxxxxx & Bird LLP and Morris, Nichols, Arsht & Xxxxxxx LLP is an intended beneficiary of this Section 11.15 9.16 and is entitled to enforce such provision.

Waiver of Conflict; Disposition of Attorney-Client Privilege. (a) In any dispute, action dispute or proceeding arising under or in connection with this Agreement Agreement, any or all of the transactions contemplated hereby, Parent and any Seller Holders shall have the right, at their election, to retain the firms firm of Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP to represent them in such matter, and Buyer, for itself and for its successors and assigns, hereby irrevocably waives, and shall cause the Transferred Surviving Corporation and the Surviving Corporation’s Subsidiaries to waive, any objection and consent to any such representation in any such matter, even if such matter notwithstanding Xxxxxx & Bird LLP’s representation is directly adverse of Company prior to the interests of Closing. The foregoing waiver shall not apply in the event that Buyer engages Xxxxxx & Bird LLP to provide legal services to the Surviving Corporation or any of the Transferred Subsidiaries and even if Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP represented any of the Transferred Subsidiaries in a matter directly related to such dispute, action or proceeding. Buyer acknowledges, on behalf of itself and the Transferred Subsidiaries, that the foregoing provision shall apply regardless of whether Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP provides legal services to any Transferred Surviving Corporation’s Subsidiaries after the Closing. Closing Date. (b) Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, Sellers, Company (prior to the Closing) ), the Transferred Subsidiaries Holders and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute, action dispute or proceeding arising under or in connection with, this Agreement or any other agreement contemplated hereby, or any matter relating to any of the foregoing (the “Transaction Representation”)foregoing, are privileged communications among Parent, SellersCompany, the Transferred Subsidiaries Holders and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Further, Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, Sellers, the Transferred Subsidiaries and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with Excluded Liabilities (together with the Transaction Representation solely with respect to pre-Closing communications, the “Pre-Closing Representation”) are privileged communications among Parent, Sellers, the Transferred Subsidiaries and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Neither Buyer, any of the Transferred Subsidiaries, nor any Person purporting to act on behalf of or through Buyer or any of the Transferred Subsidiaries, will seek to obtain the same by any processHolders. In addition, if the transactions contemplated by this Agreement are Merger is consummated, all of Parent’s, Sellers’, and Transferred Subsidiaries’ Company’s privileged records and the privilege rights and rights in the privileged information related to such transactions will become property of (and be controlled by) Parent and Sellersthe Representative, and the Transferred Subsidiaries Surviving Corporation shall not retain any be entitled to copies of such records or (it being understood that the Surviving Corporation shall have any access no obligation to themexpunge such records). Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer, Holders and the Transferred Subsidiaries or their then-Affiliates following the Closing, on the one hand, and a third party other than Parent and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Transferred Subsidiaries or former direct or indirect owners of Assets or the Assumed Liabilities), on the other hand, Buyer, the Transferred Subsidiaries or any of their respective Affiliates may assert the attorney-client Representative shall use reasonable efforts to protect such privilege with respect to third parties and shall not waive or compromise such privilege without the Pre-Closing Representation to express consent of Buyer. The parties acknowledge that such third party and (y) privileged information may also be subject to and without waiver of the foregoing, and for the avoidance of doubt, each of the parties hereto hereby agrees that any pre-Closing attorney-client privilege and other privilege “common interest” or immunity attaching to any communication, advice or materials pertaining to the Transferred Subsidiaries, the Assets and the Assumed Liabilities that would be relevant to Buyer after the Closing, but not related to the Pre-Closing Representation, belongs to and shall be controlled by Buyer. Each of “joint defense” privilege. (c) Xxxxxx & Bird LLP and Morris, Nichols, Arsht & Xxxxxxx LLP is an intended beneficiary of this Section 11.15 12.14 and is entitled to enforce such this provision.

Waiver of Conflict; Disposition of Attorney-Client Privilege. In any dispute, action dispute or proceeding arising under or in connection with this Agreement or Agreement, the transactions contemplated hereby, Parent and any Seller Stockholder shall have the right, at their its election, to retain the firms firm of Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP to represent them it in such matter, and BuyerPurchaser, for itself and for its successors and assigns, hereby irrevocably waives, and shall cause the Transferred Subsidiaries Company to waive, any objection and consent to any such representation in any such matter, even if such representation is directly adverse to the interests of Buyer or any of the Transferred Subsidiaries and even if Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP represented any of the Transferred Subsidiaries in a matter directly related to such dispute, action or proceeding. Buyer acknowledges, on behalf of itself and the Transferred Subsidiaries, Purchaser acknowledges that the foregoing provision shall apply regardless of whether Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP provides legal services to any Transferred Subsidiaries the Company after the Closing. BuyerPurchaser, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parentthe Company, Sellers, (prior to the Closing) the Transferred Subsidiaries Stockholder and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute, action dispute or proceeding arising under or in connection with, this Agreement or any other agreement contemplated hereby, or any matter relating to any of the foregoing (the “Transaction Representation”)foregoing, are privileged communications among Parent, Sellersthe Company, the Transferred Subsidiaries Stockholder and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellersthe Stockholder. Further, Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among Parent, SellersNeither Purchaser, the Transferred Subsidiaries and their counsel, including Xxxxxx & Bird LLP or Morris, Nichols, Arsht & Xxxxxxx LLP, made in connection with Excluded Liabilities (together with the Transaction Representation solely with respect to pre-Closing communications, the “Pre-Closing Representation”) are privileged communications among Parent, Sellers, the Transferred Subsidiaries and such counsel and after the Closing, the privilege shall remain within the exclusive control of Parent and Sellers. Neither Buyer, any of the Transferred SubsidiariesCompany, nor any Table of Contents Person purporting to act on behalf of or through Buyer Purchaser or any of the Transferred SubsidiariesCompany, will seek to obtain the same by any process. In addition, if the transactions contemplated by this Agreement Transactions are consummated, all of Parent’s, Sellers’, and Transferred Subsidiaries’ the Company’s privileged records and the privilege rights and rights in the privileged information related to such transactions the Transactions will become property of (and be controlled by) Parent and Sellersthe Stockholder, and Purchaser hereby irrevocably disclaims the Transferred Subsidiaries shall not retain any copies of such records or have any access right to them. Notwithstanding assert a waiver by the foregoing, (x) in the event that a dispute arises between Buyer, the Transferred Subsidiaries or their then-Affiliates following the Closing, on the one hand, and a third party other than Parent and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Transferred Subsidiaries or former direct or indirect owners of Assets or the Assumed Liabilities), on the other hand, Buyer, the Transferred Subsidiaries or any of their respective Affiliates may assert Stockholder with regard to the attorney-client privilege with respect solely due to the Pre-Closing Representation to fact that such third party and (y) subject to and without waiver information is physically in the possession of the foregoing, and for the avoidance of doubt, each of the parties hereto hereby agrees that any pre-Closing attorney-client privilege and other privilege or immunity attaching to any communication, advice or materials pertaining to the Transferred Subsidiaries, the Assets and the Assumed Liabilities that would be relevant to Buyer Company after the Closing, but not related to the Pre-Closing Representation, belongs to and shall be controlled by Buyer. Each of Xxxxxx & Bird LLP and Morris, Nichols, Arsht & Xxxxxxx LLP is an intended beneficiary of this Section 11.15 9.16 and is entitled to enforce such provision.