Common use of Waiver of Conflict Clause in Contracts

Waiver of Conflict. Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub without the prior written consent of the Company Stockholder Representative.

Waiver of Conflict. Each Recognizing that Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP (“NMRS”) has acted as legal counsel to certain holders of Lime Stock and the Parties acknowledges Lime Entities prior to the Closing, and agreesthat NMRS intends to act as legal counsel to certain holders of Lime Stock after the Closing, each of Parent and the Surviving Corporation (including on behalf of Lime) hereby waives, on its own behalf and on behalf of agrees to cause its directorsAffiliates to waive, members, partners, officers, employees and Affiliates any conflicts that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not may arise in connection with NMRS representing any of the Company Stockholdersholders of Lime Stock and/or its Affiliates after the Closing as such representation may relate to Parent, Lime or the transactions 77 contemplated herein. After In addition, all communications involving attorney-client confidences between any holders of Lime Stock and its Affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (collectively, “Acquisition Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to such holders of Lime Stock and their Affiliates (and not Lime). Accordingly, Lime shall not have access to any Acquisition Privileged Communications, or to the files of NMRS relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, it is possible that Firm will represent (i) the Company Stockholders, the Company Stockholder Representative applicable holders of Lime Stock and their respective Affiliates (individually and not Lime) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Lime nor the Surviving Corporation shall be a holder thereof, (ii) to the extent that files of NMRS in respect of such engagement constitute property of the client, only the applicable holders of Lime Stock and their Affiliates (and not Lime) shall hold such property rights and (iii) NMRS shall have no duty whatsoever to reveal or collectivelydisclose any such attorney-client communications or files to Lime by reason of any attorney-client relationship between NMRS and Lime or otherwise. Notwithstanding the foregoing, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant event that a dispute arises between Parent or Lime and a Third Party (other than a party to this Agreement or any of their respective Affiliates) after the Escrow Agreement. The BuyerClosing, Merger Sub and the Company hereby agree that Firm Surviving Corporation (or any successorincluding on behalf of Lime) may represent assert the Seller Group in the future in connection with issues that may arise under this Agreementattorney-client privilege to prevent disclosure of confidential communications by NMRS to such Third Party; provided, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntaryhowever, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will Surviving Corporation may not be disclosed to the Buyer or Merger Sub waive such privilege without the prior written consent of the Company Stockholder Representativeholders of Lime Stock. Parent agrees that it shall not, and that after the Closing it shall cause its Affiliates (including the Surviving Corporation) not to, (i) access or use the Acquisition Privileged Communications, including by way of review of any electronic data, communications or other information, or by otherwise asserting that Parent or any of its Affiliates (including the Surviving Corporation) has the right to waive the attorney-client or other privilege, or (ii) seek to obtain the Acquisition Privileged Communications from NMRS.

Waiver of Conflict. Each It is acknowledged by each of the Parties acknowledges parties hereto that Owners and agrees, on its own behalf and on behalf each of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates have retained Xxxx Xxxxx LLP (individually or collectively, the “Seller GroupOwners Counsel”) to act as their counsel in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, hereby and that Owners Counsel has not acted as counsel for any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future other Person in connection with issues the transactions contemplated hereby and that no other Person has the status of a client of the Owners Counsel for conflict of interest or any other purposes as a result thereof. Owners and Buyer hereby agree that, in the event that a dispute arises between Owners and Buyer or any of their respective Affiliates, Owners Counsel may arise under represent Owners or any of their Affiliates in such dispute even though the interests of Owners or any of its Affiliates may be directly adverse to Buyer or any of its respective Affiliates and even though Owners Counsel may have represented Buyer in a matter substantially related to such dispute, and Buyer and the irrespective Affiliates hereby waive, on behalf of itself and each of its Affiliates, any conflict of interest in connection with such representation by Owners Counsel and agree not to seek to have Owners Counsel disqualified from representing Owners or any of their Affiliates in connection with such dispute. Each of Owners and Buyer further agrees that, as to all pre-Closing communications between or among any of Owners Counsel, Owners and any of their respective Affiliates or advisors, agents or representatives to the extent related to the transactions contemplated by this Agreement, the Escrow Agreementattorney-client privilege, the administration expectation of client confidence and all other rights to any evidentiary privilege belong to Owners and their Affiliates, as applicable, and may be controlled by Owners and their Affiliates and shall not pass to or be claimed by Buyer or any of its respective Affiliates. Each of Buyer and Owners further agrees, on behalf of itself and its Affiliates, that all communications that occurred prior to the escrowed funds described Closing in Section 1.8 hereof any form or format whatsoever between or among any of Owners Counsel, Owners and any claims of their respective Affiliates, advisors, agents or representatives that may be made thereunder pursuant relate to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion negotiation, documentation and consummation of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest dispute arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyerunder this Agreement (collectively, the Merger Sub “Deal Communications”) shall be deemed to be retained and owned collectively by Owners, shall be controlled by Owners and shall not pass to or be claimed by Buyer or its Affiliates. All Deal Communications that are attorney-client privileged (the Company acknowledges “Privileged Deal Communications”) shall remain privileged after the Closing. To the extent that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so files in this connection. respect of any Privileged Deal Communications between the Company and Firm will become the constitute property of the Company Stockholder Representative client, the privilege and the Company Stockholders following the Closing expectation of client confidence relating thereto shall belong solely to Owners and will their Affiliates, shall be controlled by Owners and their Affiliates and shall not pass to or be disclosed to the claimed by Buyer or Merger Sub without the prior written consent of the Company Stockholder Representativeits Affiliates. [Signature Pages Follow.]

Waiver of Conflict. Each Recognizing that Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Pinsent Masons (“Pinsent Masons”, and together with Xxxxxx Xxxxxxx, the “Law Firms”) have acted as legal counsel to the Company and the Subsidiary prior to the Closing Date in the course of the Parties acknowledges negotiation, documentation and agreesconsummation of the transactions contemplated hereby (the “Current Representation”), and that Law Firms may act as legal counsel to Sellers and their Affiliates after the Closing Date in connection with the Current Representation, each of the Company, Subsidiary and Buyer hereby waives, on its own behalf and on behalf agrees to cause its Affiliates to waive, any conflicts that may arise directly as a result of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not Law Firms representing any of the Company StockholdersSellers or their Affiliates after the Closing Date to the extent connected with the Current Representation. After In addition, all communications involving attorney-client communications between or among the ClosingCompany, it is possible that Firm will represent the Company StockholdersSubsidiary, the Company Stockholder Representative and Sellers, or any of their respective Affiliates and the Law Firms, solely to the extent that such communications (individually a) would be considered attorney-client confidences under applicable Law and (b) (i) solely relate to the Current Representation or collectively(ii) solely relate to Sellers (the “Privileged Communications”) shall be deemed to be attorney-client confidences of Sellers (and not Buyer). Accordingly, the “Seller Group”Privileged Communications shall remain privileged after the Closing Date and the Company, Subsidiary or Buyer shall not use any such Privileged Communications or demand access to the files of the Law Firms related to the Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing Date, (i) Sellers (and not the Company, Subsidiary or Buyer) shall be the sole holder of the attorney-client privilege with respect to the Privileged Communications, and the Company or Subsidiary shall not be a holder thereof, (ii) to the extent that files of the Law Firms in connection with respect of Privileged Communications constitute property of the transactions contemplated hereinclient, only Sellers (and not the Company, Subsidiary or Buyer) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such Privileged Communications or such files thereof to the Company, Subsidiary or Buyer by reason of any attorney-client relationship between the Law Firms and the Company, Subsidiary or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant Subsidiary and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Escrow Agreement. The BuyerClosing Date, Merger Sub and the Company hereby agree or Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by the Law Firms to such third 44 party; provided, however, that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and neither the Company consents thereto, and waives any conflict of interest arising therefrom, and each nor the Subsidiary may waive such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub privilege without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). The Parties hereto agree that, other than the Privileged Communications, as to all other pre-Closing communications between the Law Firms, on the one hand, and the Company, Subsidiary or any of its Affiliates, on the other hand, including such communications that relate to the prior and ongoing business of the Company Stockholder Representativeor Subsidiary, the attorney-client privilege and all other rights to any evidentiary privilege shall continue to belong to the Company or Subsidiary and may be controlled by the Company or the Subsidiary and shall not pass to or be claimed by Sellers or their Affiliates. Buyer shall not knowingly disclose any Privileged Communications to any third party following the Closing Date, unless compelled to disclose such Privileged Communications by judicial or administrative process or by other applicable Law. Buyer shall, to the extent permitted by applicable Law, promptly upon receipt by Buyer of any subpoena, discovery or other request from a third party that, to Buyer’s knowledge, calls for the production or disclosure of any Privileged Communications, promptly notify the Sellers of the existence of such subpoena, discovery or other request so that Sellers may assert, at the Sellers’ sole cost, any rights it may have to prevent the production or disclosure of such Privileged Communications.

Waiver of Conflict. Each Recognizing that Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Pinsent Masons (“Pinsent Masons”, and together with Xxxxxx Xxxxxxx, the “Law Firms”) have acted as legal counsel to the Company and the Subsidiary prior to the Closing Date in the course of the Parties acknowledges negotiation, documentation and agreesconsummation of the transactions contemplated hereby (the “Current Representation”), and that Law Firms may act as legal counsel to Sellers and their Affiliates after the Closing Date in connection with the Current Representation, each of the Company, Subsidiary and Buyer hereby waives, on its own behalf and on behalf agrees to cause its Affiliates to waive, any conflicts that may arise directly as a result of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not Law Firms representing any of the Company StockholdersSellers or their Affiliates after the Closing Date to the extent connected with the Current Representation. After In addition, all communications involving attorney-client communications between or among the ClosingCompany, it is possible that Firm will represent the Company StockholdersSubsidiary, the Company Stockholder Representative and Sellers, or any of their respective Affiliates and the Law Firms, solely to the extent that such communications (individually a) would be considered attorney-client confidences under applicable Law and (b) (i) solely relate to the Current Representation or collectively(ii) solely relate to Sellers (the “Privileged Communications”) shall be deemed to be attorney-client confidences of Sellers (and not Buyer). Accordingly, the “Seller Group”Privileged Communications shall remain privileged after the Closing Date and the Company, Subsidiary or Buyer shall not use any such Privileged Communications or demand access to the files of the Law Firms related to the Privileged Communications. Without limiting the generality of the foregoing, upon and after the Closing Date, (i) Sellers (and not the Company, Subsidiary or Buyer) shall be the sole holder of the attorney-client privilege with respect to the Privileged Communications, and the Company or Subsidiary shall not be a holder thereof, (ii) to the extent that files of the Law Firms in connection with respect of Privileged Communications constitute property of the transactions contemplated hereinclient, only Sellers (and not the Company, Subsidiary or Buyer) shall hold such property rights and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such Privileged Communications or such files thereof to the Company, Subsidiary or Buyer by reason of any attorney-client relationship between the Law Firms and the Company, Subsidiary or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant Subsidiary and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Escrow Agreement. The BuyerClosing Date, Merger Sub and the Company hereby agree or Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by the Law Firms to such third party; provided, however, that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and neither the Company consents thereto, and waives any conflict of interest arising therefrom, and each nor the Subsidiary may waive such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub privilege without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). The Parties hereto agree that, other than the Privileged Communications, as to all other pre-Closing communications between the Law Firms, on the one hand, and the Company, Subsidiary or any of its Affiliates, on the other hand, including such communications that relate to the prior and ongoing business of the Company Stockholder Representativeor Subsidiary, the attorney-client privilege and all other rights to any evidentiary privilege shall continue to belong to the Company or Subsidiary and may be controlled by the Company or the Subsidiary and shall not pass to or be claimed by Sellers or their Affiliates. Buyer shall not knowingly disclose any Privileged Communications to any third party following the Closing Date, unless compelled to disclose such Privileged Communications by judicial or administrative process or by other applicable Law. Buyer shall, to the extent permitted by applicable Law, promptly upon receipt by Buyer of any subpoena, discovery or other request from a third party that, to Buyer’s knowledge, calls for the production or disclosure of any Privileged Communications, promptly notify the Sellers of the existence of such subpoena, discovery or other request so that Sellers may assert, at the Sellers’ sole cost, any rights it may have to prevent the production or disclosure of such Privileged Communications.

Waiver of Conflict. Each of the Parties acknowledges Parent, Merger Sub and agrees, on its own behalf Banyan each: (a) acknowledge and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP agree that: (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”i) in connection with drafting this Plan and the transactions contemplated hereinhereby, Xxxxxxx Legal Group, PLLC (the “Law Firm”) represents all three parties, but not the Committee; and (ii) the Law Firm has represented, and may hereafter represent, Parent and Banyan and their affiliates or subsidiaries in other legal, financial and business matters; (b) consent to the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyerrepresentation of each of Parent, Merger Sub and Banyan by the Company hereby agree that Law Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under drafting this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof Plan and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to hereby; (c) waive any conflict of interest arising from such representations. Each that could arise as a result of the Buyerrepresentation of each of Parent, the Merger Sub and Banyan in connection with drafting this Plan and the Company acknowledges that such consent transactions contemplated hereby or the future representation of Parent and waiver is voluntary, that it has been carefully considered, Banyan or their affiliates or subsidiaries in any matter not related to drafting this Plan and the transactions contemplated hereby; (d) acknowledge that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Law Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed able to represent any of Parent, Merger Sub and Banyan in any controversies related to this Plan and the transactions contemplated hereby that cannot be resolved amicably; (e) agree that the Law Firm may freely convey to the Buyer other parties necessary information provided to the Law Firm in the course of drafting this Plan and the transactions contemplated hereby unless all three parties expressly agree to the contrary; and (f) agree to indemnify and hold harmless the Law Firm and its affiliates, successors and assigns from any claim, loss, expense, liability, action or damage resulting from any claim of a conflict of interest, negligence or breach of fiduciary duties by anyone, including shareholders of Parent or Banyan or the Committee in connection with the Law Firm’s representation of each of Parent, Merger Sub without and Banyan in connection with drafting this Plan and the prior written consent transactions contemplated hereby. IN WITNESS THEREOF, this Plan of Merger has been executed by the undersigned as of the Company Stockholder Representativedate first set forth above. BANYAN PEDIATRIC CARE CENTERS, INC., a Florida corporation By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, President BPCC ACQUISITION, INC., a Florida corporation By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, President ASSISTED 4 LIVING, INC., a Nevada corporation By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, CEO