Common use of Waiver of Conflict Clause in Contracts

Waiver of Conflict. Each of the parties hereto 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 each of Xxxx Xxxxxxx LLP and DLA Piper US LLP (each a “Law Firm”). After the Closing, it is possible that Law Firm will represent the Company Stockholders, holders of Company Options, Company Warrantholders, the Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Amount and any claims related thereto pursuant to this Agreement. Parent, the Company and the Surviving Corporation, hereby agree that each Law Firm (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Each Law Firm (or any successor) may serve as counsel to 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 or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Waiver of Conflict. Each of the parties hereto 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 each of Xxxx Xxxxxxx LLP and DLA Piper US Coie LLP (each a “Law Firm”), and not any of its individual Equityholders. After the Closing, it is possible that Law Firm will represent the Company Stockholders, holders of Company Options, Company Warrantholders, Equityholders and/or the Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related the transactions contemplated herein or in connection with the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Amount and any claims related thereto pursuant to this AgreementFund. Parent, the Company and the Interim Surviving Corporation, Final Surviving Entity and the Company hereby agree that each Law Firm (or any successor) may represent the Seller Group in the future in connection with matters related to issues that may arise under this Agreement or the administration of the Escrow Agreement Fund and any claims that may be made thereunder pursuant to this Agreement. Each Law 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 or the Escrow Agreement Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement and each Agreement. Each of the parties hereto hereby consents thereto thereto, and waives any conflict of interest arising therefrom therefrom, and each of such parties party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered considered, and that the parties have consulted with counsel or have been advised they should do so in connection with this waiver and consent.connection. [Signature Page Follows]

Waiver of Conflict. Each of the parties hereto acknowledges The Parties acknowledge that at 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 each of Xxxx Xxxxxxx LLP and DLA Piper US LLP (each a “Law Firm”). After prior to the Closing, it is possible that Law Firm will represent Rxxx Xxxxxx, PC (“Rxxx Xxxxxx”) has acted as counsel for the Company Stockholdersand agree that subsequent to the Closing, holders of Company Options, Company Warrantholders, the any Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow AgreementStockholders’ Representative shall have the right to retain Rxxx Xxxxxx to represent its respective interests, including, without limitation, matters related to the Escrow Amount and in any claims related thereto pursuant to this Agreement. Parent, the Company and the Surviving Corporation, hereby agree that each Law Firm (or dispute relating in any successor) may represent the Seller Group in the future in connection with matters related manner to this Agreement or the Escrow Agreement transactions contemplated herein or thereby (a “Dispute”). Parent irrevocably waives, consents to and covenants not to assert (and agrees following Closing to cause the Company to waive, and not to assert) any claims that may be made thereunder pursuant objection, based on conflict of interest or otherwise, to this Agreement. Each Law Firm (any representation of any Stockholder or any successor) may serve as counsel to Seller Group or any directorthe Stockholders’ Representative by Rxxx Xxxxxx, memberincluding, partner, officer, employee, representative, or Affiliate of the Seller Groupwithout limitation, in connection with any litigationDispute. Parent acknowledges and agrees that (i) all communications between Rxxx Xxxxxx and the Company, claim or obligation arising out any of the Company’s employees, agents or relating representatives, in each case during the representation by Rxxx Xxxxxx of the Company with respect to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement Agreement, constitute privileged attorney-communications, and that the Stockholders’ Representative has sole authority to authorize, or refuse to authorize, disclosure of any such communications, and (ii) Parent will not, and it will not cause the Escrow Agreement and each Company to, seek to obtain any such communications or any of the parties hereto hereby consents thereto and waives files maintained by Rxxx Xxxxxx with respect to matters for the Company or any conflict of interest arising therefrom and each of its Subsidiaries; provided, however, that the restriction contained in this Section 11.9 shall not apply to any such parties shall cause communication or advice that reflects or demonstrates any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each Knowledge or intent of the parties hereto acknowledges that such consent and waiver is voluntaryCompany, has been carefully considered and any stockholder of the parties have consulted with counsel Company or been advised they should do so any Representatives of the Company in connection with any dispute concerning (A) any actual or alleged breach of any representation or warranty contained in this waiver and consentAgreement that is qualified by the Company’s knowledge or (B) any claim of Fraud.

Waiver of Conflict. Each of the parties hereto 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 each of Xxxx Xxxxxx Xxxxxxx LLP and DLA Piper US LLP Xxxxxxxx & Xxxxxx (each a “Law FirmWSGR”). After the Closing, it is possible that Law Firm WSGR will represent the Company Stockholders, holders of Company Options, Company WarrantholdersShareholders, the Stockholder Shareholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Amount Indemnity Holdback and any claims related thereto pursuant to this Agreement. Parent, the Company and the Surviving Corporation, hereby agree that each Law Firm WSGR (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Each Law Firm WSGR (or any successor) may serve as counsel to 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 or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consent.

Waiver of Conflict. Each of the parties hereto Parties acknowledges and agrees, on his or its own behalf and on behalf of its directors, members, partners, officers, employeesemployees and Affiliates, that Holland & Knight LLP (together with any successor thereof, the “Firm”) represents the Company, MBF Acquisition, FDC Management, LLC and FDC Limited II, LLC, and Affiliates that not any of the Company is the client of each of Xxxx Xxxxxxx LLP and DLA Piper US LLP (each a “Law Firm”)other Sellers. After the Closing, it is possible that Law the Firm will represent the Company StockholdersMBF Acquisition, holders of Company OptionsFDC Management, Company WarrantholdersLLC and FDC Limited II, the Stockholder Representative and LLC, and/or their respective Affiliates (individually other than the Company and its Subsidiaries) (collectively, the “Seller Group”) in connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related agreements and documents to be delivered in accordance herewith and the Escrow Amount transactions contemplated herein and any claims related thereto pursuant to this Agreement. Parenttherein (collectively, the Company “Representation Matters”). Purchaser and the Surviving Corporation, Company hereby agree that each Law the Firm (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement or the Escrow Agreement and any claims issues that may be made thereunder pursuant arise with respect to this Agreementany of the Representation Matters. Each Law The 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, representative or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each any of the parties hereto hereby Representation Matters. Each of the Parties consents thereto thereto, and waives any conflict of interest arising therefrom therefrom, and each of such parties Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered considered, and that the parties Parties have consulted with counsel or have been advised they should do so in connection with this waiver and consentSection 12.21.

Waiver of Conflict. Each The parties intend that Servigistics, LLC and each Seller shall have the right, should each so choose, to have the benefit of the parties hereto acknowledges representation by Wxxxxx Xxxxxxx Xxxxxxxx and agreesRxxxxx, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company is the client of each of Xxxx Xxxxxxx LLP and DLA Piper US LLP Professional Corporation (each a “Law Firm”). After the Closing, it is possible that Law Firm will represent the Company Stockholders, holders of Company Options, Company Warrantholders, the Stockholder Representative and their respective Affiliates (individually and collectively, the “Seller GroupWSGR”) in connection with matters related under this Agreement and the Related Agreements (the “Specified Matters”). Accordingly, each party agrees that this Agreement will (a) constitute consultation with respect to the potential conflict of interest that WSGR may have as a result of its representation of the Company and its Subsidiaries both historically and in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, (b) confirm that each party understands the risks associated with potential conflicts of interest and that the parties have alternatives to waiving the potential conflict (including refusing to waive the potential conflict or declining to engage in the matter giving rise to the potential conflict) and (c) that the parties still wish to consent to WSGR’s representation, if requested, of Servigistics, LLC and/or each Seller in connection with the Specified Matters, and waive any conflicts of interest which may exist as a result of such representation, including in connection with any suit, claim, counterclaim, action, arbitration or proceeding arising among the parties, or any of them, regarding this Agreement or the Escrow AgreementRelated Agreements. Notwithstanding the foregoing, including, without limitation, matters related nothing in this Section 10.13 shall constitute or be construed as granting any release of WSGR with respect to any obligations of confidentiality or ethics or with respect to the Escrow Amount and any claims related thereto pursuant preservation of attorney-client privilege owed to this Agreement. Parent, the Company and the Surviving Corporation, hereby agree that each Law Firm (or any successorof its Subsidiaries, other than (and solely) may represent the Seller Group in the future in connection with matters related respect to a Specified Matter. [The remainder of this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. Each Law Firm (or any successor) may serve as counsel to 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 or the Escrow Agreement or the transactions contemplated by this Agreement or the Escrow Agreement and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver page is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so in connection with this waiver and consentintentionally left blank.]