Common use of Waiver of Conflict Clause in Contracts

Waiver of Conflict. Purchaser (on behalf of itself and its Affiliates, including the Group Companies following the Closing) hereby irrevocably acknowledges and agrees that (a) SellerCo, its Affiliates and their respective Representatives (collectively, the “Seller Group”) shall have the right to retain Proskauer Rose LLP (the “Designated Firm”) to represent its or their interests in any dispute arising under or in connection with this Agreement, any Transaction Document, or the transactions contemplated hereby or thereby (a “Dispute”); and irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any such representation of the Seller Group by the Designated Firm in any Dispute, (b) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one hand, and the Designated Firm, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging to the Seller Group, (c) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group, and (d) after the Closing, to the extent Purchaser or any of its Affiliates (including the Group Companies) should discover in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection.

Waiver of Conflict. Purchaser (on behalf of itself The Parties acknowledge that at and its Affiliates, including the Group Companies following prior to the Closing) hereby irrevocably acknowledges and agrees that , Rxxx Xxxxxx, PC (a) SellerCo, its Affiliates and their respective Representatives (collectively, the “Seller GroupRxxx Xxxxxx”) has acted as counsel for the Company and agree that subsequent to the Closing, any Stockholder or the Stockholders’ Representative shall have the right to retain Proskauer Rose LLP (the “Designated Firm”) Rxxx Xxxxxx to represent its or their interests respective interests, including, without limitation, in any dispute arising under or relating in connection with any manner to this Agreement, any Transaction Document, Agreement or the transactions contemplated hereby herein or thereby (a “Dispute”); and . 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 objection, based on conflict of interest or otherwise, to any such representation of any Stockholder or the Seller Group Stockholders’ Representative by the Designated Firm Rxxx Xxxxxx, including, without limitation, in connection with any Dispute, . Parent acknowledges and agrees that (bi) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one hand, Rxxx Xxxxxx and the Designated Firm, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing underCompany, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (Company’s employees, agents or representatives, in each case during the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging representation by Rxxx Xxxxxx of the Company with respect to the Seller Grouptransactions contemplated by this Agreement, (c) all rights to such Protected Seller Communicationsconstitute privileged attorney-communications, and that the control Stockholders’ Representative has sole authority to authorize, or refuse to authorize, disclosure of the confidentiality and privilege applicable thereto, shall be retained by the Seller Groupany such communications, and (dii) after Parent will not, and it will not cause the ClosingCompany to, seek to obtain any such communications or any of the extent Purchaser files maintained by Rxxx Xxxxxx with respect to matters for the Company or any of its Affiliates (including Subsidiaries; provided, however, that the Group Companies) should discover restriction contained in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and this Section 11.9 shall not apply to any such communication or advice that reflects or demonstrates any Knowledge or intent of the Company, any stockholder of the Company or 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 Agreement that is qualified by reason thereof assert the Company’s knowledge or (B) any loss claim of confidentiality or privilege protectionFraud.

Waiver of Conflict. Purchaser (Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of itself its directors, members, partners, officers, employees, and Affiliates that the Company is the client of Xxxxxxx Coie LLP (“Firm”), and not any of its Affiliates, including the Group Companies following individual Equityholders. After the Closing) hereby irrevocably acknowledges and agrees , it is possible that (a) SellerCo, its Affiliates Firm will represent the Equityholders and/or the Representative and their respective Representatives Affiliates (individually and collectively, the “Seller Group”) shall have in connection with the right to retain Proskauer Rose LLP (the “Designated Firm”) to represent its or their interests in any dispute arising under transactions contemplated herein or in connection with the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Fund. Parent, the Interim Surviving Corporation, Final Surviving Entity 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 or the administration of the Escrow Fund and any claims that may be made thereunder pursuant to this 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 Transaction Documentlitigation, claim or obligation arising out of or relating to this Agreement, or the transactions contemplated hereby or thereby (a “Dispute”); by this Agreement. Each of the parties hereto consents thereto, and irrevocably waives, consents to and covenants not to assert waives any objection, based on conflict of interest or otherwisearising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation representation. Each of the Seller Group by the Designated Firm in any Disputeparties hereto acknowledges that such consent and waiver is voluntary, (b) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one handthat it has been carefully considered, and that the Designated Firm, on the other hand, made parties have consulted with counsel or have been advised they should do so in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging to the Seller Group, (c) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group, and (d) after the Closing, to the extent Purchaser or any of its Affiliates (including the Group Companies) should discover in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionconnection.

Waiver of Conflict. Purchaser (Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of itself its directors, members, partners, officers, employees, and its Affiliates, including Affiliates that the Group Companies following Company is the client of each of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”). After the Closing) hereby irrevocably acknowledges and agrees , it is possible that (a) SellerCoWSGR will represent the Shareholders, its Affiliates the Shareholder Representative and their respective Representatives Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement, including, without limitation, matters related to the Indemnity Holdback and any claims related thereto pursuant to this Agreement. Parent, the Company and the Surviving Corporation, hereby agree that WSGR (or any successor) may represent the Seller Group in the future in connection with matters related to this Agreement and any claims that may be made thereunder pursuant to this Agreement. 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 transactions contemplated by this 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 the right to retain Proskauer Rose LLP (the “Designated Firm”) to represent its consulted with counsel or their interests in any dispute arising under or been advised they should do so in connection with this Agreement, any Transaction Document, or the transactions contemplated hereby or thereby (a “Dispute”); waiver and irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any such representation of the Seller Group by the Designated Firm in any Dispute, (b) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one hand, and the Designated Firm, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging to the Seller Group, (c) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group, and (d) after the Closing, to the extent Purchaser or any of its Affiliates (including the Group Companies) should discover in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionconsent.

Waiver of Conflict. Purchaser (Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of itself its directors, members, partners, officers, employees, and its Affiliates, including Affiliates that the Group Companies following Company is the client of each of Xxxx Xxxxxxx LLP and DLA Piper US LLP (each a “Law Firm”). After the Closing) hereby irrevocably acknowledges and agrees , it is possible that (a) SellerCoLaw Firm will represent the Company Stockholders, its Affiliates holders of Company Options, Company Warrantholders, the Stockholder Representative and their respective Representatives 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 the right to retain Proskauer Rose LLP (the “Designated Firm”) to represent its consulted with counsel or their interests in any dispute arising under or been advised they should do so in connection with this Agreement, any Transaction Document, or the transactions contemplated hereby or thereby (a “Dispute”); waiver and irrevocably waives, consents to and covenants not to assert any objection, based on conflict of interest or otherwise, to any such representation of the Seller Group by the Designated Firm in any Dispute, (b) all communications between the Seller Group (including the Group Companies prior to the Closing), on the one hand, and the Designated Firm, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any Dispute arising in connection with, this Agreement or any Transaction Document or otherwise relating to any potential sale of the Group Companies (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications belonging to the Seller Group, (c) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group, and (d) after the Closing, to the extent Purchaser or any of its Affiliates (including the Group Companies) should discover in its possession any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to SellerCo, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionconsent.