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 Xxxxxxx Coie LLP (“Firm”), and not any of its individual Equityholders. After the Closing, it is possible that Firm will represent the Equityholders and/or the Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the 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 litigation, claim or obligation arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each of the parties hereto 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 representation. Each of the parties hereto 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.

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 Xxxxxxx Coie LLP (“Firm”), and not any of its individual Equityholders. After prior to the Closing, it is possible that Firm will represent the Equityholders and/or the Representative and their respective Affiliates Rxxx Xxxxxx, PC (individually and 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 Rxxx Xxxxxx to represent its respective interests, including, without limitation, in connection with any dispute relating in any manner to this Agreement or the transactions contemplated herein or in connection with thereby (a “Dispute”). Parent irrevocably waives, consents to and covenants not to assert (and agrees following Closing to cause the Escrow Fund Company to waive, and not to assert) any claims made thereunder pursuant objection, based on conflict of interest or otherwise, to this Agreement any representation of any Stockholder or the Escrow Fund. ParentStockholders’ Representative by Rxxx Xxxxxx, the Interim Surviving Corporationincluding, 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 Groupwithout limitation, in connection with any litigation, claim or obligation arising out of or relating to this AgreementDispute. Parent acknowledges and agrees that (i) all communications between Rxxx Xxxxxx and the Company, or any of the Company’s employees, agents or representatives, in each case during the representation by Rxxx Xxxxxx of the Company with respect to the transactions contemplated by this Agreement. Each of the parties hereto 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 representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully consideredconstitute privileged attorney-communications, and that the parties have consulted 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 Company to, seek to obtain any such communications or any of the files maintained by Rxxx Xxxxxx with counsel respect to matters for the Company or have been advised they should do so any of its Subsidiaries; provided, however, that the restriction contained in this connectionSection 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 the Company’s knowledge or (B) any claim of Fraud.

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, and Affiliates that the Company is the client of Xxxxxxx Coie Holland & Knight LLP (together with any successor thereof, the “Firm”)) represents the Company, MBF Acquisition, FDC Management, LLC and FDC Limited II, LLC, and not any of its individual Equityholdersthe other Sellers. After the Closing, it is possible that the Firm will represent the Equityholders MBF Acquisition, FDC Management, LLC and FDC Limited II, LLC, and/or the Representative and their respective Affiliates (individually other than the Company and its Subsidiaries) (collectively, the “Seller Group”) in connection with this Agreement, agreements and documents to be delivered in accordance herewith and the transactions contemplated herein or in connection with the Escrow Fund and any claims made thereunder pursuant to this Agreement or the Escrow Fund. Parenttherein (collectively, the Interim Surviving Corporation, Final Surviving Entity “Representation Matters”). Purchaser and the Company hereby agree that the 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 with respect to any of the Escrow Fund and any claims that may be made thereunder pursuant to this AgreementRepresentation Matters. 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 any of the transactions contemplated by this AgreementRepresentation Matters. Each of the parties hereto Parties consents thereto, and waives any conflict of interest arising therefrom, and each such party 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, and that the parties Parties have consulted with counsel or have been advised they should do so in connection with this connectionSection 12.21.

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 Xxxxxx Xxxxxxx Coie LLP Xxxxxxxx & Xxxxxx (“FirmWSGR”), and not any of its individual Equityholders. After the Closing, it is possible that Firm WSGR will represent the Equityholders and/or Shareholders, the Shareholder Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with matters related to this Agreement, including, without limitation, matters related to the transactions contemplated herein or in connection with the Escrow Fund Indemnity Holdback and any claims made thereunder related thereto pursuant to this Agreement or the Escrow FundAgreement. Parent, the Interim Company and the Surviving Corporation, Final Surviving Entity and the Company hereby agree that Firm WSGR (or any successor) may represent the Seller Group in the future in connection with issues that may arise under matters related to this Agreement or the administration of the Escrow Fund and any claims that may be made thereunder pursuant to this Agreement. Firm WSGR (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, Agreement or the transactions contemplated by this Agreement. Each Agreement and each of the parties hereto hereby consents thereto, thereto and waives any conflict of interest arising therefrom, therefrom and each of such party 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, 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 connectionwaiver and consent.