Common use of Waiver of Conflicts; Attorney-Client Communications Clause in Contracts

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have acted as legal counsel to the Shareholders (including the Shareholders’ Agent) and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions) and (ii) the Law Firms intend to act as legal counsel to the Shareholder Parties after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby (I) waives and shall not assert, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to waive and not assert, any conflict of interest relating to the Law Firms’ representation of any Shareholder Party after the Closing in any matter involving the contemplated Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates.

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees that Recognizing that: (ii)(A) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP (“Xxxx, XxxxxXxxxxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have has acted as legal counsel to the Shareholders (including Group Companies, the Shareholders’ Agent) PubCo Parties, CF OMS and their respective Affiliates prior to the Closing, (collectively, the B) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP (“Shareholder PartiesXxxxxxxx”) and have has acted as legal counsel to the Company Group Companies, Blocker, Blocker Owner, the PubCo Parties and its Subsidiaries their respective Affiliates prior to the Closing Closing, and (C) CF OMS and Blocker Owner share a common legal interest with respect to, relating to, or in connection with the Transactions (including the negotiation, preparation, execution execution, delivery and delivery of closing under, or any dispute or Proceeding arising under or in connection with, this Agreement or any other Ancillary Agreement or any acquisition proposal (the “Common Legal Interest”); and that (ii)(A) CF OMS, Blocker Owner, the PubCo Parties and their respective Affiliates (other Transaction Documents, and than the consummation of the TransactionsGroup Companies) and (ii) the Law Firms intend may continue to engage Xxxxxxxx to act as legal counsel to the Shareholder Parties such Persons after the Closing in connection with any dispute arising under or related Closing, and (B) Blocker Owner and its respective Affiliates (other than the Group Companies) may engage Xxxxxxxx to this Agreement. Acquirer hereby act as legal counsel to such Persons after the Closing, MDH, on behalf of itself and each of its Subsidiaries (I) waives including, following the Closing, the Group Companies), consents to, waives, and shall will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, to cause the Company Group Companies to consent to, waive, and its Subsidiaries) to waive and not assertassert any present, any past or future actual or potential conflict of interest relating that may arise in connection with Xxxxxxxx or Xxxxxxxx representing CF OMS, Blocker Owner, the PubCo Parties or their respective Affiliates (including the Group Companies) prior to the Law Firms’ representation of any Shareholder Party or after the Closing in with respect to any matter involving the contemplated Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsprior representation, and the consummation communication by Xxxxxxxx or Xxxxxxxx to such Persons, in any such representation, of the Transactionsany fact known to Xxxxxxxx or Xxxxxxxx, including Company Attorney-Client Communications (as defined herein), including in connection with any Legal negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with either of MDH or the Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests resolution of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates.dispute. 84

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto Party acknowledges and agrees that (i) Xxxx, Weiss, Rifkind, Xxxxxxx one or more of the Transferred Companies and/or their respective Affiliates have retained Xxxxxxxx & Xxxxxxxx Xxxxx LLP and certain other law firms (“Xxxx, Xxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have acted as and relied on the in-house legal counsel to advisors of Seller (together with the Shareholders (including the Shareholders’ Agent) and their respective Affiliates (collectivelyLaw Firms, the “Shareholder PartiesLegal Advisors”) and have acted to act as legal their counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsrelated agreements, and the consummation of the Transactions) transactions contemplated hereby or thereby), as well as other past and ongoing matters, (ii) the Law Firms intend to act Legal Advisors have not acted as legal counsel to the Shareholder Parties after the Closing for Buyer or any of its past, present or future Affiliates in connection with the transactions contemplated by this Agreement and (iii) no Person other than Seller, the Transferred Companies or their respective Affiliates has the status of a Legal Advisors client for conflict of interest or any dispute arising under or related to this Agreementother purpose as a result thereof. Acquirer Buyer hereby (I) waives and shall will not assert, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) to waive and not assert, any conflict of interest relating to the Law FirmsLegal Advisors’ representation of any Shareholder Party after the Closing of Seller or its Affiliates in any matter involving the transactions contemplated Transactions by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsrelated agreements, and the consummation of the Transactionstransactions contemplated hereby or thereby), including in any Legal Proceeding in connection with the foregoinglitigation, arbitration, mediation or other proceeding, and (II) consents to, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) to consent to, any such representation, even though, in each case, (Ax) the interests of Seller or such Shareholder Parties Affiliates may be directly adverse to AcquirerBuyer, the Company Transferred Companies or their respective Affiliates, (By) any of the Law Firms Legal Advisor may have represented the Company Transferring Companies or its their respective Affiliates in a substantially related matter, or (Cz) any of the Law Firms Legal Advisor may be handling other ongoing matters for AcquirerBuyer, the Company Transferred Companies or any of their respective Affiliates.

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees Recognizing that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Fxxxx Xxxxx Txxx LLC (or any successor thereto) (“Xxxx, XxxxxFBT”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have has acted as legal counsel to the Shareholders (including Group Companies prior to the Shareholders’ Agent) Closing and may represent certain of the Company Equityholders and/or their respective Affiliates prior to the Closing, and that the Company Equityholders and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions) and (ii) the Law Firms intend may engage FBT to act as legal counsel to the Shareholder Parties Company Equityholders and/or their respective Affiliates after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby Closing, Parentco (I) waives on behalf of itself and shall each of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker)), consents to, waives, and will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, to cause its Subsidiaries (including the Company Group Companies and its SubsidiariesTastemaker) to waive consent to, waive, and not assert, any present, past or future actual or potential conflict of interest relating that may arise in connection with FBT representing any or all of the Company Equityholders and/or their respective Affiliates, and the communication to the Law Firms’ representation such Persons, in any such representation, of any Shareholder Party after the Closing fact known to FBT, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any matter involving way related to a dispute with Parentco, the contemplated Transactions Group Companies or any other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute , and (ii) DLA Piper LLP (US) (“DLA”) has acted as legal counsel to (A) certain Tastemaker equityholders (including the negotiationSponsor) and their respective Affiliates (the “Specified Tastemaker Equityholders”) and (B) Tastemaker and its Affiliates, preparationin each case, execution and delivery of this Agreement and prior to the other Transaction DocumentsClosing, and that certain Specified Tastemaker Equityholders intend to continue to engage DLA to act as legal counsel to such Specified Tastemaker Equityholders, Parentco (on behalf of itself and each of its Subsidiaries (including, following the consummation of Closing, the TransactionsGroup Companies and Tastemaker), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, waives, and shall cause each of its Affiliates (includingwill not assert, and agrees, after the Closing, to cause its Subsidiaries (including the Company Group Companies and its SubsidiariesTastemaker) to consent to, waive, and to not assert, any present, past or future actual or potential conflict of interest that may arise in connection with DLA representing any or all of the Tastemaker equityholders (including the Sponsor) and their respective Affiliates, and the communication to such Persons, in any such representation, even thoughof any fact known to DLA, including Attorney-Client Communications, including in each caseconnection with any negotiation, (A) arbitration, mediation, litigation or other Proceeding in any way related to a dispute with Parentco, the interests Group Companies or any other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliatesdispute.