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

Waiver of Conflicts; Attorney-Client Privilege. (a) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any of its Affiliates or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, by any legal counsel currently representing Seller or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated thereby (the “Current Representation”). (b) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates to waive and not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any of its Affiliates, it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated thereby, or to communications with any Person other than the Designated Persons.

Waiver of Conflicts; Attorney-Client Privilege. (a) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates (including the Company) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller Seller, Seller’s direct or indirect equity holders or any of its their respective Affiliates or any shareholderpresent or former member, officer, employee employee, manager or director of Seller the Company, Seller, Seller’s direct or indirect equity holders or any of its their respective Affiliates (any such Person, a the “Designated PersonPersons”) in any matter involving this Agreement Agreement, the Ancillary Agreements or any other agreements or transactions contemplated therebyhereby, by any legal counsel currently representing Seller Seller, the Company or any of its their respective Affiliates in connection with this Agreement or any other agreements or transactions contemplated thereby by this Agreement (the “Current Representation”). (b) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates (including the Company) to waive and not assert, any attorney-attorney client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any of its Affiliates, it being the intention of the parties hereto to this Agreement that all such rights to such attorney-attorney client privilege and to control such attorney-attorney client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated thereby, or to communications with any Person other than the Designated Persons.

Waiver of Conflicts; Attorney-Client Privilege. (a) Buyer Acquirer waives and will not assert, and Buyer Acquirer agrees to cause its Affiliates (including the Company) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller Contributor or any of its Affiliates or any present or former shareholder, officer, employee employee, manager or director of Seller Contributor or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated therebyhereby, by any legal counsel currently representing Seller Contributor or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated thereby by this Agreement (the “Current Representation”). (b) Buyer Acquirer waives and will not assert, and Buyer Acquirer agrees to cause its Affiliates (including the Company) to waive and not assert, any attorney-attorney client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer Acquirer or any of its Affiliates, it being the intention of the parties hereto Parties that all such rights to such attorney-attorney client privilege and to control such attorney-attorney client privilege shall be retained by SellerContributor; provided that that, the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated thereby, or to communications with any Person other than the Designated Persons.

Waiver of Conflicts; Attorney-Client Privilege. (a) Buyer Purchaser waives and will not assert, and Buyer Purchaser agrees to cause its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”)Closing, of Seller or any of its Affiliates or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, by any legal counsel currently representing Seller or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with any matter under this Agreement or any other agreements or transactions contemplated thereby (the “Current Representation”). (b) Buyer Purchaser waives and will not assert, and Buyer Purchaser agrees to cause its Affiliates (including, after the Closing, the Company and the Company Subsidiaries) to waive and not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer Purchaser or any of its AffiliatesAffiliates (including the Company and the Company Subsidiaries), it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that Seller and/or its Affiliates (other than, following the foregoing waiver Closing, the Company and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated thereby, or to communications with any Person other than the Designated PersonsCompany Subsidiaries).