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

Waiver of Conflicts; Attorney-Client Privilege. (a) Investor and the Company waive and will not assert, and the Company agrees to cause 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”), of ITW or any of the Non-Company Affiliates or any shareholder, officer, employee or director of ITW or any of the Non-Company Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, by any legal counsel that represented ITW or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with this Agreement or the Ancillary Agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date (the “Current Representation”).‌ (b) Investor and the Company will not assert, and the Company agrees to cause the Company Subsidiaries to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any officer, employee or director of the Company or any of the Company Subsidiaries (the “Company Designated Persons”) occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor or any of its Affiliates (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 ITW and/or the Non-Company Affiliates; provided that the foregoing acknowledgement of retention shall not extend to any communication not involving this Agreement, the Ancillary Agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date, or to communications with any Person other than the Company Designated Persons.‌

Waiver of Conflicts; Attorney-Client Privilege. (a) Investor and the Company waive and will not assert, and the Company agrees to cause 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”), of ITW or any of the Non-Company Affiliates or any shareholder, officer, employee or director of ITW or any of the Non-Company Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, by any legal counsel that represented ITW or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with this Agreement or the Ancillary Agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date (the “Current Representation”).‌Representation”). (b) Investor and the Company will not assert, and the Company agrees to cause the Company Subsidiaries to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any officer, employee or director of the Company or any of the Company Subsidiaries (the “Company Designated Persons”) occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor or any of its Affiliates (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 ITW and/or the Non-Company Affiliates; provided that the foregoing acknowledgement of retention shall not extend to any communication not involving this Agreement, the Ancillary Agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date, or to communications with any Person other than the Company Designated Persons.‌Persons.

Waiver of Conflicts; Attorney-Client Privilege. (a) Investor and the Company waive Buyer waives and will not assert, and the Company Buyer agrees to cause its Affiliates (including, after the Closing, the Company Subsidiaries and its 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”), of ITW Seller or any of the Non-Company its Affiliates or any present or former shareholder, officer, employee or director of ITW Seller or any of the Non-Company its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or the Ancillary Agreements any other agreements or the transactions contemplated hereby or therebyby any other Transaction Document, by any legal counsel that represented ITW currently representing Seller or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with this Agreement or the Ancillary Agreements any other agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date by any other Transaction Document (the “Current Representation”).‌Representation”). (b) Investor Buyer waives and the Company will not assert, and the Company Buyer agrees to cause its Affiliates (including, after the Closing, the Company Subsidiaries and its Subsidiaries) to waive and not assert, in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any of its Affiliates, any attorney-client privilege with respect to any communication between any legal counsel and any officer, employee or director of the Company or any of the Company Subsidiaries (the “Company Designated Persons”) Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor or any of its Affiliates (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 ITW and/or the Non-Company AffiliatesSeller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this AgreementAgreement or any other agreements or transactions contemplated thereby, the Ancillary Agreements or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date, or to any communications with any Person other than the Company Designated Persons.‌Persons or any communications after the Closing.

Waiver of Conflicts; Attorney-Client Privilege. (a) Investor and the Company The Purchaser Parties waive and will not assert, and the Company agrees agree to cause the Company Subsidiaries their 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”)Closing, of ITW or Seller, any of the Non-Company its Affiliates or any shareholder, officer, employee or director of ITW Seller or any of the Non-Company its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby or thereby (including matters in which the Ancillary Agreements interests of Seller or any of its Affiliates may be directly adverse to the Purchaser Parties and their Affiliates) by any legal counsel currently representing Seller or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel that represented ITW or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with this Agreement or the Ancillary Agreements or the transactions involving InvestorWachtell, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date Lipton, Xxxxx & Xxxx (the “Current Representation”).‌Representation”). (b) Investor The Purchaser Parties waive and the Company will not assert, and the Company agrees agree to cause the Company Subsidiaries their Affiliates, to waive and not to assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any officer, employee or director of the Company or Designated Person relating in any of the Company Subsidiaries (the “Company Designated Persons”) occurring during way to the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor or any of its Affiliates (including the Company and the Company Subsidiaries), it being the intention of the parties hereto Parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by ITW and/or Seller and that Seller, and not the NonPurchaser Parties or their Affiliates, shall have the sole right to decide whether or not to waive any attorney-Company Affiliates; provided that client or other applicable legal privilege or protection. Accordingly, from and after the foregoing acknowledgement of retention Closing, neither the Purchaser Parties nor their Affiliates shall not extend have any access to any communication not involving this Agreement, the Ancillary Agreements such communications or the transactions involving Investor, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Datefiles of the Current Representation, all of which shall be and remain the property of Seller and not of Purchaser Parties or their Affiliates, or to communications with internal counsel relating to the Current Representation, and none of the Purchaser Parties, their Affiliates or any Person other than acting or purporting to act on their behalf shall seek to obtain the Company Designated Persons.‌same by any process.

Waiver of Conflicts; Attorney-Client Privilege. (a) Investor and the Company waive Purchaser waives and will not assert, and the Company agrees to cause its Affiliates, including the Company Subsidiaries Purchased Entities, 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 ITW or Seller, any of the Non-Company its Affiliates or any shareholder, officer, employee or director of ITW Seller or any of the Non-Company its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or the Ancillary Agreements any other agreements or the transactions contemplated hereby or therebythereby (including matters in which the interests of Seller or any of its Affiliates may be directly adverse to Purchaser and its Affiliates, including the Purchased Entities), by any legal counsel that represented ITW currently representing Seller or any of its Affiliates (including the Company and the Company Subsidiaries) in connection with this Agreement or the Ancillary Agreements any other agreements or the transactions involving Investorcontemplated by this Agreement, the Company and ITW contemplated hereby or thereby to occur on or prior to the Closing Date including Wachtell, Lipton, Xxxxx & Xxxx (the “Current Representation”).‌Representation”). (b) Investor Purchaser waives and the Company will not assert, and the Company agrees to cause its Affiliates, including the Company Subsidiaries Purchased Entities, to waive and not to assert, any attorney-–client or other applicable legal privilege or protection with respect to any communication between any legal counsel and Seller, any of its Affiliates, or any shareholder, officer, employee or director of the Company or any of the Company Subsidiaries (the “Company Designated Persons”) occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor Seller or any of its Affiliates (including relating in any way to the Company and the Company Subsidiaries)Current Representation, it being the intention of the parties Parties hereto that all such rights to such attorney-–client and other applicable legal privilege or protection and to control such attorney-–client and other applicable legal privilege or protection shall be retained by ITW and/or Seller and that Seller, and not Purchaser, its Affiliates or the NonPurchased Entities, shall have the sole right to decide whether or not to waive any attorney-Company Affiliates; provided that client or other applicable legal privilege or protection. Accordingly, from and after the foregoing acknowledgement Closing, none of retention Purchaser, its Affiliates or the Purchased Entities shall not extend have any access to any communication such communications or to the files of the Current Representation, all of which shall be and remain the property of Seller and not involving this Agreementof Purchaser, its Affiliates or the Purchased Entities, and none of Purchaser, its Affiliates, the Ancillary Agreements Purchased Entities or any Person acting or purporting to act on their behalf shall seek to obtain the transactions involving Investorsame by any process. Notwithstanding the foregoing, in the Company and ITW contemplated hereby or thereby to occur on or prior to event that following the Closing Datea dispute arises between Purchaser or its Affiliates, on the one hand, and a third party other than Seller or its Affiliates, on the other hand, Purchaser or its Affiliates may seek to prevent the disclosure of such communications to such third party and Seller shall reasonably cooperate with Purchaser in connection with any Person other than the Company Designated Persons.‌request by Purchaser that Seller not permit such disclosure.