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

Waiver of Conflicts; Non-Assertion of Attorney-Client Privilege. (a) Each of the Company Parties acknowledges that Pxxx, Wxxxx, Rxxxxxx, Wxxxxxx & Gxxxxxxx LLP, Sxxxxxxx Xxxxxxx LLP, and the in-house legal counsel of Parent (“Parent Counsel”) have, on or prior to the Closing, represented Parent, Purchaser, and their Affiliates, and each of their respective officers, employees, and directors (each such Person, a “Designated Person”) in one (1) or more matters relating to this Agreement, any other agreements contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (i) relating to this Agreement, any other agreements contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (ii) in which the Company or any of its Subsidiaries or equity holders, on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Parent Counsel will represent them in connection with such matters. Accordingly, the Company hereby (A) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one (1) or more Parent Counsel of one (1) or more Designated Persons in connection with one (1) or more Post Closing Matters (each, a “Post-Closing Representation”), and (B) agrees that, in the event that a Post-Closing Matter arises, Parent Counsel may represent one (1) or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to the Company or any of its Affiliates, and even though Parent Counsel may (x) have represented Parent, Purchaser or their respective Subsidiaries or Affiliates in a matter substantially related to such dispute or (y) be currently representing Parent, Purchaser or any of their respective Affiliates. Without limiting the foregoing, the Company (on behalf of itself and its Affiliates) consents to the disclosure by Parent Counsel, in connection with one (1) or more Post-Closing Representations, to the Designated Persons of any information learned by Parent Counsel in the course of one (1) or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company and their respective Affiliates (other than Parent, Purchaser, and their respective Subsidiaries) or Parent Counsel’s duty of confidentiality as to the Company and its respective Affiliates (other than Parent, Purchaser, and their Subsidiaries) and whether or not such disclosure is made before or after the Closing. (b) The Company waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any Parent Counsel, on the one hand, and any Designated Person or Purchaser (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by any Parent Counsel, occurring prior to the Closing during one (1) or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one (1) or more of the Company and its respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Parent, and shall not pass to or be claimed or used by the Company, except as provided in the last sentence of this Section 8.11(b). Furthermore, the Company acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not Purchaser also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between the Company, on the one hand, and a third party other than a Designated Person, on the other hand, the Company shall cause its Subsidiaries to assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of Parent.

Waiver of Conflicts; Non-Assertion of Attorney-Client Privilege. (a) Each Conflicts of the Company Parties Interest. Purchaser acknowledges that Pxxx, Wxxxx, Rxxxxxx, Wxxxxxx Xxxxxx & Gxxxxxxx LLP, Sxxxxxxx Xxxxxxx LLP, and the in-house legal counsel of Parent LLP (“Parent Prior Company Counsel”) havehas, on or prior to the Closing, represented Parentone or more of the MMIS Entities, Purchaser, Seller and their Affiliates, and each of their respective officers, employees, employees and directors (each such Person, other than (i) the MMIS Entities and (ii) any such Person who becomes a Transferred Employee or who serves as a director of Purchaser or any of its Affiliates following the Closing, a “Designated Person”) in one (1) or more matters relating to this Agreement, any other agreements contemplated hereby or the Transactions Transaction (including any matter that may be related to a Legal Proceeding an Action or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (iA) relating to this Agreement, any other agreements contemplated hereby or the Transactions Transaction (including any matter that may be related to a Legal Proceeding an Action or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (iiB) in which the Company Purchaser or any of its Subsidiaries or equity holdersAffiliates (including the MMIS Entities), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Parent Prior Company Counsel will represent them in connection with such matters. Accordingly, the Company Purchaser hereby (A1) waives and shall not assert, and agrees after the Closing to cause its Affiliates (including the MMIS Entities) to waive and to not assert, any conflict of interest arising out of or relating to the representation by one (1) or more Parent Prior Company Counsel of one (1) or more Designated Persons in connection with one (1) or more Post Post-Closing Matters (each, a “Post-Closing Representation”), and (B2) agrees that, in the event that a Post-Closing Matter arises, Parent Prior Company Counsel may represent one (1) or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to the Company Purchaser or any of its AffiliatesAffiliates (including the MMIS Entities), and even though Parent Prior Company Counsel may (xI) have represented Parent, Purchaser or their respective Subsidiaries or Affiliates the MMIS Entities in a matter substantially related to such dispute or (yII) be currently representing ParentPurchaser, Purchaser an MMIS Entity or any of their respective Affiliates. Without limiting the foregoing, the Company Purchaser (on behalf of itself and its AffiliatesAffiliates (including, following the Closing, the MMIS Entities)) consents to the disclosure by Parent Prior Company Counsel, in connection with one (1) or more Post-Closing Representations, to the Designated Persons of any information learned by Parent Prior Company Counsel in the course of one (1) or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the MMIS Entities or Prior Company and their respective Affiliates (other than Parent, Purchaser, and their respective Subsidiaries) or Parent Counsel’s duty of confidentiality as to the Company and its respective Affiliates (other than Parent, Purchaser, and their Subsidiaries) MMIS Entities and whether or not such disclosure is made before or after the Closing. (b) The Company waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any Parent Counsel, on the one hand, and any Designated Person or Purchaser (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by any Parent Counsel, occurring prior to the Closing during one (1) or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one (1) or more of the Company and its respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Parent, and shall not pass to or be claimed or used by the Company, except as provided in the last sentence of this Section 8.11(b). Furthermore, the Company acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not Purchaser also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between the Company, on the one hand, and a third party other than a Designated Person, on the other hand, the Company shall cause its Subsidiaries to assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of Parent.

Waiver of Conflicts; Non-Assertion of Attorney-Client Privilege. (a) Each Parent agrees, on its own behalf and on behalf of its Affiliates, that (i) one or more of the Company Parties acknowledges that Pxxxor the Shareholders have retained Fxxxxxxxxx & Bxxxx, WxxxxP.A. to act as their counsel in connection with the transactions contemplated by this Agreement, Rxxxxxx(ii) Fxxxxxxxxx & Bxxxx, Wxxxxxx P.A. has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and no Person other than the Company and Shareholders has the status of a Fxxxxxxxxx & Gxxxxxxx LLPBxxxx, Sxxxxxxx Xxxxxxx LLPP.A. client for conflict of interest or any other purpose as a result thereof, and the in-house legal counsel of Parent (“Parent Counsel”iii) have, on or prior to following the Closing, represented ParentFxxxxxxxxx & Bxxxx, Purchaser, P.A. may serve as counsel to the Shareholders and their Affiliates, and each of their respective officers, employees, and directors (each such Person, a “Designated Person”) Affiliates in one (1) or more connection with any matters relating to this Agreement, any other agreements contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (eachand the transactions contemplated hereby, an “Existing Representation”), and that, in the event of any post-Closing matters (i) relating to this Agreement, any other agreements contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (ii) in which the Company or any of its Subsidiaries or equity holders, on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Parent Counsel will represent them in connection with such matters. Accordingly, the Company hereby (A) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by one Fxxxxxxxxx & Bxxxx, P.A. prior to the Closing of the Company. (1b) Parent and the Company (on behalf of themselves and their respective subsidiaries and Affiliates) hereby (i) waive any claim they have or more Parent Counsel may have that Fxxxxxxxxx & Bxxxx, P.A. has a conflict of one (1interest or is otherwise prohibited from engaging in any such representation of the Shareholders and their Affiliates specified in Section 10.16(a) or more Designated Persons in connection with one (1) or more Post Closing Matters (each, a “Post-Closing Representation”), and (Bii) agrees agree that, in the event that a Post-dispute arises after the Closing Matter arisesbetween Parent or the Company and the Shareholders or any of their Affiliates, Parent Counsel Fxxxxxxxxx & Bxxxx, P.A. may represent one (1) the Shareholders or more Designated Persons any of their Affiliates in a Post-Closing Matter such dispute even though the interests of such Person(s) may be directly adverse to Parent or the Company and even though Fxxxxxxxxx & Bxxxx, P.A. may have represented the Company or any of its Affiliates, and even though Parent Counsel may (x) have represented Parent, Purchaser or their respective Subsidiaries or Affiliates other Persons in a matter substantially related to such dispute or (y) be currently representing Parent, Purchaser or any of their respective Affiliatesdispute. Without limiting the foregoing, Parent and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Parent Counselalso further agree that, in connection with one (1) or more Post-Closing Representations, to the Designated Persons of any information learned by Parent Counsel in the course of one (1) or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company and their respective Affiliates (other than Parent, Purchaser, and their respective Subsidiaries) or Parent Counsel’s duty of confidentiality as to the Company and its respective Affiliates (other than Parentall communications among Fxxxxxxxxx & Bxxxx, Purchaser, and their Subsidiaries) and whether or not such disclosure is made before or after the Closing. (b) The Company waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any Parent CounselP.A., on the one hand, and the Company, and the Shareholders or Shareholders’ Affiliates and representatives, on the other hand, that relate in any Designated Person or Purchaser (collectivelyway to the transactions contemplated by this Agreement, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by any Parent Counsel, occurring prior attorney client privilege and the expectation of client confidence belongs to the Closing during one (1) or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person Shareholders and one (1) or more of may be controlled by the Company Shareholders and its respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Parent, and shall will not pass to or be claimed by Parent or used by the Company. In addition, except as provided if the Closing occurs all of the client files and records in the last sentence possession of Fxxxxxxxxx & Bxxxx, P.A. related to this Section 8.11(b). Furthermore, Agreement and the Company acknowledges transactions contemplated hereby will continue to be property of (and agrees that any advice given to or communication with any of be controlled by) the Designated Persons prior Shareholders. (c) Notwithstanding anything contained in this Agreement to the Closing shall not be subject to any joint privilege (whether or not Purchaser also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. Notwithstanding the foregoingcontrary, in the event that a dispute arises following the Closing between Parent or the Company, on the one hand, and a third party (other than a Designated PersonShareholder or an Affiliate of a Shareholder), on the other hand, Parent and the Company shall cause its Subsidiaries to may assert the Pre-Closing Privileges on behalf of the Designated Persons attorney client privilege to prevent disclosure of privileged materials communications by Fxxxxxxxxx & Bxxxx, P.A. to such third party; provided, however, that neither Parent nor the Company may waive such privilege may be waived only with without the prior written consent of Parentthe Shareholder Representative if such waiver would reasonably be expected to result in liability of one or more of the Shareholders.

Waiver of Conflicts; Non-Assertion of Attorney-Client Privilege. (a) Each of the Company Parties Parent and Merger Sub acknowledges that Pxxx, Wxxxx, Rxxxxxx, Wxxxxxx Xxxxxx & Gxxxxxxx LLP, Sxxxxxxx Xxxxxxx LLP, and the in-house legal counsel of Parent LLP (“Parent Prior Company Counsel”) havehas, on or prior to the ClosingClosing Date, represented Parentone or more of the Sellers and the Company, Purchaserits Subsidiaries and other Affiliates, and their Affiliatesrespective partners, and each of their respective members, equityholders, officers, employees, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in one (1) or more matters relating to this Agreement, Agreement or any other agreements or transactions contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (i) relating to this Agreement, Agreement or any other agreements or transactions contemplated hereby or the Transactions (including any matter that may be related to a Legal Proceeding litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (ii) in which the Company Parent, Merger Sub or any of their respective Affiliates (including, after the Closing, the Surviving Entity and its Subsidiaries or equity holdersSubsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Parent Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent, Merger Sub and the Company Surviving Entity hereby (A) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one (1) or more Parent Prior Company Counsel of one (1) or more Designated Persons in connection with one (1) or more Post Post-Closing Matters (each, a the “Post-Closing RepresentationRepresentations”), ) and (B) agrees that, in the event that a Post-Closing Matter arises, Parent Prior Company Counsel may represent one (1) or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to the Company Parent, Merger Sub or any of their respective Affiliates (including, after the Closing, the Surviving Entity and its AffiliatesSubsidiaries), and even though Parent Prior Company Counsel may (x) have represented Parent, Purchaser the Company or their respective its Subsidiaries or Affiliates in a matter substantially related to such dispute or (y) be currently representing Parent, Purchaser or any of their respective Affiliatesdispute. Without limiting the foregoing, each of Parent, Merger Sub and the Company Surviving Entity (on behalf of itself and its Affiliates) consents to the disclosure by Parent Prior Company Counsel, in connection with one (1) or more Post-Closing Representations, to the Designated Persons of any information learned by Parent Prior Company Counsel in the course of one (1) or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company and their respective Affiliates (other than Parent, Purchaser, and their respective Subsidiaries) or Parent any of its Subsidiaries and/or Prior Company Counsel’s duty of confidentiality as to the Company and or any of its respective Affiliates (other than Parent, Purchaser, and their Subsidiaries) Subsidiaries and whether or not such disclosure is made before or after the Closing. (b) The Company Each of Parent, Merger Sub and the Surviving Entity (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any Parent Prior Company Counsel, on the one hand, and any Designated Person or Purchaser the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by any Parent Prior Company Counsel, occurring prior to the Closing during one (1) or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one (1) or more of Parent, Merger Sub, the Company Surviving Entity and its their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by Parentthe General Partner, and shall not pass to or be claimed or used by Parent, Merger Sub or the CompanySurviving Entity, except as provided in the last sentence of this Section 8.11(b10.20(b). Furthermore, each of Parent, Merger Sub and the Company Surviving Entity (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not Purchaser the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub or the CompanySurviving Entity or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, the Company Surviving Entity shall (and shall cause its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent, and shall be waived upon the written instruction, of the General Partner. (c) All such Pre-Closing Privileges, and all books and records and other documents of the Company and its Subsidiaries containing any advice or communication that is subject to any Pre-Closing Designated Privilege (“Privileged Materials”), shall be excluded from the purchase, and shall be distributed to the General Partner (on behalf of the applicable Designated Persons) immediately prior to the Closing with (in the case of such books and records) no copies retained by the Company or any of its Subsidiaries. Absent the prior written consent of Parentthe General Partner, neither Parent or Merger Sub nor (following the Closing) the Surviving Entity shall have a right of access to Privileged Materials. (d) Parent and Merger Sub each hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Surviving Entity) to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 10.20 shall be irrevocable, and no term of this Section 10.20 may be amended, waived or modified, without the prior written consent of the General Partner and its Affiliates and Prior Company Counsel affected thereby.