Waiver of Conflicts; Privilege. Recognizing that each of Xxxxxxx & Xxxxxxx LLP (“Xxxxxxx”) and Xxxxxx & Xxxxxxx LLP (“Latham” and together with Xxxxxxx, “Company Counsel”) has acted as legal counsel to the Company and its Subsidiaries and that Company Counsel may act as legal counsel to the Holder Representative or certain of the Holders and their respective Affiliates (which will no longer include the Company and its Subsidiaries after the Closing), Parent hereby waives, on behalf of itself and its Affiliates (which will include the Surviving Corporation and the Subsidiaries of the Surviving Corporation after the Closing), any conflicts that may arise in connection with Company Counsel representing the Holder Representative, any Holder or their Affiliates after the Closing as such representation may relate to Parent, the Surviving Corporation, the Subsidiaries of the Surviving Corporation and their respective Affiliates or the transactions contemplated by this Agreement. In addition, all communications involving attorney-client confidences between any of the Holders (including, for the avoidance of doubt, Holders of Convertible Promissory Notes), the Company and its Subsidiaries or their respective Affiliates, on the one hand, and Company Counsel, on the other hand, relating to the transactions contemplated by this Agreement or the subject matter thereof shall be deemed to be attorney-client confidences that belong to the Holders and their respective Affiliates (and not the Surviving Corporation or any of its Subsidiaries or Affiliates) from and after the Closing in connection with any dispute between the parties relating to the transactions contemplated by this Agreement. Accordingly, none of Parent, the Surviving Corporation, or any Subsidiaries of the Company or the Surviving Corporation shall knowingly and intentionally access any such communications or any of the files of Company Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) the Holders and their respective Affiliates (and not the Parent, the Surviving Corporation, or any of their respective Affiliates or Subsidiaries) shall be the holders of the attorney-client privilege with respect to such engagement, and the attorney-client privilege and the expectation of client confidence shall not pass to or be claimed by any of Parent, the Surviving Corporation, or any of their respective Affiliates or Subsidiaries, (b) to the extent that fil...
Waiver of Conflicts; Privilege. (a) Each of the parties acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company and the Stockholders’ Representative in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that each of King & Spalding LLP (“K&S”) and Stikeman Elliott LLP (“SE”) has acted as counsel to each of the Purchased Companies and Sellers in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. Buyer hereby consents and agrees to, and agrees to cause the Purchased Companies to consent and agree to, each of K&S and SE representing Sellers and any of their Affiliates (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Subsidiaries (including the Purchased Companies). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Purchased Companies to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) each of K&S’s or SE’s, as the case may be, prior representation of the Purchased Companies or the Business and (ii) each of K&S’s or SE’s, as the case may be, representation of the Seller Parties prior to and after the Closing. Buyer represents that Buyer’s attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against K&S and SE, as the case may be, and Buyer’s consent with respect to this waiver is fully informed.
Waiver of Conflicts; Privilege. Each of the Parties, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company, its Subsidiaries, the Securityholder Representative and the Company Securityholders (solely in their capacities as Company Securityholders) in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and that Xxxxxxx has not represented any individual Company Securityholder with respect to their respective individual rights and obligations under this Agreement, including without limitation, any rights and obligations under Section 5.11.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Xxxxx Day (“JD”) has acted as counsel to each of the Company Group and Sellers in connection with the negotiation of this Agreement and consummation of the transactions contemplated by this Agreement. Buyer hereby consents and agrees to, and agrees to use its reasonable best efforts to cause the Company Group to consent and agree to, JD representing Sellers and any of their Affiliates (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Subsidiaries (including the Company Group) regarding this Agreement. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company Group to irrevocably waive and not to assert in any dispute regarding this Agreement any conflict of interest arising from or in connection with JD’s representation of the Seller Parties in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby prior to and after the Closing. Buyer represents that Buyer’s attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against JD, and Buyer’s consent with respect to this waiver is fully informed.
Waiver of Conflicts; Privilege. 9.15.1 Each of the Parties acknowledges and agrees that Xxxxxxx Procter LLP and its affiliated firms (“Xxxxxxx”) has acted as counsel to Seller and, as of immediately prior to Closing, the Sale Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. (a) Parent acknowledges and agrees that Freshfields Bruckhaus Dxxxxxxx US LLP (“Freshfields”) has acted as counsel to the Company and the Securityholders’ Representative in connection with this Agreement and the Transactions.
Waiver of Conflicts; Privilege. (1) Each of the Parties acknowledges and agrees that Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Pillsbury”) has acted as counsel to the Target Group, the Vendors’ Representative and each of the Principals in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Goodwin Procter LLP (“Goodwin”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Gxxxxxxxx Txxxxxx, P.A. (“GT”) has acted as counsel to the Existing Members, the Company and its Subsidiaries in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
