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.
(b) Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the Purchased Companies, that all pre-Closing communications subject to any attorney-client privilege, attorney work-product protection or other similar protection for the benefit of the Seller Parties, in any form or format whatsoever between or among K&S or SE (as the case may be), on one hand, and the Purchased Companies, the Business or any of their respective directors, officers, employees or other representatives, on the other hand, that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Privileged Deal Communications”) shall be deemed to be retained and owned collectively by the Seller Parties, shall be controlled by Sellers on behalf of the Seller Parties and shall not pass to or be claimed by Buyer or any Purchased Company. For the avoidance of doubt, any attorney-client privilege, attorney work-product protection or other similar p...
Waiver of Conflicts; Privilege. Each of Parent, Merger Sub and the Company hereby irrevocably acknowledges and agrees that: (a) the Company’s securityholders and the Securityholders’ Agent and/or their respective Affiliates, and each of them, shall have the right to retain Fenwick & West LLP (“Fenwick”) to represent their interests in any matter or dispute arising under or in connection with this Agreement, any agreement entered into pursuant to this Agreement, or the transactions contemplated hereby or thereby or any matter related to any of the foregoing (a “Transaction Dispute”); and (b) each of Parent, Merger Sub and the Company irrevocably waives, consents to and covenants not to assert any objection based on conflict of interest or otherwise, to any representation of the Company’s securityholders, the Securityholders’ Agent and/or their respective Affiliates by Fenwick in any Transaction Dispute. From and after the Closing, Parent (on behalf of itself and its Affiliates) agrees that if, absent this sentence, any attorney-client privilege or attorney work-product protection would have applied to: (i) any communication between Fenwick, on the one hand, and the Indemnitors (including the Securityholders’ Agent) and their respective Affiliates, on the other hand, regarding the negotiation, execution, and delivery of this Agreement or the transactions contemplated by this Agreement; or (ii) any advice given to the Indemnitors (including the Securityholders’ Agent) and their respective Affiliates by Fenwick prior to the Closing and with respect to the negotiation, execution, and delivery of this Agreement or the transactions contemplated by this Agreement, then: (A) neither Parent nor any of its Affiliates shall use any such communication or advice described in clause “(i)” or “(ii)” of this sentence against the Indemnitors (including the Securityholders’ Agent) or their respective Affiliates in connection with any dispute between the Indemnitors (including the Securityholders’ Agent) and their respective Affiliates, on one hand, and one or more of Parent, its Affiliates and/or the Surviving Corporation, on the other hand, with respect to this Agreement or any of the transactions contemplated by this Agreement; and (B) the Indemnitors (including the Securityholders’ Agent) may use any such communication or advice to defend against a claim by Parent or any of its Affiliates with respect to this Agreement or any of the transactions contemplated by this Agreement. The parties hereto have ca...
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 Husch Xxxxxxxxx LLP (“HB”) has acted as counsel to each of the Company and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated by this Agreement. Buyer hereby 74 US 167664346 HB: 4845-7978-5147.2
(b) Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the Company, that all communications subject to any attorney-client privilege, attorney work-product protection or other similar protection for the benefit of the Seller Parties, in any form or format whatsoever between or among HB, on one hand, and the Company or any of its respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that directly relate to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Privileged Deal Communications”) will be deemed to be retained and owned collectively by the Seller Parties, will be controlled by Seller on behalf of the Seller Parties and will not pass to or be claimed by Buyer or the Company.
(c) Notwithstanding the foregoing, if a dispute arises between Buyer or the Company, on the one hand, and a third party other than Seller, on the other hand, Buyer or the Company may assert the attorney-client privilege, attorney work-product protection or other similar protection for the benefit of the Seller Parties to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that neither Buyer nor the Company may waive any such privilege held by the Seller Parties without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. If Buyer or the Company is legally required by any Order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications following the Closing, to the extent permitted by applicable Law, Buyer will as soon as reasonably practicable notify Seller in writing (including by making specific reference to this Section 10.11) so that Seller can seek a protective order and Buyer agrees to use commercially reasonable efforts, at the Seller Parties’ expense, to assist therewith.
(d) To the extent that files or other materials maintained by HB that contain Privileged Deal Communications constitute property of its clients, only the Seller Parties...
Waiver of Conflicts; Privilege. (a) Each of the parties acknowledges and agrees that Xxxxxx & Bird LLP and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP have acted as counsel to the Sellers and the Company in connection with the negotiation of this Agreement and the transactions contemplated hereunder (the “Transactions”), that Xxxxxx & Bird LLP and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP have not acted as counsel for any other Person in connection with the Transactions, and that no other party or Person has the status of a client of Xxxxxx & Bird LLP or Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof.
(b) Buyer hereby consents and agrees to, and agrees after the Closing to cause the Company and its Affiliates to consent and agree to, and in each case waive and not assert any conflict of interest that might preclude, Xxxxxx & Bird LLP and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP from representing the Sellers or any of their affiliates (collectively, the “Subject Parties”) after the Closing, including with respect to disputes arising out of or relating to this Agreement, the transaction documents entered into pursuant to or in furtherance of this Agreement or any of the Transactions (the “Applicable Disputes”) in which the interests of the Subject Parties may be adverse to Buyer and its Affiliates (including, after the Closing, the Company and its Affiliates). Buyer further consents and agrees to, and agrees after the Closing to cause the Company and its affiliates to consent and agree to, the communication by Xxxxxx & Bird LLP and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP to the Subject Parties of any information known to Xxxxxx & Bird LLP or Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP arising by reason of such firm’s representation of the Sellers and the Company.
(c) Buyer further agrees, on behalf of itself and, after the Closing, the Company and its Affiliates, that all communications in any form or format whatsoever between or among Xxxxxx & Bird LLP and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, on the one hand, and any of the Company, the Sellers, their Affiliates, or any of their respective members, managers, officers, directors, employees, agents, attorneys, representatives, trustees and trust beneficiaries, on the other hand, that relate in any way to the negotiation, documentation and consummation of the Transactions or any Applicable Disputes (collectively, the “Privileged Communications”) shall be deemed to be attorney-client privileged and that the Pri...
Waiver of Conflicts; Privilege. (a) Each of the parties hereto acknowledges and agrees that NRF has acted as counsel to the Company in connection with the negotiation of this Agreement and the transactions contemplated hereby.
(b) Buyer hereby consents and agrees to, and agrees to cause the Company to consent and agree to, NRF representing the Seller Representative or any of the Sellers (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 Affiliates (including the Company), and even though NRF may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Company. Buyer further consents and agrees to, and agrees to cause the Company to consent and agree to, the communication by NRF to the Seller Parties in connection with any such representation of any fact known to NRF prior to the Closing Date arising by reason of NRF’s prior representation of the Company. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) NRF’s prior representation of the Company and/or
Waiver of Conflicts; Privilege. If the Seller so desires, without the need for any consent or waiver by the Company, Seller Blocker or Purchaser, Fenwick & West LLP (“Fenwick”) shall be permitted to represent the Seller after the Closing in connection with any dispute relating to this Agreement and/or any of the transactions contemplated hereunder. Purchaser, the Seller Blocker and the Company further agree that, as to all communications among Fenwick, on the one hand and the Seller, the Seller Blocker, the Company and their respective Affiliates, on the other hand that relate to Fenwick’s representation of the Company in the transactions contemplated hereunder (but not representations prior to engagement for or separate from such transactions), the attorney-client privilege and the exception of client confidence belongs solely to the Seller and may be controlled only by the Seller and shall not pass to or be claimed, or deemed waived, by the Purchaser. This right to the attorney client privilege shall exist even if such communications may exist on the computer system of or in documents possessed by the Seller Blocker or its Subsidiaries.
Waiver of Conflicts; Privilege. If the Holder Representative so desires, acting on behalf of the Vested Equityholders and without the need for any consent or waiver by Company, Parent, or Merger Sub, Xxxxxx LLP (“Cooley”) shall be permitted to represent the Vested Equityholders (through the Holder Representative) after the Closing in connection with any dispute relating to this Agreement and/or any of the transactions contemplated hereunder. Parent, Merger Sub and the Company further agree that, as to all communications among Cooley and the Holder Representative and the Vested Equityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate to Xxxxxx’x representation of the Company in the transactions contemplated hereunder (but not representations prior to engagement for or separate from such transactions), the attorney-client privilege and the exception of client confidence belongs solely to the Seller Group and may be controlled only by the Seller Group and shall not pass to or be claimed, or deemed waived, by Parent, Merger Sub and the Company. This right to the attorney client privilege shall exist even if such communications may exist on Company’s computer system or in documents in Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Parent and its subsidiaries (including the Surviving Corporation), and a Person other than a party to this Agreement after the Closing, Parent and its subsidiaries (including the Surviving Corporation), may access such materials and assert (but not waive) the attorney-client privilege.
Waiver of Conflicts; Privilege. The Parties hereby agree that Arent Fox LLP may continue to represent the Sellers’ Representative post-Closing; and that all communications between such counsel and any Company, the Sellers’ Representative or any Seller relating to the preparation, negotiation and execution of this Agreement, the Escrow Agreement, the Payments Agreement, any Transmittal Letter, or any other agreements ancillary hereto shall be deemed to be privileged communications with and solely for the benefit of the Sellers’ Representative from and after Closing; provided, however, (a) in the event of any dispute between a Company, on the one hand, and a third party, on the other hand, such Company may assert such privilege and (b) the Sellers’ Representative shall not waive any such privilege without the prior written consent of Parent. Parent and the Company hereby waive, on behalf of themselves and their respective Affiliates, successors and assigns, any potential conflict of interest by such counsel’s continued representation of the Sellers’ Representative, in conjunction with this Agreement, and the transactions contemplated hereby, from and after Closing.
Waiver of Conflicts; Privilege
