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. If the Stockholders’ Agent so desires, acting on behalf of the Converting Holders and without the need for any consent or waiver by the Company, Acquirer (provided Fenwick is not then actively representing Acquirer (and for this purpose Fenwick’s representation of the Company prior to Closing shall not (by virtue of the Company being a subsidiary of the Acquirer post-Closing) be deemed to be representing Acquirer post-Closing)), or Merger Sub, Fenwick & West LLP (“Fenwick”) shall be permitted to represent the Converting Holders (through the Stockholders’ Agent) after the Closing in connection with any dispute relating to this Agreement and/or any of the Transactions. Acquirer, Merger Sub and the Company further agree that, as to all communications among Fenwick and the Stockholders’ Agent and the Converting Holders and their respective Affiliates (individually and collectively, the “Seller Group”) to the extent relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions (but not communications between the Company and Fenwick relating to the general business matters of the Company), the attorney-client privilege and the expectation 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 Acquirer, Merger Sub or the Company. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Acquirer and its subsidiaries (including the Surviving Corporation), and a Person other than a party to this Agreement after the Closing, Acquirer and its subsidiaries (including the Surviving Corporation), shall be entitled to access such materials and assert (but not waive) the attorney-client privilege.
Waiver of Conflicts; Privilege. Each of Parent and Merger Sub, on behalf of its itself and each of its Affiliates (including the Surviving Entity and each of its Subsidiaries following the Effective Time) (collectively, the “Parent Related Parties”) hereby waives any claim that Ropes & Xxxx LLP or any other legal counsel representing the Company or any of the Company Subsidiaries prior to the Effective Time (each a “Prior Company Counsel”) in connection with this Agreement, the negotiation thereof or the Transactions (each a “Pre-Closing Representation”) has or will have a conflict of interest or is or will be otherwise prohibited from representing the Representative, Blocker Seller, any Equityholder (other than Blocker), or any officer, director, member, manager or Affiliate of the Representative, Blocker Seller or any Equityholder (collectively, the “Seller Related Parties,” which for the avoidance of doubt will not include the Surviving Entity or any of its Subsidiaries following the Effective Time) in any dispute with any of the Parent Related Parties or any other matter relating to this Agreement, the negotiation thereof or the Transactions, in each case, after the Effective Time, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Parent Related Parties and even though Prior Company Counsel may have represented the Company or one or more of the Company Subsidiaries in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Parent Related Parties. Each of Parent and Merger Sub, on behalf of all of the Parent Related Parties, hereby covenants and agrees, that, as to all communications between any Prior Company Counsel, on the one hand, and any Seller Related Parties or the Company or one or more of the Company Subsidiaries (with respect to the Company or one or more of the Company Subsidiaries, solely prior to the Closing), on the other hand, that relate in any way to the Pre-Closing Representation (the “Seller Parties’ Pre-Closing Confidential Communications”), the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Representative (on behalf of the Seller Related Parties), and shall not pass to or be claimed by any Parent Related Parties following the Effective Time. All books, records and other materials of the Company and the Company Subsidiaries in...
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. 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) Each of the parties hereto acknowledges and agrees that Xxxxxx LLP has acted as counsel to the Seller Group Parties and the Business Group Companies 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 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.
Waiver of Conflicts; Privilege. (a) Rxxxxxxx & Cxxx LLP (“R&C”) has acted as counsel to the Company, certain Securityholders, and the Securityholder Representative (collectively, the “Company Parties” and each a “Company Party”) in connection with this Agreement, the Merger and the other transactions contemplated hereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, Parent or any of its Affiliates (including the Surviving Corporation). Only the Company Parties shall be considered clients of R&C in the Acquisition Engagement. R&C shall be permitted, without the need for any future waiver or consent, to represent any of the Securityholders (including former Securityholders) or the Securityholder Representative after the Closing in connection with any Relevant Matter, including any disagreement or dispute, and may, in connection therewith, represent the representatives of any such Securityholders (including former Securityholders) or the Securityholder Representative, in any Relevant Matter, including in any dispute, litigation or other adversary proceeding against, with or involving Parent, the Surviving Corporation, any Indemnified Party, or any of their respective representatives. 84
Waiver of Conflicts; Privilege. (a) The Buyer acknowledges and agrees that Freshfields Bruckhaus Xxxxxxxx US LLP (“Freshfields”) has acted as counsel to the Company and Rome in connection with this Agreement and the transactions contemplated hereby.
