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

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees not to assert, and agrees, after Closing, to cause the Company and each of the Company Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”), after the Closing (the “Post-Closing Representation”), of Seller or any of its Affiliates or any of their respective officers, directors or employees in any matter involving this Agreement or any other agreements or Transactions, by O’Melveny & Xxxxx LLP (“OMM”). (b) Buyer hereby waives and agrees to not assert, and each agrees, after Closing, to cause the Company and each of the Company Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between OMM and Seller, its Affiliates, the Company, the Company Subsidiaries or any of their respective officers, directors or employees occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Closing, with any of the Company or 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 Seller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or Transactions, or to communications with any person other than such persons and their advisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) The Buyer hereby waives and agrees will not to assert, and agrees, after Closing, agrees to cause the Company Raydex and each of the Company its other Subsidiaries to waive and to not assert, against the Seller any conflict of interest arising out of or relating to the representation (the “Current Representation”)any representation, after the Closing (the “Post-Closing Representation”)Closing, of the Seller, Raydex or any Affiliate of the Seller or any of its Affiliates Raydex, or any of their respective officers, employees, directors or employees managers in any matter involving this Agreement and the Ancillary Agreements (including, without limitation, any litigation, arbitration, mediation or any other agreements or Transactionsproceeding), by O’Melveny Xxxxx, Xxxx & Xxxxx LLP Xxxxxxxx, X.X. (“OMMLRF”). (b) The Buyer hereby waives and agrees to will not assert, and each agrees, after Closing, agrees to cause the Company Raydex and each of the Company Subsidiaries its other Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication concerning this Agreement and the Ancillary Agreements occurring on or prior to the Closing between OMM LRF and the Seller and Raydex or any Affiliate of the Seller, its Affiliates, the Company, the Company Subsidiaries or any of their respective officers, employees, directors or employees occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Closing, with any of the Company or the Company Subsidiariesmanagers, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Seller; provided , and its Affiliates to the extent that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving privilege involves communications concerning this Agreement or any other agreements or Transactions, or to communications with any person other than such persons and their advisersthe Ancillary Agreements.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives Buyer, and agrees MergerCo waive and will not to assert, and agrees, after Closing, each agrees to cause the Company Surviving Corporation and each of the Company its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)representation, after the Closing Effective Time (the “Post-Closing Representation”), of Seller any Stockholder or Affiliate thereof, or any officer, employee or director of its Affiliates the Company, any Company Subsidiary or any of their respective officersStockholder or Affiliate thereof (any such Person, directors or employees a “Designated Person”) in any matter involving this Agreement, the Escrow Agreement or any other agreements or Transactionstransactions contemplated hereby and thereby (including any litigation, arbitration, mediation or other proceeding), by O’Melveny & Xxxxx LLP any legal counsel currently representing the Company or any Company Subsidiary in connection with this Agreement, the Escrow Agreement or any other agreements or transactions contemplated hereby and thereby (the “OMMCurrent Representation”). (b) Buyer hereby waives and agrees to MergerCo waive and will not assert, and each agrees, after Closing, agrees to cause the Company Surviving Corporation and each of the Company its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between OMM any legal counsel and Seller, its Affiliates, the Company, the Company Subsidiaries or any of their respective officers, directors or employees Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after following the Closing, with the Surviving Corporation or any of the Company or the Company its 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 Sellersuch Designated Person; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement, the Escrow Agreement or any other agreements or Transactionstransactions contemplated hereby and thereby, or to communications with any person Person other than such persons the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees will not to assert, and agrees, after Closing, agrees to cause the Company and each of the Company Subsidiaries Conveyed Entities to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)any representation, after the Closing (the “Post-Closing Representation”)Closing, of Seller the Sellers or any Affiliate of its Affiliates any Seller, or any of their respective officers, employees, directors or employees managers, in any matter exclusively involving this Agreement or any other agreements or the Transactions, by O’Melveny & Xxxxx LLP (“OMM”). (b) any legal counsel that has represented any such Party prior to the Closing. Buyer hereby waives and agrees to will not assert, and each agrees, after Closing, agrees to cause the Company Conveyed Entities and each of the Company Subsidiaries its other Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication occurring on or prior to the Closing between OMM any legal counsel and Seller, its Affiliatesthe Sellers, the CompanyConveyed Entities, any other Affiliate of the Company Subsidiaries Sellers, or any of their respective officers, employees, directors or employees occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Closing, with any of the Company managers exclusively relating to this Agreement or the Company SubsidiariesTransactions, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by each Seller; provided , its Affiliates, and their respective officers, employees, directors or managers. Notwithstanding anything to the contrary set forth herein, in the event that dispute arises after the foregoing waiver and acknowledgement of retention shall not extend to Closing between Buyer, any communication not involving this Agreement Conveyed Entity (or any other agreements or Transactions, or to communications with any person of their Affiliates) and a third Person other than a party to this Agreement, Buyer, the applicable Conveyed Entity (or their applicable Affiliates) may assert the attorney-client privilege to prevent disclosure to such persons Person of confidential communications between legal counsel and their adviserssuch Conveyed Entity.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees will not to assert, and agrees, after Closing, agrees to cause the Company and each of the Company Subsidiaries Conveyed Entities to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)any representation, after the Closing (the “Post-Closing Representation”)Closing, of Seller the Sellers or any Affiliate of its Affiliates any Seller, or any of their respective officers, employees, directors or employees managers, in any matter exclusively involving this Agreement or any other agreements or the Transactions, by O’Melveny & Xxxxx LLP (“OMM”). (b) any legal counsel that has represented any such Party prior to the Closing. Buyer hereby waives and agrees to will not assert, and each agrees, after Closing, agrees to cause the Company Conveyed Entities and each of the Company Subsidiaries its other Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication occurring on or prior to the Closing between OMM any legal counsel and Seller, its Affiliatesthe Sellers, the CompanyConveyed Entities, any other Affiliate of the Company Subsidiaries Sellers, or any of their respective officers, employees, directors or employees occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Closing, with any of the Company managers exclusively relating to this Agreement or the Company SubsidiariesTransactions, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by each Seller; provided , its Affiliates, and their respective officers, employees, directors or managers. Notwithstanding anything to the contrary set forth herein, in the event that dispute arises after the foregoing waiver and acknowledgement of retention shall not extend to Closing between Buyer, any communication not involving this Agreement Conveyed Entity (or any other agreements or Transactions, or to communications with any person of their Affiliates) and a third Person other than a party to this Agreement, Buyer, the applicable Conveyed Entity (or their applicable Affiliates) may assert the attorney-client privilege to prevent disclosure to such persons Person of confidential communications between legal counsel and their advisers.such Conveyed Entity. 93

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees will not to assert, and agrees, after Closing, agrees to cause the Company and each of the Company Subsidiaries Surviving Corporation to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)any representation, after the Closing (the “Post-Closing Representation”)Date, of Seller the Representative, any Company Stockholder or any officer, employee or director of its Affiliates the Representative or any of their respective officersCompany Stockholder (each, directors or employees a “Designated Person”) in any matter involving this Agreement or any other agreements or Transactionstransactions contemplated hereby and thereby (including any litigation, arbitration, mediation or other proceeding), by O’Melveny Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“OMMPost-Closing Representation”). (b) Buyer hereby waives and agrees to will not assert, and each agrees, after Closing, agrees to cause the Company and each of the Company Subsidiaries Surviving Corporation to waive and to not assert, any attorney-client privilege with respect to any communication between OMM Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Seller, its Affiliates, the Company, the Company Subsidiaries or any of their respective officers, directors or employees Designated Person occurring during the Current Representation current representation of the Company in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after following the Closing, with any of the Company or the Company SubsidiariesSurviving Corporation, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Sellersuch Designated Person; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or Transactionstransactions contemplated hereby and thereby, or to communications with any person other than such persons and their advisersthe Designated Persons.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees shall not to assert, and agrees, after Closing, each agrees to cause the Company and each of the Company Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)representation, after the Closing (the “Post-Closing Representation”), of the Sellers’ Representative, any Seller or any officer, employee, director, manager or governor of its Affiliates or the Company (any of their respective officers, directors or employees such person a “Designated Person”) in any matter involving this Agreement or any other agreements Transaction Document or Transactionstransactions contemplated hereby or thereby (including any Proceeding), by O’Melveny & Xxxxx LLP Wxxxxx (the “OMMCurrent Representation”). (b) Buyer hereby waives and agrees to shall not assert, and each agrees, after Closing, Buyer agrees to cause the Company and each of the Company Subsidiaries to waive and to not assert, any attorney-client privilege or confidentiality obligation with respect to any communication between OMM Wxxxxx and Seller, its Affiliates, the Company, the Company Subsidiaries or any of their respective officers, directors or employees Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after following the Closing, with any of the Company or the Company SubsidiariesCompany, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and confidential information and to control such attorney-client privilege and such confidential information shall be retained by Sellersuch Designated Person; provided provided, that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement Agreement, the other Transaction Documents or any other agreements or Transactionstransactions contemplated hereby and thereby, or the subject matter hereof or thereof, or to communications with any person Person other than such persons the Designated Persons and their advisersadvisors.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. (a) Buyer hereby waives and agrees will not to assert, and agrees, after Closing, agrees to cause the Company each Business Subsidiary and each of the Company Subsidiaries its other subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation (the “Current Representation”)any representation, after the Closing (the “Post-Closing Representation”)Closing, of Seller any Seller, any Business Subsidiary or any Affiliate of its Affiliates any Seller, or any of their respective officers, employees, directors or employees managers in any matter involving this Agreement, any Ancillary Agreement or any other agreements or Transactionstransactions contemplated hereby or thereby (including, without limitation, any litigation, arbitration, mediation or other proceeding), by O’Melveny & Xxxxx LLP (“OMM”)any legal counsel that has represented any such party prior the Closing. (b) Buyer hereby waives and agrees to will not assert, and each agrees, after Closing, agrees to cause the Company each Business Subsidiary and each of the Company Subsidiaries its other Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication concerning this Agreement and the transactions contemplated thereby occurring on or prior to the Closing between OMM any legal counsel and any Seller, its Affiliatesany Business Subsidiary or any Affiliate of any Seller, the Company, the Company Subsidiaries or any of their respective officers, employees, directors or employees occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer, and after the Closing, with any of the Company or the Company Subsidiariesmanagers, it being the intention of the parties hereto Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided the Sellers, and their respective Affiliates to the extent that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving privilege involves communications concerning this Agreement or any other agreements or Transactions, or to communications with any person other than such persons and their advisersthe transaction contemplated thereby.