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

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its AffiliatesSeller, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Company (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements Transaction Agreement or transactions contemplated hereby or thereby, including Wachtellany litigation or other dispute proceeding between or among Buyer or its Affiliates, Liptonany Company and any Designated Person, by Xxxxx Xxxx & Xxxx Xxxxxxxx LLP or any other legal counsel currently representing any Company in connection with this Agreement or any other agreements or transactions contemplated thereby (any whether or not such legal counsel also represented Seller) (such counsel, the “Designated Counsel” and such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or any Company.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliatesand, including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, shall cause each Acquired Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee or director of Seller Parent or any of its Affiliates Acquired Company (any such Person, a “Seller Designated Person”) in any matter involving this AgreementAgreement or any other agreements or transactions contemplated hereby, including any action, suit or other proceeding between or among Buyer or any of its Affiliates (including any Acquired Company), on the Ancillary Agreements one hand, and any Designated Person, on the other hand, by any legal counsel currently representing any Acquired Company in connection with this Agreement or any other agreements or transactions contemplated hereby (whether or thereby, by any not such legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx also represented Parent) (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or such Affiliate.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser the Company each waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxx, LiptonWeiss, Xxxxx Rifkind, Xxxxxxx & Xxxx Xxxxxxxx LLP (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Seller Post-Closing Representation”)) of Seller, of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee employee, director or director other Representative of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its Affiliates, the Equityholders or any shareholder, officer, employee or director of Seller Parent the Company or any of its Subsidiaries or any of their respective Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtellany litigation or other dispute proceeding between or among Parent or its Affiliates, Liptonand any Designated Person, by Xxxxx Xxxx & Xxxx Xxxxxxxx LLP or any other legal counsel currently representing the Company or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated hereby or thereby (whether or not such legal counsel also represented any such representation, of the Equityholders) (the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Companies, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such legal counsel, the “Legal Counsel,” and any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Seller, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Purchased Entity and its Subsidiaries and their Subsidiaries(so long as such Persons remain Affiliates thereof), to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).. 191

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by Xxxxx Xxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP or any other legal counsel (“Designated Counsel”) currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent Parent, ASCO GP LLC and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Transferred Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any #88639600v31 shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Transferred Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Companies, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or the Company Stockholder, NFP Seller, any of its Affiliates, Affiliates or any direct or indirect shareholder, officer, employee or director of NFP Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing NFP Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx Skadden (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (any such representation, the “Seller Current Representation”).