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) Unless agreed otherwise in writing by the Equityholders’ Representative in connection with any matter, Parent waives and will not assert, and agrees to cause the Company and its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Company Stockholders, Equity Award Holders or any former member, officer, employee or director of the Company or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or the other Transaction Agreements, including any Legal Proceeding between or among Parent or its Affiliates (including the Final Surviving Company) and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxx LLP (“Designated Counsel”) currently representing the Company or any of its Subsidiaries (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates, the Company or any of its Subsidiaries.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Unless agreed otherwise in writing by the Equityholders’ Representative in connection with any matter, Each of Parent waives and Direct Parent waive and will not assert, and agrees to cause the Company and its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Company StockholdersEquityholders, Equity Award Holders the Shareholder Representative or any former membershareholder, officer, employee or director of the Company or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or the any other Transaction Agreementsagreements or transactions contemplated thereby, including any Legal Proceeding litigation or other dispute proceeding between or among Parent, Direct Parent or any of their respective Affiliates, the Company or any of its Affiliates (including the Final Surviving Company) Subsidiaries, and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP LLP, Xxxxxxx Xxxxx Xxxx Well Orion & Co or Xxxxxxxx & Xxxxx LLP (“Designated Counsel”) any other legal counsel currently representing the Company or any of its Subsidiaries in connection with this Agreement or any other agreements or transactions contemplated thereby (whether or not such legal counsel also represented any of the Company Equityholders) (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent, Direct Parent or its their respective Affiliates, the Company or any of its Subsidiaries.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Unless agreed otherwise in writing by the Equityholders’ Representative in connection with any matter, Parent waives and will not assert, and agrees to cause the Company and its Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Company Stockholders, Equity Award Holders or any former member, officer, employee or director of the Company or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or the other Transaction Agreements, including any Legal Proceeding between or among Parent or its Affiliates (including the Final Surviving Company) and any Designated Person, by Xxxxx Xxxx Xxxxxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxx Knight LLP (“Designated Counsel”) currently representing the Company or any of its Subsidiaries with respect to the Transaction (the “Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates, the Company or any of its Subsidiaries.