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) Buyer waives and will not assert, and, after the Closing, will 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 (the “Post-Closing Representation”), of Limited Brands, the Seller, or any stockholder, officer, employee or director of the Company or any of its Subsidiaries, or any Affiliate of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transaction Documents or any other agreements or transactions contemplated thereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Subsidiary in connection with this Agreement, the Transaction Documents or any other agreements or transactions contemplated thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will agrees not to assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving or relating to this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Subsidiary of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will shall not assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Subsidiary of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will shall not assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving or relating to, and solely to the extent involving or relating to, this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Subsidiary of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) ¤ Buyer waives and will shall not assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Subsidiary of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will shall not assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Acquired Entities) to waive and not to assert, any conflict of interest or other objection arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any 63 shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving or relating to this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or any of its Affiliates, including the Company or any Subsidiary Acquired Entities, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will shall not assert, andand agrees to cause its Affiliates (including, after the Closing, will cause the Company and its Subsidiaries Acquired Entities) to waive and not to assert, any conflict of interest or other objection arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving or relating to this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or any of its Affiliates, including the Company or any Subsidiary Acquired Entities, in connection with this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”).

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyer waives and will shall not assert, and, after the Closing, will and agrees to cause the Company and its Subsidiaries controlled Affiliates to waive and not to assert, any conflict of interest or other objection arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Limited Brands, the Seller, Seller or any stockholderof its Affiliates or any shareholder, officer, employee or director of the Company Seller or any of its Subsidiaries, or any Affiliate of any of the foregoing Affiliates (any such Person, a “Designated Person”) in any matter involving or relating to this Agreement, the Transaction Documents Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Limited Brands, the Seller or any of its Affiliates, including the Company or any Subsidiary Acquired Entities, in connection with this Agreement, any Transaction Document or the HHI Transaction Documents or any other agreements or the transactions contemplated hereby or thereby (the “Current Representation”).