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) Buyers waive and will not assert, and agree to cause the Company and any of 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 any Seller, shareholder, officer, employee or director of any Company Entity (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel currently representing any Company Entity in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). (b) Buyers waive and will not assert, and agree to cause the applicable Company Entity to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with any Company Entity, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellers; 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 contemplated hereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree to and, after the Closing, will cause the Company and any of 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 any Limited Brands, the Seller, shareholderor any stockholder, officer, employee or director of the Company or any Company Entity of its Subsidiaries, or any Affiliate of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing Limited Brands, the Seller or the Company or any Company Entity Subsidiary in connection with this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Buyer waives and will not assert, and agree to after the Closing, will cause the applicable Company Entity and its Subsidiaries to waive and not to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with the Company or any Company Entityof its Subsidiaries, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersLimited Brands or Seller; provided that the foregoing waiver and acknowledgement acknowledgment of retention shall not extend to any communication not involving this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisersPersons.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive 6.2.4.1. Buyer waives and will not assert, and agree agrees to cause the Company and any of 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 any Seller, shareholder, officer, employee or director of any Company Entity (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing any the Company Entity in connection with this Agreement or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive 6.2.4.2. Buyer waives and will not assert, and agree agrees to cause the applicable Company Entity to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with any Company Entitythe Company, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersSeller; 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 contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree agrees to cause the Company and any of 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 Seller and any Seller, shareholder, officer, employee or director of any the Company Entity (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing any the Company Entity in connection with this Agreement the Transaction Documents or any other agreements or the transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Buyer waives and will not assert, and agree agrees to cause the applicable Company Entity to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel of Seller or the Company and any Designated Person occurring during as to the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with any Company Entitythe Company, it being the intention of the Parties that all such rights to such attorney-client privilege and as to control disclosure by such legal counsel of attorney-client privilege privileged communications as to the Current Representation shall be retained by the SellersSeller; 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 contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Purchaser waives and will not assert, and agree agrees to cause the Company and any of its Subsidiaries Affiliates 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 any Seller, any of its Affiliates or any shareholder, officer, member, manager, employee or director of any Company Entity Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or Agreement, any other agreements or transactions contemplated hereby, by any legal counsel currently representing any Company Entity in connection with this Agreement Transaction Document or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any of its Affiliates in connection with this Agreement, the other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (the “Current Representation”). (b) Buyers waive Purchaser waives and will not assert, and agree agrees to cause the applicable Company Entity its Affiliates to waive and not to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Purchaser or any Buyer, and following the Closing, with any Company Entityof its Affiliates, it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Seller and that Seller, and not Purchaser or Purchaser’s Affiliates, shall have the Sellers; provided that the foregoing waiver sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and acknowledgement after Closing, neither Purchaser nor any of retention its Affiliates shall not extend have any access to any communication such communications or to the files of the Current Representation, all of which shall be and remain the property of Seller and not involving this Agreement of Purchaser or any other agreements or transactions contemplated herebyof its Affiliates, or to communications with internal counsel relating to such engagement, and neither Purchaser nor any of its Affiliates or any Person other than acting or purporting to act on their behalf shall seek to obtain the Designated Persons same by any process on the grounds that the privilege and their advisersprotection attaching to such communications and files belongs to Seller.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Parent waives and will not assert, and agree agrees to cause the Company and any of its Subsidiaries each Company Subsidiary 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 the Company Holders or any Seller, shareholder, officer, employee or director of the Company or any Company Entity Subsidiary (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel currently representing the Company or any Company Entity Subsidiary in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”)., including Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxx LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (b) Buyers waive Parent waives and will not assert, and agree agrees to cause the applicable Company Entity and each Company Subsidiary to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with Representation involving a dispute with Parent or any Buyerof its Affiliates, and following the Closing, with the Company or any Company EntitySubsidiary, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellers; 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 contemplated hereby, or to communications with any Person other than the such Designated Persons and their advisersPerson.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree agrees to cause the Company and any each of 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 Seller or any Seller, of its Affiliates or any shareholder, officer, employee or director of the Company or any Company Entity of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing the Company or any Company Entity of its Subsidiaries in connection with this Agreement or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Buyer waives and will not assert, and agree agrees to cause the applicable Company Entity and each of its Subsidiaries to waive and not to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with the Company or any Company Entityof its Subsidiaries, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersSeller and its Affiliates; 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 contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers Buyer and Seller waive and will shall not assert, and agree agrees to cause the Company and any of its Subsidiaries Affiliates 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 any Seller, Buyer or any of their Affiliates or any shareholder, officer, employee or director of the or any Company Entity of their Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement Agreement, the Transaction Documents or any other agreements or the transactions contemplated hereby, by any legal counsel currently representing any Company Entity in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”).Law Office of X.X. Xxxxxx, P.C. (b) Buyers Buyer and Seller waive and will shall not assert, and agree agrees to cause the applicable Company Entity its Affiliates to waive and to not assert, any attorney-client privilege solely to the extent inherited as a result of the transactions contemplated by this Agreement with respect to any communication between any legal counsel and any Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Current Representation prior to the Closing Date in connection with any Post-Closing Representation. (c) The attorney-client privilege, including in connection with a dispute with any attorney work-product protection and expectation of client confidence arising from the transactions contemplated hereby prior to the Closing Date, and all information and documents covered by such privilege or protection, will belong to and be controlled by Seller and may be waived only by Seller, and not Buyer, and following will not pass to or be claimed or used by Buyer; provided, that Buyer may assert the Closing, with any Company Entity, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellers; 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 contemplated hereby, or to communications with any Person other than the Designated Persons and their advisersagainst a third party.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree to and, after the Closing, will cause the Company and any of its the 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 CTI, or any Seller, shareholder, officer, officer or employee of the Company or director of any Company Entity of the Subsidiaries, or any Affiliate of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing CTI, the Company or any Company Entity Subsidiary in connection with this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Buyer waives and will not assert, and agree to after the Closing, will cause the applicable Company Entity and the Subsidiaries to waive and not to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with the Company or any Company Entityof the Subsidiaries, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersCTI; provided that the foregoing waiver and acknowledgement acknowledgment of retention shall not extend to any communication not involving this Agreement Agreement, the Transaction Documents or any other agreements or transactions contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisersPersons.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Each Buyer waives and will not assert, and agree agrees to cause the Company and any of its Subsidiaries Companies 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 any Seller, Seller or any Subsidiary Seller or any of their respective Affiliates or any shareholder, officer, employee or director of any of them or either Company Entity (any such Person, a “Designated Person”) in any matter involving this Agreement the Transaction Agreements or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing any Company Entity Seller, Subsidiary Sellers or the Companies in connection with this Agreement the Transaction Agreements or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Each Buyer waives and will not assert, and agree agrees to cause the applicable Company Entity Companies to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any either Buyer, and following the Closing, with any Company Entitythe Companies, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellersapplicable Seller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement the Transaction Agreements or any other agreements or transactions contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree agrees to cause the Company and any of 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 Freeport or any Seller, of its Affiliates or any shareholder, officer, employee or director of any of them or the Company Entity or any of its Subsidiaries (any such Person, a “Designated Person”) in any matter involving this Agreement the Transaction Agreements or any other agreements Contracts or transactions contemplated herebythereby, by any legal counsel currently representing Freeport, the Company or any Company Entity of its Subsidiaries in connection with this Agreement the Transaction Agreements or any other agreements Contracts or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers waive Solely in connection with disputes with Freeport regarding the Transaction Agreements or any other Contract or transactions contemplated thereby, Buyer waives and will not assert, and agree agrees to cause the applicable Company Entity and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with any Company Entity, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersFreeport; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement the Transaction Agreements or any other agreements Contracts or transactions contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisers.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree agrees to cause the Company and any of its Subsidiaries Companies following Closing 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 any Seller, shareholderthe Companies or any of their respective shareholders, officerofficers, employee employees or director of any Company Entity directors (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel currently representing that represented Seller or any Company Entity of the Companies prior to the Closing Date in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). (b) Buyers waive and Buyer will not assert, and agree agrees to cause the applicable Company Entity to waive and Companies to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and Seller or, following the Closing, with any Company Entityof the Companies, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller and, Buyer waives and will cause the SellersCompanies to waive, such attorney‑client privilege, for the limited purpose of giving effect to the foregoing; 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 contemplated hereby, or to communications with any Person other than the Designated Persons and their advisersadvisors and is not intended to affect the attorney-client privilege in any other context.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree agrees to cause the Company and any of its Subsidiaries Companies following Closing 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 any Seller, shareholderthe Companies or any of their respective shareholders, officerofficers, employee employees or director of any Company Entity directors (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel currently representing that represented Seller or any Company Entity of the Companies prior to the Closing Date in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). (b) Buyers waive and Buyer will not assert, and agree agrees to cause the applicable Company Entity to waive and Companies to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and Seller or, following the Closing, with any Company Entityof the Companies, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller and, Buyer waives and will cause the SellersCompanies to waive, such attorney-client privilege, for the limited purpose of giving effect to the foregoing; 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 contemplated hereby, or to communications with any Person other than the Designated Persons and their advisersadvisors and is not intended to affect the attorney-client privilege in any other context.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will not assert, and agree to and, after the Closing, will cause the each Company and any of its Subsidiaries Subsidiary 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 any Seller, shareholderor any stockholder, officer, employee or director of any Company Entity or Subsidiary, or any Affiliate of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated herebythereby, by any legal counsel currently representing any Seller or any Company Entity or Subsidiary in connection with this Agreement or any other agreements or transactions contemplated hereby thereby (the “Current Representation”). (b) Buyers In any dispute between Buyer (or after the Closing any Company or Subsidiary) and Sellers arising out of this Agreement, Buyer shall waive and will not assert, and agree to after the Closing, will cause the applicable each Company Entity and Subsidiary to waive and not to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the Closing, with any Company Entity, it being the intention of the Parties that all Representation by such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellerslegal counsel; provided that the foregoing waiver and acknowledgement acknowledgment of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated herebythereby, or to communications with any Person other than the Designated Persons and their advisersPersons.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers and Sellers each waive and will not assert, and agree to cause the Company and any of its Subsidiaries Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the applicable Closing (the “Post-Closing Representation”), of any Seller, shareholder, officer, employee or director of any Company Entity (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated herebyby and referenced within this Agreement, by any legal counsel currently representing any Company Entity or its Subsidiaries in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). (b) Buyers and Sellers each waive and will not assert, and agree to cause the applicable Company Entity or its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Buyer, and following the applicable Closing, with any Company EntityCompany, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Sellers; 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 contemplated herebyhereby and referenced within this Agreement, or to communications with any Person other than the Designated Persons and their advisers. For avoidance of doubt, nothing within this Section 6.12(b) waives any claim of attorney-client privilege that can be asserted by any Buyer or Seller with respect to any communication by any Buyer or Seller, as applicable, or any officer, employee, or director of any Buyer or Seller, as applicable, in any matter involving this Agreement or any other agreements or transactions contemplated hereby, or otherwise. The Parties acknowledge that the intent of this provision is to permit the current legal advisors of the Company Groups who are advising in respect of the Projects under development to continue to advise on such matters.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will shall not assert, and agree agrees to cause its Affiliates (including, after the Company and any of its Subsidiaries Closing, the Sold Companies) 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 Seller or any Seller, of its Affiliates or any shareholder, officer, employee or director of Seller or any Company Entity of its Affiliates (any such Person, a “"Designated Person”") in any matter involving this Agreement Agreement, the Closing Agreements or any other agreements or transactions contemplated herebythe Transactions, by any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP ("STB"), in its capacity as legal counsel currently representing Seller or any Company Entity of its Affiliates in connection with this Agreement Agreement, the Closing Agreements or any other agreements or transactions contemplated hereby the Transactions (the “"Current Representation”"). (b) Buyers waive Buyer waives and will shall not assert, and agree agrees to cause its Affiliates (including, after the applicable Company Entity Closing, the Sold Companies) to waive and to not assert, any attorney-client privilege solely to the extent inherited as a result of the Transactions with respect to any communication between any legal counsel STB and any Designated Person occurring during the Current Representation prior to the Closing Date in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any Buyerof its Affiliates, and following the Closing, with any Company Entitythe Sold Companies, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the SellersSeller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements the Closing Agreements or transactions contemplated herebythe Transactions, or to communications with any Person other than the Designated Persons and their advisersadvisers or to any privilege otherwise held by Buyer irrespective of the Transactions. (c) Notwithstanding the foregoing, after the Closing, in the event of a dispute between Buyer, the Sold Company or any of their respective Affiliates, on the one hand, and a Person other than Seller or its Affiliates, on the other hand, the Sold Companies may assert the attorney-client privilege to prevent the disclosure of such communications and files by its legal counsel in the Current Representation, Seller and its Affiliate to such Person.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Buyers waive Buyer waives and will shall not assert, and agree agrees to cause its Affiliates (including, after the Company and any of its Subsidiaries Closing, the 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 Seller or any Seller, of its Affiliates or any shareholder, officer, employee or director of Seller or any Company Entity of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements Transaction Document or the transactions contemplated herebyhereby or thereby, by any legal counsel currently representing Seller or any Company Entity of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby (the “Current Representation”). (b) Buyers waive Buyer waives and will shall not assert, and agree agrees to cause its Affiliates (including, after the applicable Company Entity Closing, the Purchased Subsidiaries) to waive and to not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during relating to the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any Buyerof its Affiliates, and following the Closing, with any Company EntityPurchased Subsidiary, it being the intention of the Parties parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege under such circumstances shall be retained by the SellersSeller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements Transaction Document or the transactions contemplated herebyhereby or thereby, or to communications with any Person other than the Designated Persons and their advisers. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.