Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Buyer acknowledges that Xxxxxx & Xxxxxxx LLP (“L&W”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, and the Company’s Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in connection with this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated hereby) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under this Agreement or such other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Buyer and the Surviving Corporation hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by L&W of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”) and (ii) agrees that, in the event that a Post-Closing Matter arises, L&W may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representations. Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its Affi...
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause Company and its Subsidiaries to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller, Company, any Company Subsidiary or any officer, employee or director of Seller (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated by this Agreement, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated by this Agreement (the “Current Representation”).
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of any Seller or Company or any officer, employee or director of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel (a “Pre-Closing Counsel”) currently representing any Seller or Company in connection with this Agreement or any other agreements or transactions contemplated hereby (the “Current Representation”). Notwithstanding the foregoing, the Sellers shall not waive conflicts or the right to assert attorney-client privilege, and shall retain control of all communications and exchange of documentation with Lobo & Xx Xxxxx in connection with the Brazilian ICMS tax assessment referenced in Section 7.2(a)(viii). On conclusion of the referenced ICMS tax assessment claim, all relevant documentation of the Business related to such claim will be returned to the Business.
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Acquiror waives and shall not assert, and agrees to cause the Companies to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of any Seller or any officer, employee or director of any Seller (any such Person, a “Designated Person”) in any matter involving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, by the law firms set forth on Schedule 6.5(a) (“Pre-Closing Counsel”), which are each currently representing the Sellers and the Companies in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby (the “Current Representation”).
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) The Buyer waives and shall not assert, and agrees to cause the Acquired Group to waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing (the “Post‑Closing Representation”) of the Sellers or the Acquired Group or any director, manager, officer or employee of any of the foregoing (any such Person, a “Designated Person”) in any matter involving this Agreement or the Other Agreements or the Contemplated Transactions by Xxxxxxx & Xxx, P.C. (the “Current Representation”).
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) From and after the Closing, Purchaser and the Company waive and shall not assert, and agree to cause the Company Group to waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing of any Seller or the Company Group (any such Person, a “Designated Person”) in any matter involving this Agreement or the transactions contemplated hereby by Ice Xxxxxx LLP (“IM”) in connection with this Agreement or the transactions contemplated hereby (the “Current Representation”).
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (Company).
Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege
