Common use of Waiver of Conflicts Regarding Representations Clause in Contracts

Waiver of Conflicts Regarding Representations. (a) PEGC I and PEGC I OP acknowledge that Lxxxxx & Wxxxxxx LLP and other legal counsel (“Prior Counsel”) have, on or prior to the Closing Date, represented one or more of the Contributors, Contributed Companies, and the Contributors’ Representative and their respective Subsidiaries and other Affiliates, and their respective officers, employees and directors in one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (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 litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which PEGC I or PEGC I OP or any of their respective Affiliates (including the Contributed Companies and their respective Subsidiaries), on the one hand, and one or more Contributor or the Contributors’ Representative, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), that each Contributor and the Contributors’ Representative reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordingly, each of PEGC I, PEGC I OP and the Contributed Companies 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 one or more Prior Counsel of one or more Contributor or the Contributors’ Representative 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, Prior Counsel may represent one or more Contributor or the Contributors’ Representative in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to PEGC I, PEGC I OP, any of the Contributed Companies or any of their respective Affiliates, and even though Prior Counsel may (i) have represented any of the Contributed Companies or their respective Subsidiaries in a matter substantially related to such dispute or (ii) be currently representing any of the Contributors or the Contributors’ Representative or any of their respective Affiliates. Without limiting the foregoing, each of PEGC I, PEGC I OP and the Contributed Companies (on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Contributors or Contributors’ Representative of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Contributed Companies or any of their Subsidiaries and/or Prior Counsel’s duty of confidentiality as to the Contributed Companies or any of their Subsidiaries and whether or not such disclosure is made before or after the Closing. 104

Waiver of Conflicts Regarding Representations. (a) PEGC I and PEGC I OP acknowledge that Lxxxxx & Wxxxxxx LLP and other legal counsel (“Prior Counsel”) have, on or prior to the Closing Date, represented one or more of the Contributors, Contributed CompaniesPurchaser hereby waives, and the Contributors’ Representative and their respective Subsidiaries and other Affiliates, and their respective officers, employees and directors in one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (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 litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which PEGC I or PEGC I OP or any of their respective shall cause its Affiliates (including the Contributed Companies and their respective Subsidiaries), on the one handSold Company after Closing) to waive, and one or more Contributor or the Contributors’ Representativeshall not, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), that each Contributor and the Contributors’ Representative reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordingly, each of PEGC I, PEGC I OP and the Contributed Companies hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to (including the Sold Company after Closing) not assertto, assert any conflict of interest arising out of or relating to the representation by one or more Prior Counsel of one or more Contributor or representation, after the Contributors’ Representative in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), of Seller Parent, any of its respective Affiliates, or any of their respective officers, employees or directors (any such person or entity, a “Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or the Contemplated Transactions, by any legal counsel, including Xxxxxxxx & Xxxxxxxx XXX, Xxxxxxxxx & Xxxxxxx LLP, Xxxxxxxx & Xxxxxxxx LLP and Xxxx Xxxxx LLP (ii“Prior Company Counsel”), currently representing any Designated Person in connection with this Agreement, the Ancillary Agreements or the Contemplated Transactions (the “Current Representation”). Without limiting the foregoing, Purchaser, on behalf of itself and its Affiliates (including the Sold Company following the Closing) agrees that, following the Closing, Prior Company Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement, the Ancillary Agreements and the Contemplated Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Agreements or the Contemplated Transactions notwithstanding any representation by Prior Company Counsel prior to the Closing, and Purchaser, on behalf of itself and its Affiliates (including the Sold Company following the Closing), hereby agrees that, in the event that a Post-dispute arises after the Closing Matter arisesbetween Purchaser or the Sold Company, on the one hand, and any Designated Person, on the other hand, Prior Company Counsel may represent one or more Contributor or the Contributors’ Representative Designated Persons in a Post-Closing Matter such dispute even though the interests of such Person(s) may be directly adverse to PEGC I, PEGC I OP, any of Purchaser or the Contributed Companies or any of their respective Affiliates, Sold Company and even though Prior Company Counsel may (i) have represented any of the Contributed Companies or their respective Subsidiaries Sold Company in a matter substantially related to such dispute or (ii) be currently representing any of the Contributors or the Contributors’ Representative or any of their respective Affiliates. Without limiting the foregoing, each of PEGC I, PEGC I OP and the Contributed Companies (on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Contributors or Contributors’ Representative of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Contributed Companies or any of their Subsidiaries and/or Prior Counsel’s duty of confidentiality as to the Contributed Companies or any of their Subsidiaries and whether or not such disclosure is made before or after the Closing. 104dispute.

Waiver of Conflicts Regarding Representations. (a) PEGC I and PEGC I OP acknowledge that Lxxxxx & Wxxxxxx LLP and other legal counsel (“Prior Counsel”) haveEach of the Parties to this Agreement hereby agrees, on or prior to the Closing Dateits own behalf and on behalf of its directors, represented one or more of the Contributorsmembers, Contributed Companiesshareholders, and the Contributors’ Representative and their respective Subsidiaries and other Affiliatespartners, and their respective officers, employees and directors in one or more matters relating Affiliates, that (i) Xxxxx Lovells US LLP may serve as counsel to this Agreement or each and any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), Stockholder 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 litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which PEGC I or PEGC I OP or any of their respective its Affiliates (including individually and collectively, the Contributed Companies and their respective Subsidiaries“Stockholder Group”), on the one hand, and one or more Contributor or the Contributors’ RepresentativeCompany and its Subsidiaries, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), that each Contributor and the Contributors’ Representative reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordinglythe negotiation, each preparation, execution and delivery of PEGC I, PEGC I OP this Agreement and the Contributed Companies hereby (i) waives and shall not assertconsummation of the Transaction hereby, and agrees after that, following consummation of the Closing Transaction hereby, Xxxxx Lovells US LLP (or any successor) may serve as counsel to cause its Affiliates to waive and to not assertthe Stockholder Group or any director, member, shareholder, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any conflict of interest litigation, claim or obligation arising out of or relating to the representation by one or more Prior Counsel of one or more Contributor this Agreement or the Contributors’ Representative in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), Transaction notwithstanding such representation and (ii) agrees thatPurchaser shall not, in and shall cause each of the event that a Post-Closing Matter arisesCompany not to, Prior Counsel may represent one seek or more Contributor have Xxxxx Lovells US LLP (or any successor) disqualified from any such representation. Each of the Contributors’ Representative in a Post-Closing Matter even though the interests Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Person(s) may be directly adverse to PEGC I, PEGC I OP, parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Contributed Companies or any of their respective AffiliatesParties acknowledge that such consent and waiver is voluntary, that it has been carefully considered, and even though Prior Counsel may (i) that the Parties have represented any of consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.16 are intended to be for the Contributed Companies or their respective Subsidiaries in a matter substantially related to such dispute or (ii) benefit of, and shall be currently representing any of enforceable by, the Contributors or the Contributors’ Representative or any of their respective Affiliates. Without limiting the foregoing, each of PEGC I, PEGC I OP and the Contributed Companies (on behalf of itself Stockholder Group’s counsel and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Contributors or Contributors’ Representative legal representatives and shall not be deemed exclusive of any information learned by Prior Counsel in other rights to which the course of one Stockholder Group’s counsel is entitled whether pursuant to Law, Contract or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Contributed Companies or any of their Subsidiaries and/or Prior Counsel’s duty of confidentiality as to the Contributed Companies or any of their Subsidiaries and whether or not such disclosure is made before or after the Closing. 104otherwise.