Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one hand, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers further agree that, as to all communications among Dentons US LLP or its successor, the Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers and may controlled by Sellers and shall not pass to or be claimed by Buyers or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and the Company, on the one hand, and a third party other than a Sellers, on the other hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next page.]

Conflicts and Privilege. It is acknowledged by Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the Parties hereto that representation, after the Closing, of the Seller or any officer, employee or director of the Company has retained Dentons US LLP to act as or any of its counsel Subsidiaries in connection with the any matter involving this Agreement or any other agreements or transactions contemplated herebyhereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or Buyer and the Company on the one hand, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers further agree that, as to all communications among Dentons US LLP or its successorbetween Xxxx Xxxxxxx LLP, the Company, and/or Sellers Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-/client privilege and the expectation of client confidence belongs to Sellers Seller and may be controlled by Sellers Seller, and shall not pass to or be claimed or controlled by Buyers or the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and Buyer or the Company, on the one hand, Company and a third party Person other than a SellersSeller after the Closing, on the other hand, Buyers and the Company may assert the attorney-/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next pagePerson.]

Conflicts and Privilege. It is acknowledged by Buyer hereby waives and agrees not to assert, and agrees to cause each of its subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the Parties hereto that representation, after the Closing, of Seller or any officer, employee, director or Affiliate of Seller or the Company has retained Dentons US LLP to act as or any of its counsel Subsidiaries in connection with the any matter involving this Agreement or any other agreements or transactions contemplated herebyhereby (including any litigation, arbitration, mediation or other proceeding), by Xxxx Xxxxxxx LLP. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or Buyer and the Company on the one hand, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, may represent Sellers in such dispute even though the interests of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers further agree that, as to all communications among Dentons US LLP or its successorbetween Xxxx Xxxxxxx LLP, the Company, and/or Sellers Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-/client privilege and the expectation of client confidence belongs to Sellers Seller and may be controlled by Sellers Seller, and shall not pass to or be claimed or controlled by Buyers or the Company; provided that Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and Buyer or the Company, on the one hand, Company and a third party Person other than a SellersSeller after the Closing, on the other hand, Buyers and the Company may assert the attorney-/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of Sellers. [Signatures follow on next pagePerson.]

Conflicts and Privilege. It is acknowledged by each of the Parties hereto that Buyer and the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or Buyer or the Company on the one handand Seller, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, Xxxxxxxxx Xxxxxxx LLP may represent Sellers Seller in such dispute even though the interests of Sellers Seller may be directly adverse to the Company, and even though Dentons US Xxxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers Buyer, Seller and the Company further agree that, as to all communications among Dentons US LLP or its successorbetween Xxxxxxxxx Xxxxxxx LLP, the Company, and/or Sellers Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers Seller and may be controlled by Sellers Seller, and shall not pass to or be claimed or controlled by Buyers or the Company; provided that Seller shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of its rights or obligations existing under this Agreement, the other Seller Agreements and the other Company Agreements. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and Buyer or the Company, on the one hand, Company and a third party Person other than a SellersSeller after the Closing, on the other hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxx Xxxxxxx LLP to such third partyPerson; provided, however, that neither Buyers nor the Company may not waive such privilege without the prior written consent of Sellers. [Signatures follow on next pageSeller, which consent will not be unreasonably withheld.]

Conflicts and Privilege. It is acknowledged by Buyer hereby waives and agrees not to assert, and agrees to cause each of its subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the Parties hereto that the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree thatrepresentation, in the event that a dispute arises after the Closing between Buyers and/or the Company on the one handClosing, and one of Seller or both Sellersany officer, on the other handemployee, Dentons US LLP, director or its successor, may represent Sellers in such dispute even though the interests Affiliate of Sellers may be directly adverse to the Company, and even though Dentons US LLP may have represented Seller or the Company in a any matter substantially related to such disputeinvolving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or may be handling ongoing matters for other proceeding), by Xxxx Xxxxxxx LLP. Buyer and the Company. Buyers Company further agree that, as to all communications among Dentons US LLP or its successorbetween Xxxx Xxxxxxx LLP, the Company, and/or Sellers Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-/client privilege and the expectation of client confidence belongs to Sellers Seller and may be controlled by Sellers Seller, and shall not pass to or be claimed or controlled by Buyers or the Company; provided that Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and Buyer or the Company, on the one hand, Company and a third party Person other than a SellersSeller after the Closing, on the other hand, Buyers and the Company may assert the attorney-/client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxxx LLP to such third party; provided, however, that neither Buyers nor the Company may waive such privilege without the prior written consent of SellersPerson. [Signatures follow on next page.REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Conflicts and Privilege. It is acknowledged by each of the Parties hereto that Buyer and the Company has retained Dentons US LLP to act as its counsel in connection with the transactions contemplated hereby. Buyers hereby agree that, in the event that a dispute arises after the Closing between Buyers and/or Buyer or the Company on the one handand Seller, and one or both Sellers, on the other hand, Dentons US LLP, or its successor, Xxxxxxxxx Xxxxxxx LLP may represent Sellers Seller in such dispute even though the interests of Sellers Seller may be directly adverse to the Company, and even though Dentons US Xxxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyers Buyer, Seller and the Company further agree that, as to all communications among Dentons US LLP or its successorbetween Xxxxxxxxx Xxxxxxx LLP, the Company, and/or Sellers Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers Seller and may be controlled by Sellers Seller, and shall not pass to or be claimed or controlled by Buyers or the Company; provided that Seller shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Seller Agreements. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and Buyer or the Company, on the one hand, Company and a third party Person other than a SellersSeller after the Closing, on the other hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxx Xxxxxxx LLP to such third partyPerson; provided, however, that neither Buyers nor the Company may not waive such privilege without the prior written consent of Sellers. [Signatures follow on next pageSeller, which consent will not be unreasonably withheld.]