Common use of Attorney-Client Privilege and Conflict Waiver Clause in Contracts

Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx & Xxxxx LLP has represented the Company, its Subsidiaries, certain of the Sellers and the Sellers’ Representative. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree Purchaser shall not, and shall not cause any member of the Company Group to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Sellers’ Representative, the Sellers and their respective Affiliates, and each of the foregoing’s respective officers, directors, employees, shareholders, equityholders, agents and representatives (collectively, the “Seller Parties”) in connection with any dispute that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and the Purchaser or the Company in connection with this Agreement or the transactions contemplated hereby and (b) in connection with any such dispute that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and the Purchaser or the Company, the Sellers’ Representative (and not the Purchaser or the Company) will have the right to decide whether or not to waive the attorney client privilege that may apply to any communications between the Company, any of its Subsidiaries and Xxxxxxxx & Xxxxx LLP that occurred before the Closing.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx & Xxxxx LLP has represented the Company, its Subsidiaries, certain of the Sellers and the Sellers’ RepresentativeRepresentative in connection with this Agreement and the transactions contemplated hereby. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree Purchaser shall not, and shall not cause any member of the Company Group to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Sellers’ Representative, the Sellers Seller Indemnitees and their respective Affiliates, Affiliates (other than the Company and each of the foregoing’s respective officers, directors, employees, shareholders, equityholders, agents and representatives (collectively, the “Seller Parties”its Subsidiaries) in connection with any dispute that may arise between the Sellers’ Representative, the Seller Parties Indemnitees or their respective Affiliates Affiliates, on the one hand, and the Purchaser or the Company Company, on the other hand, in connection with this Agreement or the transactions contemplated hereby and (b) in hereby. In connection with any such dispute that may arise between the Sellers’ Representative, the Seller Parties Indemnitees or their respective Affiliates Affiliates, on the one hand, and the Purchaser or the Company, on the other hand, the Sellers’ Representative (and not the Purchaser or the Company) will have the right to decide decide, in its sole discretion, whether or not to waive the attorney client privilege that may apply to any communications between the Company, any of its Subsidiaries the Sellers and Xxxxxxxx & Xxxxx LLP that occurred before the Closing.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP has represented the Company, its Subsidiariesthe Stockholders, certain of the Sellers Stockholders’ Representative and the Sellers’ RepresentativeHill. All of the parties Parties recognize the commonality community of interest that exists and will continue to exist until the Closing, and the parties Parties agree that such commonality community of interest should continue to be recognized after the Closing. Specifically, the parties Parties agree Purchaser that (a) Buyer shall not, and shall not cause any member of the Company Group toSurviving Corporation to not, seek to have Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP disqualified from representing the Sellers’ Representativeany Stockholder, the Sellers and their respective Affiliates, and each of the foregoing’s respective officers, directors, employees, shareholders, equityholders, agents and representatives (collectively, the “Seller Parties”) Stockholders’ Representative or Hill in connection with any dispute that may arise between the Sellers’ RepresentativeStockholders, the Seller Parties or their respective Affiliates Stockholders’ Representative and/or Hill, on the one hand, and the Purchaser Buyer or the Company Surviving Corporation, on the other hand, in connection with this Agreement or any of the transactions contemplated hereby and (b) in connection with any such dispute that may arise between the Sellers’ RepresentativeStockholders, the Seller Parties or their respective Affiliates Stockholders’ Representative and/or Hill, on the one hand, and the Purchaser Buyer or the CompanySurviving Corporation, on the other hand, the SellersStockholders, the Stockholders’ Representative and/or Hill who are involved in such dispute (and not the Purchaser Buyer or the CompanySurviving Corporation) will have the right to decide whether or not to waive the any attorney client privilege that may apply to any communications between the Company, any of its Subsidiaries Company and Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP that occurred before the Closing.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP has represented the Company, its Subsidiariesthe Stockholders, certain of the Sellers Stockholders’ Representative and the Sellers’ RepresentativeHill. All of the parties Parties recognize the commonality community of interest that exists and will continue to exist until the Closing, and the parties Parties agree that such commonality community of interest should continue to be recognized after the Closing. Specifically, the parties Parties agree Purchaser that (a) Buyer shall not, and shall not cause any member of the Company Group toSurviving Corporation to not, seek to have Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP disqualified from representing the Sellers’ Representativeany Stockholder, the Sellers and their respective Affiliates, and each of the foregoing’s respective officers, directors, employees, shareholders, equityholders, agents and representatives (collectively, the “Seller Parties”) Stockholders’ Representative or Hill in connection with any dispute that may arise between the Sellers’ RepresentativeStockholders, the Seller Parties or their respective Affiliates Stockholders’ Representative and/or Hill, on the one hand, and the Purchaser Buyer or the Company Surviving Corporation, on the other hand, in connection with this Agreement or any of the transactions contemplated hereby and (b) in connection with any such dispute that may arise between the Sellers’ RepresentativeStockholders, the Seller Parties or their respective Affiliates Stockholders’ Representative and/or Hill, on the one hand, and the Purchaser Buyer or the CompanySurviving Corporation, on the other hand, the SellersStockholders, the Stockholders’ Representative and/or Hill who are involved in such dispute (and not the Purchaser Buyer or the CompanySurviving Corporation) will have the right to decide whether or not to waive the any attorney client privilege that may apply to any communications between the Company, any of its Subsidiaries Company and Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP that occurred before the Closing.