Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Representative.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees The undersigned agree that, notwithstanding any current or prior representation of any one or more of the Company Securityholders and/or the Company Entities Seller Parties by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”)KK, Xxxx shall KK will be allowed to represent Seller or any of its Affiliates (which will no longer include the Company Securityholders, Companies after the Seller Representative and each of their respective Affiliates Closing) in any matters and disputes disputes, including in any matter or dispute adverse to BuyerBuyer and its Affiliates (including, after the Closing, the Company Entities and/or their respective Affiliates Companies) that either are is existing on the Closing Date date hereof or that arise in the future and relate (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement or and the transactions contemplated Transaction), and Buyer does hereby. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and Blocker)Companies) to, hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx KK has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event of such a dispute arises after the Closing between Buyermatter or dispute, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx KK may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, Buyer or its Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Companies) and even though Xxxx KK may have represented the Company Entities or Blocker Companies in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyer or the Companies. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed the Companies) to include the Company Entities and Blocker)agree, agrees that, as to all communications between or among Xxxx KK and the Company SecurityholdersSeller and their respective Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Companies) and/or and any files of their respective Affiliates that relate in any way KK to the transactions extent related to the Transaction contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Parent or Seller and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Companies). Accordingly, none of Buyer or Blockerits Affiliates (including the Companies) will have access to such communications or to the files of KK relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Company Entities or Blocker Companies) and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a Party to this Agreement after the Closing, then Buyer or its Affiliates (including the Company Entities Companies) may assert, and BlockerParent, to the extent applicableSeller and their Affiliates may not waive, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxKK and any files of KK to such third party, and in such case, Buyer and its Affiliates (including the Companies) will have access to such communications or files, provided they arise from KK’s representation of the Companies (and, for the avoidance of doubt, do not exclusively arise from KK’s representation of parties other than the Companies); provided, however, that the Company Entities and Blocker Companies may not waive such privilege or other protection, and Buyer and its Affiliates (including the Companies) will not have such access, without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. Sxxxxx agrees that, as to all communications between KK and the Seller RepresentativeCompanies prior to the Closing that do not relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Bxxxx and the Companies and will pass to Buyer and the Companies from and after the Closing. Accordingly, from and after the Closing, Buyer (and, after the Closing, the Companies) will have access to such communications and to the files of KK relating to KK’s representation of the Companies other than with respect to the Transaction. Nothing herein is intended to waive KK’s rights to protect its own work product.

Conflicts and Privilege. BuyerThe Company, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Sellers agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities Seller or its Affiliates by Xxxx Xxxxxxxxxx O’Melveny & Hollister Xxxxx LLP (“XxxxOMM”), Xxxx shall ) will be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker Sellers or any of their respective Affiliates (which will no longer include the Acquired Companies after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer and its Affiliates (including, after the Closing, the Acquired Companies) that either is existing on the date hereof or that arises in the future and relates to this Agreement and the Transaction, and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to, (a) waive any claim they have or may have that Xxxx OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, Buyer or any of its Affiliates (on the Company Entities, Blocker one hand) and Sellers or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, Affiliates (on the other hand), then Xxxx OMM may represent the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate may be directly adverse to Buyer, Buyer or its Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Acquired Companies) and even though Xxxx OMM may have represented the any Acquired Company Entities or Blocker in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyer or the Acquired Companies. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed the Acquired Companies) to include the Company Entities and Blocker)agree, agrees that, as to all communications between or among Xxxx OMM and the Company SecurityholdersSellers and their respective Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Acquired Companies) and/or any of their respective Affiliates that relate in any way to the transactions Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Sellers and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Acquired Companies). Accordingly, none of Buyer or Blockerits Affiliates (including the Acquired Companies) will have access to such communications or to the files of OMM relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Company Entities or Blocker Acquired Companies) and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a Party to this Agreement after the Closing, then the Company Entities and Blocker, to the extent applicable, Acquired Companies may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxOMM to such third party; provided, however, that the Company Entities and Blocker Acquired Companies may not waive such privilege without the prior written consent of Sellers. This Section 10.11 will be irrevocable, and no term of this Section 10.11 may be amended, waived or modified, without the Seller Representativeprior written consent of OMM.

Conflicts and Privilege. Buyer, on behalf of itself Seller, LDC and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, agree that notwithstanding any current or prior representation of the Company Securityholders Seller and/or the Company Entities its Affiliates by Xxxx Xxxxxxxxxx & Hollister Xxxxx Xxxxx LLP (“XxxxMB”), Xxxx shall MB will be allowed to represent Seller or any of its Affiliates (which will no longer include the Company Securityholders, after the Seller Representative and each of their respective Affiliates Closing) in any matters and disputes disputes, including in any matter or dispute adverse to Buyer, the Company Entities and/or LDC and their respective Affiliates (including, after the Closing, the Company) that either are is existing on the Closing Date date hereof or arise that arises in the future and relate in each case relates to this Agreement or the transactions contemplated Agreement, and each of Buyer and LDC does hereby. Buyer, on behalf of itself and agrees with respect thereto to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and Blocker)Company) to, hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker Buyer and LDC or any of their respective Affiliates, Affiliates (on the one hand, ) and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, its Affiliates (on the other hand), then Xxxx MB may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or LDC or their respective Affiliates (including the Company) and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or MB may be handling ongoing matters for BuyerBuyer or the Company. Each of Buyer and LDC further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, the Company); provided, however, that MB shall be deemed permitted to include represent the Company Entities and Blocker)pursuant to the terms of Section 12.17 of this Agreement) to agree, agrees that, as to all privileged communications between or among Xxxx MB and the Company SecurityholdersSeller and any of its Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Company) and/or any of their respective Affiliates that relate in any way to this Agreement, the transactions contemplated by this Agreementhereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Seller and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Company). Accordingly, none of Buyer or Blockerits Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoingforegoing in this Section 12.17, if a dispute arises after the Closing between Buyer Buyer, LDC or their respective Affiliates (including, after the Company Entities or Blocker Closing, the Company) and a third party (other than a Party to this Agreement (or its Affiliates), the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxMB to such unaffiliated third party; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller Representativeand Buyer.

Conflicts and Privilege. BuyerThe Company, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Sellers agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities any Seller or its Affiliates by Xxxx Xxxxxxxxxx O’Melveny & Hollister Mxxxx LLP (“XxxxOMM”), Xxxx shall OMM will be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker Sellers or any of their respective Affiliates (which will no longer include the Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer and its Affiliates (excluding, after the Closing, the Company) that either is existing on the date hereof or that arises in the future (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Transactions), and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that Xxxx OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event of such a dispute arises after the Closing between Buyermatter or dispute, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx OMM may represent the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate may be directly adverse to Buyer, Buyer or its Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Company) and even though Xxxx OMM may have represented the Company Entities or Blocker in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyer or the Company. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed the Company) to include the Company Entities and Blocker)agree, agrees that, as to all communications between or among Xxxx OMM and the Company SecurityholdersSellers and their respective Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Company) and/or and any files of their respective Affiliates OMM that relate in any way to the transactions Transactions contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Sellers and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Company). Accordingly, none of Buyer or Blockerits Affiliates (including the Company) will have access to such communications or to the files of OMM relating to the Transactions from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Company Entities or Blocker Company) and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a Party to this Agreement after the Closing, then the Company Entities will give prompt notice to Sellers and Blocker, to the extent applicable, may OMM and assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxOMM and any files of OMM to such third party, and in such case, Buyer and its Affiliates (including the Company) shall have access to such communications or files, provided they arise from OMM’s representation of the Company (and, for the avoidance of doubt, do not exclusively arise from OMM’s representation of parties other than the Company); provided, however, that the Company Entities and Blocker may not waive such privilege or other protection, and Buyer and its Affiliates (including the Company) shall not have such access, without the prior written consent of the Seller Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Sellers agree that, as to all communications between OMM and the Company prior to the Closing that do not relate in any way to the Transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Buyer and passes to Buyer (including, after the Closing, the Company). Accordingly, from and after the Closing, Buyer (and, after the Closing, the Company) will have access to such communications and to the files of OMM relating to OMM’s representation of the Company other than with respect to the Transactions. Nothing herein is intended to waive OMM’s rights to protect its own work product.