Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the Parties that GCL has retained ▇▇▇▇▇▇▇▇ LLP to act as its counsel in connection with the transactions contemplated by this Agreement. The Purchaser agrees that, in the event that a dispute arises after Closing between the Parties, ▇▇▇▇▇▇▇▇ LLP may represent GCL in such dispute even though the interests of GCL may be directly adverse to the Purchaser or the company, and even though ▇▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Purchaser or the Company. The Purchaser further agrees that, as to all communications among Goodmans LLP, the Company, and GCL that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to GCL and may be controlled by GCL and will not pass to or be claimed by the Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Company and a third party other than a Party after the Closing, the Company may assert the attorney or solicitor-client privilege on behalf of GCL to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇ LLP to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of GCL.

Conflicts and Privilege. It is acknowledged by each of The parties acknowledge that the Parties that GCL has Company and Seller have retained ▇▇▇▇▇▇▇▇ Coie LLP (“PC”) to act as its counsel in connection with the transactions contemplated by this Agreementhereby, that PC has not acted a counsel for any other party in connection with the transactions contemplated hereby, and that none of the other parties has the status of a client of PC for conflict of interest or any other purposes as a result thereof. The Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the PartiesPurchaser and Seller, ▇▇▇▇▇▇▇▇ LLP PC may represent GCL Seller in such dispute even though the interests of GCL Seller may be directly adverse to the Purchaser or the companyCompany, and even though ▇▇▇▇▇▇▇▇ LLP PC may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Purchaser or the Company. The Purchaser further agrees that, as to all communications among Goodmans LLP, between PC and the Company, and GCL Company that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation exception of client confidence belongs to GCL Seller and may be controlled by GCL Seller and will shall not pass to or be claimed by the Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Purchaser or the Company Company, and a third party Person other than a Party party to this Agreement after the Closing, the Company may assert the attorney or solicitorattorney-client privilege on behalf of GCL to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇ LLP PC to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of GCLSeller.

Conflicts and Privilege. It is acknowledged by each of the Parties parties hereto that GCL has retained ▇▇▇▇▇▇▇▇ LLP the Business Subsidiaries may retain counsel to them (“Counsel”) to act as its their counsel in connection with the transactions contemplated by this Agreementhereby. The Purchaser ▇▇▇▇▇ hereby agrees that, in the event that a dispute arises after the Closing between the Parties, ▇▇▇▇▇▇▇▇ LLP and Sellers, Counsel may represent GCL Sellers in such dispute even though the interests of GCL Sellers may be directly adverse to the Purchaser Buyer or the companyBusiness, and even though ▇▇▇▇▇▇▇▇ LLP Counsel may have represented the Company Business Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for the Purchaser Buyer or the Companyany Business Subsidiary. The Purchaser ▇▇▇▇▇ further agrees that, as to all communications among Goodmans LLPCounsel, the Company, ▇▇▇▇▇▇▇ and GCL their respective Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to GCL ▇▇▇▇▇▇▇ and may be controlled by GCL Sellers and will shall not pass to or be claimed by the Purchaser ▇▇▇▇▇ or the Companyany Business Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser Buyer or the Company any Business Subsidiary and a third party other than a Party party to this Agreement after the Closing, the Company Business Subsidiaries may assert the attorney or solicitor-client privilege on behalf of GCL to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇ LLP Counsel to such third party; provided, however, that none of the Company Business Subsidiaries may not waive such privilege without the prior written consent of GCLSellers.