Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ LLP (“Seller’s Counsel”) may serve as counsel to, and Deloitte LLP (“Deloitte”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel may serve as counsel to, and Deloitte may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Business Group Members prior to the Closing, Seller and their counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Seller (notwithstanding that any Business Group Member participated in, was party to or was furnished such communications nor that any Business Group Member is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client privilege with respect to any communication between any Seller’s Counsel, the Group Companies or Seller occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Action that may arise between Seller, on the one hand, and Purchaser or, after the Closing, any Group Company, on the other hand, Seller (and not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Seller’s Counsel and any Group Company that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Seller (or any Affiliate thereof), on the other hand, after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any Seller’s Counsel to such Person; provided, however, that no Group Company may waive such privilege without the prior written consent of Seller. (c) In the event that any third party commences Actions seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such Actions.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇Cravath, Swaine & ▇▇▇▇▇ LLP (“Seller’s CounselCravath”) may serve as counsel to, and Deloitte & Touche LLP (“Deloitte”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel Cravath may serve as counsel to, and Deloitte may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the ClosingCompanies, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide Cravath provides legal services to, and whether or not Deloitte provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Business Group Members Companies prior to the Closing, Seller and their counsel (including Seller’s CounselCravath) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Seller (notwithstanding that any Business Group Member Company participated in, was party to or was furnished such communications nor that any Business Group Member Company is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client privilege with respect to any communication between any Seller’s CounselCravath, the Group Companies or Seller occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Action Proceeding that may arise between Seller, on the one hand, and Purchaser or, after the Closing, any Group Company, on the other hand, Seller (and not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Seller’s Counsel Cravath and any Group Company that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Seller (or any Affiliate thereof), on the other hand, after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any Seller’s Counsel Cravath to such Person; provided, however, that no Group Company may waive such privilege without the prior written consent of SellerSeller (which may not be unreasonably withheld, delayed or conditioned). (c) In the event that any third party commences Actions Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Seller’s Counsel Cravath in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such ActionsProceedings.

Conflicts; Privilege. (a) Purchaser Dawg agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Companythe Transferred Marvel Companies) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Dawg Parties”), that ▇▇▇▇▇▇▇Cravath, Swaine & ▇▇▇▇▇ Moore LLP, McDermott, Will & Emery and Osler, Hoskin & Harcourt LLP (“SellerMarvel’s Counsel”) may serve as counsel to, and Deloitte LLP (“Deloitte”) may provide professional services to, Sellerto Marvel, on the one hand, and the Group CompaniesTransferred Marvel Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Sellerany Marvel’s Counsel may serve as counsel to, and Deloitte may provide professional services to, Seller to Marvel or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the ClosingTransferred Marvel Companies, and Purchaser Dawg on behalf of itself and the Purchaser Dawg Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser Dawg acknowledges that the foregoing provision applies whether or not any SellerMarvel’s Counsel provide legal services to, and whether or not Deloitte provides professional services to, any Group Company to the Transferred Marvel Companies after the Closing Date. (b) PurchaserDawg, on behalf of itself and the Purchaser Dawg Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Transferred Marvel Business Group Members prior to the Closing, Seller Marvel and their counsel (including SellerMarvel’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller Marvel and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Seller Marvel (notwithstanding that any Transferred Marvel Business Group Member participated in, was party to or was furnished such communications nor that any Transferred Marvel Business Group Member is also a client of such counsel), and from and after the Closing, neither Purchaser Dawg nor any Group the Transferred Marvel Company nor any Person purporting to act on behalf of or through Purchaser Dawg or any Group Companythe Transferred Dawg Companies, will seek to obtain the same by any process. From and after the Closing, PurchaserDawg, on behalf of itself and the Purchaser Dawg Parties, waives and will not assert any attorney-client privilege with respect to any communication between any SellerMarvel’s Counsel, the Group Transferred Marvel Companies or Seller Marvel occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller Marvel and shall be controlled by Seller Marvel and shall not pass to or be claimed by PurchaserDawg, any Group Company the Transferred Marvel Companies or any of their respective Affiliates. In connection with any dispute or Action Proceeding that may arise between SellerMarvel, on the one hand, and Purchaser Dawg or, after the Closing, any Group Companythe Transferred Marvel Companies, on the other hand, Seller Marvel (and not Purchaser Dawg or any Group Companythe Transferred Marvel Companies) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any SellerMarvel’s Counsel and any Group Company the Transferred Marvel Companies that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Purchaser Dawg or the Group Transferred Marvel Companies, on the one hand, and a Person other than Seller Marvel (or any Affiliate thereof), on the other hand, after the Closing, the Group Transferred Marvel Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any SellerMarvel’s Counsel to such Person; provided, however, that no Group Company the Transferred Marvel Companies may not waive such privilege without the prior written consent of SellerMarvel. (c) In the event that any third party commences Actions Proceedings seeking to obtain from Purchaser Dawg or its Affiliates (including, after the Closing, any Group Companythe Transferred Marvel Companies) attorney-client communications involving any SellerMarvel’s Counsel in connection with the Current Representation, Purchaser Dawg shall promptly notify in writing Seller Marvel so as to permit Seller Marvel to participate in any such ActionsProceedings. (d) Marvel agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Transferred Dawg Companies) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Marvel Parties”), that Troutman Pepper Locke LLP, Covington & Burling LLP and Blake, Cassels & Graydon LLP and McCarthy Tétrault LLP (“Dawg’s Counsel”) may each serve as counsel to Dawg, on the one hand, and the Transferred Dawg Companies, on the other hand, in connection with the Current Representation, and that, following consummation of the Transactions, any Dawg’s Counsel may serve as counsel to Dawg or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Post-Closing Representation, notwithstanding such representation (or any continued representation) of the Transferred Dawg Companies, and Marvel on behalf of itself and the Marvel Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Marvel acknowledges that the foregoing provision applies whether or not any Dawg’s Counsel provide legal services to the Transferred Dawg Companies after the Closing Date. (e) Marvel, on behalf of itself and the Marvel Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Transferred Dawg Business Group Members prior to the Closing, Dawg and their counsel (including Dawg’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Dawg and such counsel and the expectation of client confidence belongs to, and shall be controlled by, Dawg (notwithstanding that any Transferred Dawg Business Group Member participated in, was party to or was furnished such communications nor that any Transferred Dawg Business Group Member is also a client of such counsel), and from and after the Closing, neither Marvel nor the Transferred Dawg Company nor any Person purporting to act on behalf of or through Dawg or the Transferred Marvel Companies, will seek to obtain the same by any process. From and after the Closing, Marvel, on behalf of itself and the Marvel Parties, waives and will not assert any attorney-client privilege with respect to any communication between any Dawg’s Counsel, the Transferred Dawg Companies or Dawg occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Dawg and shall be controlled by Dawg and shall not pass to or be claimed by Marvel, the Transferred Dawg Companies or any of their respective Affiliates. In connection with any dispute or Proceeding that may arise between Dawg, on the one hand, and Marvel or, after the Closing, the Transferred Dawg Companies, on the other hand, Dawg (and not Dawg or the Transferred Dawg Companies) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Dawg’s Counsel and the Transferred Dawg Companies that occurred before the Closing. Notwithstanding the foregoing, in the event a dispute arises between Dawg or the Transferred Dawg Companies, on the one hand, and a Person other than Dawg (or any Affiliate thereof), on the other hand, after the Closing, the Transferred Dawg Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any Dawg’s Counsel to such Person; provided, however, that the Transferred Dawg Companies may not waive such privilege without the prior written consent of Dawg. (f) In the event that any third party commences Proceedings seeking to obtain from Dawg or its Affiliates (including, after the Closing, the Transferred Dawg Companies) attorney-client communications involving any Dawg’s Counsel in connection with the Current Representation, Dawg shall promptly notify in writing Dawg so as to permit Dawg to participate in any such Proceedings.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇Cravath, Swaine & ▇▇▇▇▇ LLP (“Cravath”), Benesch, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇, Tarrant & ▇▇▇▇▇, LLP (together, “Seller’s Counsel”) may serve as counsel to, and Deloitte LLP KPMG US LLC (“DeloitteKPMG”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Deloitte KPMG may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the a “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Current Representation. Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte KPMG provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that with respect to all communications between or among the Business Group Members prior to the Closing, Seller and their its counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller and such counsel and the expectation of client confidence and any attorney-client privilege attaching thereto belongs to, and shall be controlled by, Seller (notwithstanding that any Business Group Member Members participated in, was party to or was furnished such communications nor that any Business Group Member is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client privilege with respect to any communication between any Seller’s Counsel, on the one hand, and the Group Companies or Seller Seller, on the other hand, occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Action Proceeding that may arise between Seller, on the one hand, and Purchaser or, after the Closing, any Group Company, on the other hand, Seller (and not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Seller’s Counsel Counsel, on the one hand, and any Group Company Company, on the other hand, that occurred before the Closing, except to the extent required to do so by a court order. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Seller (or any Affiliate thereof), on the other hand, after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any Seller’s Counsel to such Person; provided, however, that no Group Company may waive such privilege without the prior written consent of Seller. (c) In the event that any third party commences Actions Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such ActionsProceedings.

Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ LLP (“Cravath”), ▇▇▇▇▇▇▇, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (together, “Seller’s Counsel”) may serve as counsel to, and Deloitte LLP KPMG US LLC (“DeloitteKPMG”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Deloitte KPMG may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the a “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Current Representation. Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto to any such Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte KPMG provides professional services to, any Group Company after the Closing Date. (b) Purchaser, on behalf of itself and the Purchaser Parties, hereby irrevocably acknowledges and agrees that with respect to all communications between or among the Business Group Members prior to the Closing, Seller and their its counsel (including Seller’s Counsel) made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding arising out of or relating to, this Agreement or the Transactions, or any matter relating to the foregoing, are privileged communications between Seller and such counsel and the expectation of client confidence and any attorney-client privilege attaching thereto belongs to, and shall be controlled by, Seller (notwithstanding that any Business Group Member Members participated in, was party to or was furnished such communications nor that any Business Group Member is also a client of such counsel), and from and after the Closing, neither Purchaser nor any Group Company nor any Person purporting to act on behalf of or through Purchaser or any Group Company, will seek to obtain the same by any process. From and after the Closing, Purchaser, on behalf of itself and the Purchaser Parties, waives and will not assert any attorney-client privilege with respect to any communication between any Seller’s Counsel, on the one hand, and the Group Companies or Seller Seller, on the other hand, occurring prior to the Closing in connection with the Current Representation or any Post-Closing Representation, and the expectation of client confidence belongs to Seller and shall be controlled by Seller and shall not pass to or be claimed by Purchaser, any Group Company or any of their respective Affiliates. In connection with any dispute or Action Proceeding that may arise between Seller, on the one hand, and Purchaser or, after the Closing, any Group Company, on the other hand, Seller (and not Purchaser or any Group Company) will have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between any Seller’s Counsel Counsel, on the one hand, and any Group Company Company, on the other hand, that occurred before the Closing, except to the extent required to do so by a court order. Notwithstanding the foregoing, in the event a dispute arises between Purchaser or the Group Companies, on the one hand, and a Person other than Seller (or any Affiliate thereof), on the other hand, after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by any Seller’s Counsel to such Person; provided, however, that no Group Company may waive such privilege without the prior written consent of Seller. (c) In the event that any third party commences Actions Proceedings seeking to obtain from Purchaser or its Affiliates (including, after the Closing, any Group Company) attorney-client communications involving any Seller’s Counsel in connection with the Current Representation, Purchaser shall promptly notify in writing Seller so as to permit Seller to participate in any such ActionsProceedings.