Conflicts; Privileges. It is acknowledged by each of the parties that APD has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and any other counsel engaged by APD or any of its Affiliates for purposes of the transactions contemplated by this Agreement (the “Other Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden and the Other Counsel have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden and the Other Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred PMD Companies) and APD or any of its Affiliates (including, prior to the Closing, the Transferred PMD Companies), each of Skadden and the Other Counsel may represent APD or any such Affiliate in such dispute even though the interests of APD or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred PMD Companies) and even though Skadden and/or the Other Counsel, as applicable, may have represented a Transferred PMD Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred PMD Company, and Buyer and its Subsidiaries and the Transferred PMD Companies hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden and/or the Other Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Skadden, the Other Counsel, APD and its Subsidiaries, and the Transferred PMD Companies, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to APD and may be controlled by APD and shall not pass to or be claimed by Buyer and its Subsidiaries or the Transferred PMD Companies. APD and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary 105 to implement the intent of this Section 9.14. APD and Buyer further agree that Skadden and the Other Counsel and their respectiv...
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Sellers have retained Xxxxx Xxxx & Xxxxxxxx LLP ("Xxxxx Xxxx") to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the "Current Representation"), and that no other party has the status of a client of Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxx Xxxx may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a "Designated Person") in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim that Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (2) any confidentiality obligation with respect to any communication between Xxxxx Xxxx and any Designated Person occurring during the Current Representation.
Conflicts; Privileges. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation and the Company Subsidiaries) and the Stockholders’ Representatives, any Equityholders or any of their Affiliates (including, prior to the Closing, the Company or any Company Subsidiary), Xxxxxx Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) may represent the Stockholders’ Representatives, such Equityholder or any such Affiliate in such dispute (each, a “Specified Matter”) even though the interests of the Stockholders’ Representatives, such Equityholder or such Affiliate may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Surviving Corporation or the Company Subsidiaries), and even though Xxxxxx may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Company or a Company Subsidiary, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Xxxxxx has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; provided that (i) no Xxxxxx attorneys who are currently working or have worked on matters representing Parent or its Affiliates will represent either the Stockholders’ Representative or the Equityholders or their Affiliates in any Specified Matter, (ii) Xxxxxx will adhere, at all times, to its ethical obligations and its obligation not to disclose confidential information of Parent or any other indemnitee (including, following the Closing, of the Company or any of its Subsidiaries, but excluding any confidential information of the Company or any of its Subsidiaries existing at or prior to the Closing) (“Parent Confidential Information”) to the Stockholders’ Representatives or the Equityholders or any other person or entity, and to its obligation not to use Parent Confidential Information for the benefit of the Stockholders’ Representatives or the Equityholders or any other Person or entity, (iii) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, appropriate confidentiality walls will be implemented within Xxxxxx to ensure that no Parent Confidential Information will be accessible to Xxxxxx personnel representing the Stockholders’ Re...
Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby (the 52 “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”).
Conflicts; Privileges. It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take...
Conflicts; Privileges. 11.8.1 It is acknowledged by each of the Parties that the Sellers have retained White & Case LLP (“W&C”) to act as their counsel in connection with the Transactions and that W&C has not acted as counsel for any other Person in connection with the Transactions and that no other Party or Person has the status of a client of W&C for conflict of interest or any other purposes as a result thereof. The Purchasers hereby agree that, in the event that a dispute arises between the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies) and any member of the ABB Group, W&C may represent such member of the ABB Group in such dispute even though the interests of such member of the ABB Group may be directly adverse to the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies), and even though W&C may have represented an Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchasers or an Acquired Company, and the Purchasers hereby waive, on behalf of themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by W&C. The Purchasers further agree that, as to all communications among W&C, the Acquired Companies and the Sellers that relate in any way to the Transactions, the legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Purchasers or the Acquired Companies.
Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained Xxxxxx, Xxxx & Xxxxxxx LLP (“Xxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that Xxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Xxxxxx for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Sellers and the Companies have retained Xxxxxx Xxxxxxx LLP to act as their counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that Xxxxxx Xxxxxxx LLP has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that no other party to this Agreement has the status of a client of Xxxxxx Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Sellers, the Guarantor, their Subsidiaries (including, for the avoidance of doubt, the SLP Subsidiary) and their respective Affiliates have retained King and Spalding LLP to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated herein and therein (the “Current Seller Representation”), and that no other party to this Agreement has the status of a client of King and Spalding LLP for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Endo Companies have retained Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) and A&L Goodbody LLP (“ALG”) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Skadden or ALG for conflict of interest or any other purposes as a result thereof. Buyers hereby agree that after the Closing, Skadden and ALG may represent the Endo Companies or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyers or any of their Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyers or any of their Affiliates, and even though Skadden and/or ALG may have represented Buyers in a substantially related matter, or may be representing Buyers in ongoing matters. Buyers hereby waive and agree not to assert (1) any claim that Skadden and/or ALG has a conflict of interest in any representation described in this Section 9.25(a) or (2) any confidentiality obligation with respect to any communication between Skadden and/or ALG and any Designated Person occurring during the Current Representation.
