Common use of Waiver of Conflicts and Privileged Information Clause in Contracts

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the iHeart Group and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx & Xxxxx LLP (the “Law Firm”) to act as their counsel in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters, and (ii) the Law Firm has previously acted and may in the future act as counsel for CCOH, the Outdoor Group and/or their respective past, present or future Affiliates, but has not acted as counsel thereto in connection with the Transactions. Each of CCH and CCOH hereby (I) waives and will not assert, and will cause each of its past, present or future Affiliates (including each member of the Outdoor Group) to waive and not assert, any conflict of interest relating to the Law Firm’s representation after the Closing of IHM, IHC, any member of the iHeart Group or their respective past, present or future Affiliates in any matter involving the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding, and (II) consents to, and will cause each member of the Outdoor Group to consent to, any such representation, even though in each case (x) the interests of IHM, IHC, such member of the iHeart Group or such Affiliates may be directly adverse to CCH, CCOH, any member of the Outdoor Group or their respective Affiliates, (y) the Law Firm may have represented IHM, IHC, any member of the iHeart Group or their respective Affiliates in a substantially related matter, or (z) the Law Firm may be handling other ongoing matters for CCH, CCOH, any member of the Outdoor Group, or any of their respective Affiliates.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the iHeart Group Acquired Companies, the Stockholder Representative and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx & Xxxxx LLP (the “Law FirmK&E”) to act as their counsel in connection with the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters, and ; (ii) the Law Firm K&E has previously not acted and may in the future act as counsel for CCOHBuyer, the Outdoor Group and/or Merger Sub or any of their respective past, present or future Affiliates, but has not acted as counsel thereto Affiliates in connection with the Transactionstransactions contemplated by this Agreement; and (iii) no Person other than the Acquired Companies, the Stockholder Representative or their respective Affiliates has the status of client of K&E for conflict of interest or any other purpose as a result thereof. Each of CCH and CCOH Buyer hereby (I) waives and will not assert, and will cause each of its past, present or future Affiliates (including each member of including, after the Outdoor GroupClosing, the Acquired Companies) to waive and not assert, any conflict of interest relating to the Law FirmK&E’s representation after the Closing of IHMany Company Security Holder, IHC, any member of the iHeart Group Stockholder Representative or their its respective past, present or future Affiliates in any matter involving the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding, ; and (II) consents to, and will cause each member of its Subsidiaries (including, after the Outdoor Group Closing, the Acquired Companies) to consent to, any such representation, even though in each case (x) the interests of IHMsuch Company Security Holder, IHC, such member of the iHeart Group Stockholder Representative or such its respective Affiliates may be directly adverse to CCHBuyer, CCOH, any member of the Outdoor Group Acquired Companies or their respective Affiliates, ; (y) the Law Firm K&E may have represented IHMBuyer, IHCthe Acquired Companies, any member of the iHeart Group or their respective Affiliates in a substantially related matter, ; or (z) the Law Firm K&E may be handling other ongoing matters for CCHBuyer, CCOH, any member of the Outdoor GroupAcquired Companies, or any of their respective Affiliates.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the iHeart Group Company Entities, the Company Unitholders and the Holder Representative and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx Xxxxxx Xxxxxxxx, XxXxxxxxx Will & Xxxxx XXX, Xxxxxxxx, Xxxxxx & Xxxxxx, P.A. and Xxxxxx & Bird LLP (together with Xxxxxx Xxxxxxxx, XxXxxxxxx Will & Xxxxx LLP, and Xxxxxxxx, Xxxxxx & Finger, P.A., the “Law FirmFirms”) to act as their counsel in connection with the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters, and ; (ii) the Law Firm has previously Firms have not acted and may in the future act as counsel for CCOHBuyer, the Outdoor Group and/or Merger Sub or any of their respective past, present or future Affiliates, but has not acted as counsel thereto Affiliates in connection with the Transactionstransactions contemplated by this Agreement; and (iii) no Person other than the Company Entities or, solely in the case of Xxxxxx & Bird LLP, the Company Unitholders or their respective Affiliates has the status of client of the Law Firms for conflict of interest or any other purpose as a result thereof. Each of CCH and CCOH Buyer hereby (IA) waives and will not assert, and will cause each of its past, present or future Affiliates (including each member of including, after the Outdoor GroupClosing, the Company Entities) to waive and not assert, any conflict of interest relating to the Law Firm’s Firms’ representation prior to the Closing of the Company Entities and representation after the Closing of IHM, IHC, any member the Holder Representative or one or more of the iHeart Group or their respective past, present or future Affiliates Company Unitholders in any matter involving the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation Action or other proceeding, ; and (IIB) consents to, and will cause each member of its Affiliates (including, after the Outdoor Group Closing, the Company Entities) to consent to, any such representation, even though in each case (x) the interests of IHMthe Company Unitholders, IHC, such member of the iHeart Group Holder Representative or such their respective Affiliates may be directly adverse to CCHBuyer, CCOH, any member of the Outdoor Group Company Entities or their respective Affiliates, ; (y) the Law Firm Firms may have represented IHMthe Company Unitholders, IHCthe Company Entities, any member of the iHeart Group or their respective Affiliates in a substantially related matter, ; or (z) the Law Firm Firms may be handling other ongoing matters for CCHBuyer, CCOH, any member of the Outdoor GroupCompany Entities, or any of their respective Affiliates.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the iHeart Group Companies, the Representative, Sellers and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx & Xxxxx LLP (the “Law Firm”) to act as their counsel in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or therebyTransactions) as well as other past and ongoing matters, and (ii) the Law Firm has previously acted and may in the future act as counsel for CCOH, the Outdoor Group and/or their respective past, present or future Affiliates, but has not acted as counsel thereto for any other Person in connection with the TransactionsTransactions and (iii) no Person other than the Group Companies, one or more of the Sellers, the Representative or their respective Affiliates has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Each of CCH and CCOH Parent hereby (IA) waives and will not assert, and will cause each of its past, present or future Affiliates (including each member of including, after the Outdoor GroupClosing, the Group Companies) to waive and not assert, any conflict of interest relating to the Law Firm’s representation after the Closing of IHMany Seller, IHC, any member of the iHeart Group Representative or their respective past, present or future Affiliates in any matter involving the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreementsrelated agreements, and the consummation of the transactions contemplated hereby or therebyTransactions), including in any litigation, arbitration, mediation or other proceeding, and (IIB) consents to, and will cause each member of its Subsidiaries (including, after the Outdoor Closing, the Group Companies) to consent to, any such representation, even though in each case (x) the interests of IHMsuch Seller, IHC, such member of the iHeart Group Representative or such Affiliates may be directly adverse to CCHParent, CCOH, any member of the Outdoor Group Companies or their respective Affiliates, (y) the Law Firm may have represented IHMthe Sellers, IHCthe Group Companies, any member of the iHeart Group Representative or their respective Affiliates in a substantially related matter, or (z) the Law Firm may be handling other ongoing matters for CCHParent, CCOH, any member of the Outdoor GroupGroup Companies, or any of their respective Affiliates.