Waiver of Conflicts; Privilege. (a) Each of the parties acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company and the Stockholders’ Representative in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. Parent waives, and will not assert, and agrees to cause the Company to waive, and to not assert any conflicts that may arise in connection with (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. (collectively, “Prior Company Counsel”) representing the Members after the Closing and (b) the communication by Prior Company Counsel to such Persons, in any such representation, of any fact known to Prior Company Counsel in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with Parent related to this Agreement following the Closing, and, subject to reasonable confidentiality protections, the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications (1) that were attorney-client privileged communications between the Members, the Company, any officer, employee or director of the Company (acting in the capacity as such) and Prior Company Counsel, (2) that have not lost such privilege for any reason and (3) to the extent relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement (communications meeting all such 3 requirements being “Transactional Privileged Communications”) will be deemed to be attorney-client confidences that belong solely to the Members. For clarity, any communication that does not relate to negotiation, documentation and consummation of the transactions contemplated by this Agreement, or any part thereof that does not so relate, shall not be a Transactional Privileged Communication and Parent shall own and control all privileges related to such communications, including the attorney-client privilege related thereto. A communication shall be appropriately bifurcated to give effect to the foregoing. Accordingly, the Company will not have access to any such Transactional Privileged Communications in the possession of Prior Company Counsel, or to the files of Prior Company Counsel relating to such communications, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Members (and not the Company) will be the sole holders of the attorney-client privilege with respect to such Transactional Privileged Communications, (b) to the extent that files of Prior Company Counsel in respect of such communications constitute property of the client, only the Members (and not the Company) will hold suc...
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that each of King & Spalding LLP (“K&S”) and Stikeman Elliott LLP (“SE”) has acted as counsel to each of the Purchased Companies and Sellers in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. Buyer hereby consents and agrees to, and agrees to cause the Purchased Companies to consent and agree to, each of K&S and SE representing Sellers and any of their Affiliates (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Subsidiaries (including the Purchased Companies). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Purchased Companies to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) each of K&S’s or SE’s, as the case may be, prior representation of the Purchased Companies or the Business and (ii) each of K&S’s or SE’s, as the case may be, representation of the Seller Parties prior to and after the Closing. Buyer represents that Buyer’s attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against K&S and SE, as the case may be, and Buyer’s consent with respect to this waiver is fully informed.
Waiver of Conflicts; Privilege. (a) Each of Buyer and the Company hereby acknowledges that Xxxxxxxx & Xxxxx LLP and Xxxxxx Xxxxxxxxx LLC (collectively, “Company Counsel”) has acted as legal counsel to the Company, certain of the Company Securityholders and the Securityholder Representative in connection with the negotiation, preparation, execution and delivery of and performance under this Agreement and, following consummation of the Closing, Company Counsel (or any of its successors) may serve as counsel to the Securityholder Representative, the Company Securityholders and their respective Affiliates (other than the Company) (individually and collectively, the “Seller Group”) in connection with any Action, Litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby, notwithstanding such prior representation of the Company. Buyer hereby consents thereto and waives any conflict of interest arising therefrom and shall cause its Affiliates (including the Company following the Closing) and Representatives to consent to and waive any conflict of interest arising from such representation. Buyer, on its own behalf and on behalf of its Affiliates and Representatives, including the Company following the Closing, hereby irrevocably acknowledges and agrees that all communications prior to the Closing between any member of the Seller Group, on the one hand, and Company Counsel, on the other hand, made in connection with the negotiation, preparation, execution and delivery of and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any other Transaction Document or any other agreement contemplated hereby or thereby or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, do not lose any status they may have as attorney-client communications or work product communications between any member of the Seller Group and Company Counsel, as applicable (collectively, the “Seller Privileged Communications”) by reason of this Agreement or the transactions contemplated hereby or otherwise and are deemed to be property of the Securityholder Representative, and, from and after the Closing, Buyer shall not, and shall not permit its Affiliates (including the Company following the Closing) or Representatives to, claim that any such privilege has been waived as to the Seller Privileged Communications by reason of such law firm’s role ...
Waiver of Conflicts; Privilege. Each of the Parties, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company, its Subsidiaries, the Securityholder Representative and the Company Securityholders (solely in their capacities as Company Securityholders) in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby and that Xxxxxxx has not represented any individual Company Securityholder with respect to their respective individual rights and obligations under this Agreement, including without limitation, any rights and obligations under Section 5.11.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Xxxxx Day (“JD”) has acted as counsel to Seller in connection with the negotiation of this Agreement and consummation of the Transactions. Buyer hereby consents and agrees to JD representing Seller and any of its Affiliates (collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Subsidiaries (including the Company Group Members) regarding this Agreement. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company Group Members to irrevocably waive and not to assert, in any dispute regarding this Agreement any conflict of interest arising from or in connection with JD’s representation of the Seller Parties in connection with the negotiation of this Agreement and consummation of the Transactions prior to and after the Closing. Buyer represents that Buyer’s attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against JD, and Buyer’s consent with respect to this waiver is fully informed.
Waiver of Conflicts; Privilege. 9.15.1 Each of the Parties acknowledges and agrees that Xxxxxxx Procter LLP and its affiliated firms (“Xxxxxxx”) has acted as counsel to Seller and, as of immediately prior to Closing, Sale Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
Waiver of Conflicts; Privilege. (a) Each of the Parties hereto acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company, the Subsidiary, the Blockers, the Blocker Sellers, the Securityholders and the Securityholder Representative (in its capacity as both the Securityholder Representative and as a Securityholder) in connection with the negotiation of this Agreement and consummation of the Transaction, and that Xxxxxxx 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 Xxxxxxx for conflict of interest or any other purposes as a result thereof.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Xxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxxxx, L.L.P. (“Xxxxx Xxxxxxxx”) has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and the Transactions. Buyer hereby consents and agrees to Xxxxx Xxxxxxxx representing Seller and any of its Affiliates (collectively, the “Seller Parties”) or any director, shareholder, officer or employee of the Seller Parties after the Closing, including with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Affiliates. In connection with the foregoing, Xxxxx hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with Xxxxx Xxxxxxxx’x representation of the Seller Parties prior to and after the Closing. Xxxxx represents that Xxxxx’s legal counsel has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Xxxxx Xxxxxxxx and Xxxxx’s consent with respect to this waiver is fully informed.
Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that Gxxxxxxxx Txxxxxx, P.A. (“GT”) has acted as counsel to the Existing Members, the Company and its Subsidiaries in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby.
