Common use of Waiver of Conflicts; Privilege Clause in Contracts

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 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 Acquired 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 each of the Purchased Acquired 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 Closing with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its Subsidiaries (including the Purchased Acquired Companies)) in connection with the transactions contemplated by this Agreement. Buyer further consents and agrees to, and agrees to cause each of the Acquired Companies to consent and agree to, the communication by K&S to the Seller Parties in connection with any such representation of any fact known to K&S arising by reason of K&S’s prior representation of the Acquired Companies. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause each of the Purchased Acquired Companies to waive 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 Acquired 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 beK&S, and Buyer’s consent with respect to this waiver is fully informed.

Waiver of Conflicts; Privilege. (a) Each of the Parties Party acknowledges and agrees that each of King Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Spalding LLP Xxxxxxxx, L.L.P. and other special outside counsel (collectively, “K&SSeller Counsel”) and Stikeman Elliott LLP (“SE”) has have acted as counsel to each of the Purchased Seller Entities and the Acquired Companies and Sellers in connection with the negotiation -21- of this Agreement and consummation of the transactions contemplated herebyAncillary Agreements. Buyer hereby consents and agrees to, and agrees to cause the Purchased Companies each Affiliate of Buyer (including each Acquired Company) to consent and agree to, each of K&S and SE Seller Counsel representing Sellers Seller and any of their its Affiliates (collectively, the “Seller Parties”) or any director, shareholder, officer, employee or other representative (other than Continuing Employees) 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 Subsidiaries Affiliates (including the Purchased Acquired Companies). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Purchased Companies each Affiliate of Buyer (including each Acquired Company) to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) each of K&SSeller Counsel’s or SE’s, as the case may be, prior representation of the Purchased Seller Parties, the Acquired Companies or the Business and or (ii) each of K&SSeller Counsel’s or SE’s, as the case may be, representation of the Seller Parties prior to from 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, Seller Counsel and Buyer’s consent with respect to this waiver is fully informed.

Waiver of Conflicts; Privilege. (a) Each of the Parties acknowledges and agrees that each of King Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Spalding LLP Xxxxxxxx, L.L.P. (“K&S”) and Stikeman Elliott LLP (“SEXxxxx Xxxxxxxx”) has acted as counsel to each of the Purchased Companies Sellers and Sellers the Business Subsidiary in connection with the negotiation of this Agreement and consummation of the transactions contemplated herebyother Transaction Documents. The Buyer hereby consents and agrees to, and agrees to cause the Purchased Companies Business Subsidiary to consent and agree to, each of K&S and SE Xxxxx Xxxxxxxx representing the Sellers and any of their Affiliates (collectively, the “Seller Parties”) or any director, shareholder, officer or employee (other than the Hired Employees and the Business Subsidiary Employees) 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 the Buyer and its Subsidiaries Affiliates (including the Purchased CompaniesBusiness Subsidiary). In connection with the foregoing, the Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Purchased Companies Business Subsidiary to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) each of K&SXxxxx Anderson’s or SE’s, as the case may be, prior representation of the Purchased Companies Business -113- Subsidiary or the Business and (ii) each of K&SXxxxx Anderson’s or SE’s, as the case may be, representation of the Seller Parties prior to and after the Closing. The Buyer represents that the Buyer’s attorney has explained and helped the Buyer evaluate the implications and risks of waiving the right to assert a future conflict against K&S Xxxxx Xxxxxxxx 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 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 Company and Sellers Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated herebyby this Agreement. Buyer hereby consents and agrees to, and agrees to cause the Purchased Companies Company to consent and agree to, each of K&S and SE representing Sellers Seller and any of their 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 Purchased CompaniesCompany), and even though K&S may have represented the Business in a matter substantially related to any such dispute, or may be handling ongoing matters for the Business. Buyer further consents and agrees to, and agrees to cause the Company to consent and agree to, the communication by K&S to the Seller Parties in connection with any such representation of any fact known to K&S arising by reason of K&S’s prior representation of the Company. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Purchased Companies Company 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 Company 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 beK&S, and Buyer’s consent with respect to this waiver is fully informed.

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”) K&S has acted as counsel to each of the Purchased Companies and Sellers Parent in connection with the negotiation of this Agreement and consummation of the transactions contemplated herebyby this Agreement. 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 Parent and any of their its Affiliates (collectively, the “Seller Parent Parties”) after the Closing, including with respect to disputes in which the interests of the Seller Parent Parties may be directly adverse to Buyer and its Subsidiaries (including the Purchased Companies), and even though K&S may have represented the Business in a matter substantially related to any such dispute, or may be handling ongoing matters for the Business. Xxxxx further consents and agrees to, and agrees to cause the Companies to consent and agree to, the communication by K&S to the Parent Parties in connection with any such representation of any fact known to K&S arising by reason of K&S’s prior representation of the 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 Parent Parties prior to and after the Closing. Buyer Xxxxx represents that BuyerXxxxx’s attorney has explained and helped Buyer Xxxxx evaluate the implications and risks of waiving the right to assert a future conflict against K&S and SE, as the case may beK&S, and BuyerXxxxx’s consent with respect to this waiver is fully informed.