Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC has represented the Company, CRD, the Seller and the Lender in the Contemplated Transactions. Both of the Parties recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties agree that such commonality of interest shall continue to be recognized after the Closing. Specifically, the Parties agree that (a) Purchaser shall not, and shall not cause, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, the Company or CRD in connection with this Agreement, the Loan Agreement, or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRD, the Seller Parties involved in such dispute (and not Purchaser or the Company or CRD) shall have the sole, absolute discretion to decide whether or not to waive, in whole or in part, the attorney-client privilege that may apply to any communications between the Company, CRD and Xxxxxxx Xxxxx PLLC that occurred before the Closing. The Company and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreement.
Attorney-Client Privilege and Conflict Waiver. (a) Debevoise & Xxxxxxxx LLP (“Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall not, and shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may b...
Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx & Xxxxx LLP has represented the Company, its Subsidiaries, Blocker, certain of the Sellers and the Sellers’ Representative. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) the Buyer shall not, and shall not cause any member of the Company Group to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Sellers’ Representative, the Sellers and their respective Affiliates, and each of the foregoing’s respective officers, directors, employees, shareholders, equityholders, agents and representatives (collectively, the “Seller Parties”) in connection with any dispute that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and the Buyer, Blocker or the Company in connection with this Agreement or the transactions contemplated hereby and (b) in connection with any such dispute that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and the Buyer, Blocker or the Company, the Sellers’ Representative, the Seller Parties or their respective Affiliates involved in such dispute (and not the Buyer or the Company) will have the right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Company, any of its Subsidiaries and Xxxxxxxx & Xxxxx LLP that occurred before the Closing.
Attorney-Client Privilege and Conflict Waiver. (a) Recognizing that K&L Gates LLP and Xxxxxxxxx & Xxxxxxx LLP (together, the "Covered Counsel") have acted as legal counsel to H&H Group, Seller, the Company, Newco, the Sold Subsidiaries and certain other of H&H Group's Affiliates or direct and indirect equity holders, and that the Covered Counsel intend to act as legal counsel to H&H Group and certain of H&H Group's Affiliates or direct and indirect equity holders after Closing, Buyer hereby waives, on its own behalf and agrees to cause its Affiliates (including, following Closing, Newco, the Company and any Sold Subsidiary) to waive, any conflicts that may arise in connection with (i) the Covered Counsel representing any of H&H Group, Seller, the Company, Newco, the Sold Subsidiaries and any other of H&H Group's Affiliates or direct and indirect equity holders after Closing as such representation may relate to Buyer, Newco the Company or the Sold Subsidiaries with respect to the transactions contemplated by this Agreement or any other document contemplated by this Agreement and (ii) the communication by the Covered Counsel to H&H Group or any of its Affiliates or direct or indirect equity holders of any fact known to the Covered Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with any of Buyer, Newco, the Company any Sold Subsidiary or the insurance carrier providing the R&W Policy following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute.
Attorney-Client Privilege and Conflict Waiver. Xxxxx Day has represented the Sellers and their affiliates. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree that (i) Purchaser shall not, and shall cause the Companies not to, seek to have Xxxxx Day disqualified from representing the Sellers, the Seller Indemnitees and their respective affiliates in connection with any dispute that may arise between the Sellers, the Seller Indemnitees or their respective affiliates and Purchaser or the Companies in connection with this Agreement or the transactions contemplated hereby and (ii) in connection with any such dispute that may arise between the Sellers, the Seller Indemnitees or their respective affiliates and Purchaser, the Sellers, the Seller Indemnitees or their respective affiliates involved in such dispute (and not Purchaser) will have the right to decide whether or not to waive the attorney-client privilege that may apply to any communications between any Seller and Xxxxx Day that occurred before the Closing.
Attorney-Client Privilege and Conflict Waiver. Winston & Xxxxxx LLP has represented one or more of Sellers, the Acquired Companies and the Joint Ventures. The parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) Buyer shall not, and shall not cause the Acquired Companies or the Joint Ventures to, seek to have Winston & Xxxxxx LLP disqualified from representing Sellers in connection with any dispute that may arise between Sellers and Buyer, the Acquired Companies or Joint Ventures in connection with this Agreement or the transactions contemplated hereby and (b) in connection with any dispute that may arise between Sellers and Buyer, the Acquired Companies or the Joint Ventures, Sellers (and not Buyer, the Acquired Companies or the Joint Ventures) will have the right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Acquired Companies or Joint Ventures and Winston & Xxxxxx LLP relating to this Agreement and the transactions contemplated hereby that occurred before the Closing.
Attorney-Client Privilege and Conflict Waiver. Xxxxxxxx & Xxxxx LLP has represented the Company, its Subsidiaries, certain of the Sellers and the Sellers’ Representative in connection with this Agreement and the transactions contemplated hereby. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree Purchaser shall not, and shall not cause any member of the Company Group to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Sellers’ Representative, the Seller Indemnitees and their respective Affiliates (other than the Company and its Subsidiaries) in connection with any dispute that may arise between the Sellers’ Representative, the Seller Indemnitees or their respective Affiliates, on the one hand, and the Purchaser or the Company, on the other hand, in connection with this Agreement or the transactions contemplated hereby. In connection with any such dispute that may arise between the Sellers’ Representative, the Seller Indemnitees or their respective Affiliates, on the one hand, and the Purchaser or the Company, on the other hand, the Sellers’ Representative will have the right to decide, in its sole discretion, whether or not to waive the attorney client privilege that may apply to any communications between any of the Sellers and Xxxxxxxx & Xxxxx LLP that occurred before the Closing.
Attorney-Client Privilege and Conflict Waiver. In connection with any dispute that may arise between the Seller Representative (whether in its capacity as such or as a Seller Party) or any of its Affiliates, on the one hand, and the Buyer or the Company or any of their Affiliates, on the other hand, in connection with this Agreement or the transactions contemplated hereby, Buyer will not, and will cause the Company not to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Seller Representative (or any of its Affiliates).
Attorney-Client Privilege and Conflict Waiver. Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx LLP, Xxxxx Lovells US LLP and Xxxxx Lord Bissell & Liddell LLP (collectively, “Newco Counsel”) has represented the Company and Newco in connection with the transactions contemplated by this Agreement, the Split-Off Agreements and the Merger Agreement. The Parties recognize the community of interest that exists and will continue to exist until the Effective Time, and the Parties agree and acknowledge that such community of interest should continue to be recognized after the Effective Time. Specifically, the Parties agree that (a) the Company shall not seek to have any Newco Counsel disqualified from representing Newco in any dispute (whether in contract or tort) that may arise between Newco, on the one hand, and the Company, on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between Newco, on the one hand, and the Company, on the other hand, Newco shall have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between Newco or the Company, on the one hand, and any Newco Counsel, on the other hand, that occurred on or prior to the Effective Time.
Attorney-Client Privilege and Conflict Waiver. In connection with any dispute that may arise between the Stockholder Representative (whether in its capacity as such or as a Securityholder) or any of its Affiliates, on the one hand, and the Purchaser or the Company or any of their Affiliates, on the other hand, in connection with this Agreement or the transactions contemplated hereby, Purchaser will not, and will not cause the Company to, seek to have Xxxxxxxx & Xxxxx LLP disqualified from representing the Stockholder Representative (or any of its Affiliates). * * * * * [Signature page follows]
