Common use of Acknowledgement and Waiver Clause in Contracts

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers and the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Sellers, the Company and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Sellers, (ii) the Acquired Companies hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies hereby release any right to assert or waive any privilege related to such communications, and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the Sellers.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers Holder Representative and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&W”) L&W to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers Company and the Company Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersCompany, the Company Holders, the Holder Representatives and/or their respective Affiliates in Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersHolder Representative, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 13.17 and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the SellersHolder Representative.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers and the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Sellers, the Company and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Sellers, (ii) the Acquired Companies hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies hereby release any right to assert or waive any privilege related to such communications, and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the Sellers.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers Seller and the Company have retained Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“L&WS&C”) to act as their counsel in connection with the transactions contemplated hereby and that L&W S&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Buyer and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WS&C’s representation of the Sellers Company and the Company Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all privileged communications among L&W S&C and the SellersCompany, the Company Seller and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all privileged communications (and privileged materials relating thereto) between the Acquired Companies Company and L&W its Subsidiaries and S&C related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 11.17 the Company and (iv) the Acquired Companies its Subsidiaries acknowledge and agree that all such rights shall reside with Seller. The Parties agree that the Sellersforegoing assignment, release and waiver shall not extend to any communications or related materials not related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers Holder Representative and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&W”) L&W to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. ParentAcquiror, Merger Xxxxxx Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers Company and the Company Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersCompany, the Company and/or Holders, the Holder Representatives or their respective Affiliates in Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersHolder Representative, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its 84 Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 12.17 (the “Privileged Deal Communications”) and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the SellersHolder Representative. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the Company, on the one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of Privileged Deal Communications to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Holder Representative (not to be unreasonably withheld, conditioned or delayed).

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers Seller and the Company Acquired Companies have retained Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP (“L&WSkadden”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree The Purchaser agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WSkadden’s representation of the Sellers Seller and the Company Acquired Companies related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Skadden and the SellersSeller, the Company and/or Acquired Companies or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Companies, on the one hand, and L&W Skadden or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Purchaser, on behalf of itself and the Acquired Companies Companies, hereby release releases all of their respective rights and interests to and in such communications and related materials and (iii) the Purchaser, on behalf of itself and the Acquired Companies Companies, hereby release releases any right to assert or waive any privilege related to such communications, and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the Sellerscommunications referenced in this Section 11.11.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that each of the Sellers Company, the Holders and the Company have Seller has retained Xxxxxx & Xxxxxxx Flowers LLC (“M&F”) and Xxxxxxxx & Xxxxx LLP (“L&WK&E”) to act as their counsel in connection with the transactions contemplated hereby and that L&W neither M&F nor K&E has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Acquiror and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&Weither of M&F’s or K&E’s representation of the Sellers Company, any of the Holders and the Company Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersM&F, K&E, the Company Company, the Holders, the Seller and/or their respective Affiliates in related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and L&W the Company Subsidiaries, on the one hand, and M&F or K&E related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Acquired Companies Company and the Company Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and the Company Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 12.16 and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the SellersSeller.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&WXxxxxx & Xxxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Xxxxxx & Xxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree Each Buyer agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s Xxxxxx & Xxxxxxx’ representation of the Sellers and the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Xxxxxx & Xxxxxxx and the Sellers, the Company Sellers and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Entities and L&W Xxxxxx & Xxxxxxx related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Sellers, (ii) each Buyer, on behalf of itself and on behalf of the Acquired Companies Entities, hereby release all of their respective rights and interests to and in such communications and related materials and (iii) each Buyer, on behalf of itself and on behalf of the Acquired Companies Entities hereby release any right to assert or waive any privilege related to such communicationsthe communications referenced in this Section 8.11, and (iv) each Buyer, on behalf of itself and on behalf of the Acquired Companies acknowledge Entities, acknowledges and agree agrees that all such rights shall reside with the Sellers.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company have Holder Representative has retained Xxxxxx & Xxxxxxx Xxxxxxx, LLP (“L&W”) and the Company has retained L&W and Xxxxxxx & Xxxxxx L.L.C. (“S&H”) to act as their respective counsel in connection with the transactions contemplated hereby and that neither L&W nor S&H has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers and Company or the Holder Representative or S&H’s representation of the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersCompany, the Company Equityholders, the Holder Representatives and/or their respective Affiliates in or S&H and the Company and its Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and its Subsidiaries and L&W or S&H related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersHolder Representative, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its Subsidiaries hereby release any right to assert or waive any privilege related to such communicationsthe communications referenced in this Section 13.16, the Company and (iv) the Acquired Companies its Subsidiaries acknowledge and agree that all such rights shall reside with the SellersHolder Representative.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that each of the Sellers Company, the Holders and the Company have Seller has retained Xxxxxx & Xxxxxxx LLP Trenam Law (“L&WTrenam”) and Xxxxxxxxx, P.C. (“Xxxxxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that L&W neither Trenam nor Xxxxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&Weither of Trenam’s or Xxxxxxxxx’x representation of the Sellers Company, any of the Holders and the Company Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersTrenam, Branscomb, the Company Company, the Holders, the Seller and/or their respective Affiliates in related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and L&W the Company Subsidiary, on the one hand, and Trenam or Xxxxxxxxx related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Acquired Companies Company hereby release releases all of their respective its rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company hereby release releases any right to assert or waive any privilege related to such communications, the communications referenced in this Section 12.16 and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the SellersSeller.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that each of the Sellers Company and the Company have Holder Representative has retained Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. ParentAcquiror, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers Company and the Company Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersL&W, the Company the Holders, the Holder Representative and/or their respective Affiliates in related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and the Company Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersHolder Representative, (ii) the Acquired Companies Company and the Company Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and the Company Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 13.16 and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the SellersHolder Representative.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers Holder Representative and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Acquiror and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers Company and the Company Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the SellersCompany, the Company Holders, the Holder Representatives and/or their respective Affiliates in related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersHolder Representative, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 13.16 the Company and (iv) the Acquired Companies its Subsidiaries acknowledge and agree that all such rights shall reside with the SellersHolder Representative.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company ECP Entities have retained Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree The Acquiror agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Sellers and the Company ECP Entities related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Sellers, the Company and/or ECP Entities or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all pre-Closing communications (and materials relating thereto) between the Acquired Companies Summit Investments and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersECP Entities, (ii) the Acquired Companies Summit Investments hereby release releases all of their respective rights and interests of Summit Investments to and in such communications and related materials and materials, (iii) the Acquired Companies Summit Investments hereby release releases any right of Summit Investments to assert or waive any privilege related to such communicationsthe communications referenced in this Section 10.12, and (iv) the Acquired Companies acknowledge Summit Investments acknowledges and agree agrees that all such rights shall reside with the SellersECP Entities.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company have retained Xxxxxx & Xxxxxxx LLP (“L&WSellers’ Counsel”) to act as their its counsel in connection with the transactions contemplated hereby and that L&W Sellers’ Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree Purchaser agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WSellers’ Counsel’s representation of the Sellers and the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Sellers’ Counsel and the Sellers, the Company Sellers and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies and L&W Sellers’ Counsel related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Sellers, (ii) the Acquired Companies Purchaser, on behalf of itself and its Affiliates, hereby release releases all of their respective rights and interests to and in such communications and related materials and materials, (iii) the Acquired Companies Purchaser, on behalf of itself and its Affiliates, hereby release releases any right to assert or waive any privilege related to such communicationsthe communications and related materials referenced in this Section 11.12, and (iv) the Acquired Companies acknowledge Purchaser, on behalf of itself and agree its Affiliates, acknowledges and agrees that all such rights described in clause (iii) shall reside with the Sellers.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers and the Company Acquired Companies have retained Xxxxxx White & Xxxxxxx Case LLP (“L&WW&C”) to act as their counsel in connection with the transactions contemplated hereby and that L&W W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub The Purchaser and the Company Acquired Companies agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WW&C’s representation of the Sellers and the Company Acquired Companies related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W W&C and the Sellers, the Company Acquired Companies and/or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Companies, on the one hand, and L&W W&C or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Sellers, (ii) the Acquired Companies hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies hereby release any right to assert or waive any privilege related to such communications, and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the Sellerscommunications referenced in this Section 11.12.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties parties hereto that the Sellers Seller and the Company have retained Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP (“L&WOMM”) to act as their counsel in connection with the transactions contemplated hereby and that L&W OMM has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WOMM’s representation of the Sellers Company and the Company Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W OMM and the SellersCompany, the Company Seller, Lakestar and/or their respective Affiliates in related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company and L&W its Subsidiaries and OMM related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Acquired Companies Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Acquired Companies Company and its Subsidiaries hereby release any right to assert or waive any privilege related to such communications, the communications referenced in this Section 12.16 and (iv) the Acquired Companies Company and its Subsidiaries acknowledge and agree that all such rights shall reside with the SellersSeller.

Acknowledgement and Waiver. (a) It is acknowledged by each of the Parties hereto that the Sellers Seller and the Acquired Company have retained Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP (“L&WSkadden”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Parent, Merger Sub and the Company agree The Purchaser agrees that any attorney-—client privilege and the expectation of client confidence attaching as a result of L&WSkadden’s representation of the Sellers Seller and the Acquired Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Skadden and the SellersSeller, the Acquired Company and/or or their respective Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Acquired Companies Company, on the one hand, and L&W Skadden or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the SellersSeller, (ii) the Purchaser, on behalf of itself and the Acquired Companies Company, hereby release releases all of their respective rights and interests to and in such communications and related materials and (iii) the Purchaser, on behalf of itself and the Acquired Companies Company, hereby release releases any right to assert or waive any privilege related to such communications, and (iv) the Acquired Companies acknowledge and agree that all such rights shall reside with the Sellerscommunications referenced in this Section 11.11.