Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliates, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Group Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between B...
Conflicts; Privilege. It is acknowledged by all of the Parties (including the Buyer) that the Seller and Company have retained K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP to act as their counsel in connection with the Transactions and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have 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 K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) hereby agrees that, in the event that a dispute arises between the Buyer or any of its Affiliates (including the Company after the Closing) and the Seller, or any of its respective Affiliates, DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP may represent Seller or any such Affiliate in such dispute even though the interests of the Seller or such Affiliate may be directly adverse to the Buyer, the Company (after the Closing) or any of their respective Affiliates and even though DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP may have represented the Seller and the Company in a matter substantially related to such dispute, and the Buyer hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written or electronic, among K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP and the Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Transactions, this Agreement or the Transaction Documents, and that predate the Closing, the attorney-client privilege, the -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or the Company following the Closing. The Buyer agrees to take, and to cause its Affiliates (including the Company following the Closing), successors and assigns to take, all steps necessary to implement the intent of this Section 9.13.
Conflicts; Privilege. (a) Purchaser agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, any Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Xxxxxxx, Swaine & Xxxxx LLP (“Seller’s Counsel”) may serve as counsel to, and Deloitte LLP (“Deloitte”) may provide professional services to, Seller, on the one hand, and the Group Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Transactions (the “Current Representation”), and that, following consummation of the Transactions, Seller’s Counsel may serve as counsel to, and Deloitte may provide professional services to, Seller or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Action or obligation arising out of or relating to this Agreement, the other Transaction Agreements or the Transactions (any such representation, the “Post-Closing Representation”), notwithstanding such representation (or any continued representation) of the Group Companies prior to the Closing, and Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not any Seller’s Counsel provide legal services to, and whether or not Deloitte provides professional services to, any Group Company after the Closing Date.
Conflicts; Privilege. Each of the Parties acknowledges that WHI and Windstream retained Skadden to act as counsel to the WHI Group in connection with the Transactions, Skadden has not acted as counsel for any other Person in connection with the Transactions, and no other Person has the status of a client of Skadden for conflict of interest or any other purposes in connection with such Transactions. Each of the Parties further acknowledges that after the Effective Time, Skadden may act as counsel to the WHI Group in connection with matters arising out of or related to this Agreement, the Transactions and the business activities of the WHI Group prior to the Effective Time, and that Skadden’s prior representation of the WHI Group shall not be deemed to be a disabling conflict with respect to such representation. Each of the Parties hereby waives any conflict of interest resulting from the foregoing. The Parties further agree that, as to all communications, whether written or electronic, among Skadden and any member of the WHI Group, and all of their files, attorney notes, drafts or other documents, that relate in any way to the Transactions, that predate the Effective Time and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to the WHI Group and may be controlled by the directors and officers of WHI and shall not pass to or be claimed by the CS&L Group. The Parties agree to take, and to cause their respective affiliates to take, all steps necessary to implement the intent of this Section 4.8. The Parties further agree that Skadden and its partners and employees are third party beneficiaries of this Section 4.8.
Conflicts; Privilege. (a) Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Group Companies) acknowledges and agrees that XxXxxxxxx Law Group, P.A. (“Company Counsel”) has acted as counsel for Seller and each of the Group Companies in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”), and in connection with the Acquisition Engagement, Company Counsel has not acted as counsel for Buyer or any of its Affiliates.
Conflicts; Privilege. (a) The parties hereto acknowledge and agree, on their own behalf and on behalf of their respective directors, members, shareholders, stockholders, partners, officers, employees and Affiliates, as applicable, that:
Conflicts; Privilege. (a) It is acknowledged by each of the parties hereto that the Company has retained Xxxxx, Xxxxxx-Xxxx (“Arnon”) to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Xxxxx for conflict of interest or any other purposes as a result thereof. Purchaser hereby agrees that, in the event that a dispute arises between Purchaser or any of its Affiliates (including after the Closing, the Company and any of its Subsidiaries) and any Equityholder or any of their Affiliates (including, prior to the Closing, the Company or any of its Subsidiaries), Arnon, may represent such Equityholder or any such Affiliate (including the Sellers’ Representative) in such dispute even though the interests of such Equityholder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries), and even though Arnon may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute.
Conflicts; Privilege. (a) The Buyers and the Group Companies acknowledge that each of Debevoise & Xxxxxxxx LLP and Xxxxxx Xxxx Ltd. have acted as legal counsel to the Group Companies, the Sellers and certain of their respective Affiliates in respect of the transactions contemplated hereby, and in respect of certain other matters prior to date hereof, and agree that each of Debevoise & Xxxxxxxx LLP and Xxxxxx Xxxx Ltd. may continue to act as legal counsel to the Sellers and their respective Affiliates after the Closing. Accordingly, each Group Company hereby waives any conflicts that may arise in connection with Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxx Ltd. representing any Seller or any Affiliate of any Seller after the Closing as such representation may relate to the Group Companies or the transactions contemplated hereby, and agrees not to assert any such conflict or breach of any fiduciary or other duty owed to the Group Companies as a basis for disqualifying Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxx Ltd., as the case may be, from any such representation.
Conflicts; Privilege. (a) Each of Buyer, on behalf of itself and on behalf of the Group Companies after the Closing, and the Company, acknowledge and agree that in the event of a dispute between (a) Buyer or a Group Company and (b) a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the applicable Group Companies may assert the attorney client privilege to prevent disclosure of confidential communications by Xxxxxxxx Xxxx LLP (“Outside Counsel”) to such third party.
Conflicts; Privilege
