Conflicts; Privileges. It is acknowledged by each of the Parties that Seller and certain of its Subsidiaries or Affiliates have retained Xxxxx Day to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of Xxxxx Day for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates and Seller or any of its Affiliates, Xxxxx Day may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including the Company) and even though Xxxxx Day may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by Xxxxx Day. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx Day, Seller, the Company, or any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Xxxxx Xxxx may represent Seller or any of its Affiliates or any of their respective Representatives (any such Person, a “Designated Person”) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) any claim that Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii) any confidentiality obligation with respect to any communication between Xxxxx Xxxx and any Designated Person occurring during the Current Representation.
Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Company and Seller have retained Debevoise & Xxxxxxxx LLP (“Debevoise”) to act as their counsel in connection with the transactions contemplated by this Agreement and that Buyer does not have the status of a client of Debevoise for conflict of interest or any other purposes as a result thereof. Buyer and the Company hereby agree that, in the event that a dispute arises between Buyer or any of its Affiliates (including after the Closing, the Company and any of its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Company or any of its Subsidiaries), Debevoise may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that Debevoise has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries) and Seller or its Affiliates, Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company or any of their respective Affiliates. Buyer and the Company further agree that, as to all 46 communications among Debevoise, the Company and any of its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer, the...
Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”).
Conflicts; Privileges. 11.8.1 It is acknowledged by each of the Parties that the Sellers have retained White & Case LLP (“W&C”) to act as their counsel in connection with the Transactions and that W&C 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 W&C for conflict of interest or any other purposes as a result thereof. The Purchasers hereby agree that, in the event that a dispute arises between the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies) and any member of the ABB Group, W&C may represent such member of the ABB Group in such dispute even though the interests of such member of the ABB Group may be directly adverse to the Purchasers or any of their Affiliates (including, after Completion, the Acquired Companies), and even though W&C may have represented an Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchasers or an Acquired Company, and the Purchasers hereby waive, on behalf of themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by W&C. The Purchasers further agree that, as to all communications among W&C, the Acquired Companies and the Sellers that relate in any way to the Transactions, the legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Purchasers or the Acquired Companies.
Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained Xxxxxx, Xxxx & Xxxxxxx LLP (“Xxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that Xxxxxx 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 Xxxxxx for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Sellers and the Companies have retained Xxxxxx Xxxxxxx LLP to act as their counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that Xxxxxx Xxxxxxx LLP has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that no other party to this Agreement has the status of a client of Xxxxxx Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the parties that the Sellers, the Guarantor, their Subsidiaries (including, for the avoidance of doubt, the SLP Subsidiary) and their respective Affiliates have retained King and Spalding LLP to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated herein and therein (the “Current Seller Representation”), and that no other party to this Agreement has the status of a client of King and Spalding LLP for conflict of interest or any other purposes as a result thereof.
Conflicts; Privileges. (a) It is acknowledged by each of the Parties that the Company has retained Xxxx Xxxxx LLP (“RS”) to act as its counsel in connection with the negotiation and execution of this Agreement and the Transactions. RS may have represented and may currently represent certain of the other Parties (including the Participating Holders) in matters other than the negotiation and execution of this Agreement and the Transactions. In the course of such representation, RS may have come into possession of confidential information relating to one or more of such Parties. Each of the Parties acknowledges that RS is representing only the Company in the negotiation and execution of this Agreement and the Transactions. Pursuant to the Rules of Professional Conduct of the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed consent of all parties affected. Each of the Parties hereby waives any actual or potential conflict of interest which may arise as a result of RS’s representation of such Parties in other matters, RS’s possession of such confidential information and the engagement of RS by the Company (to the exclusion of any and all other Parties) in connection with the negotiation and execution of this Agreement and the Transactions. Each of the Parties represents that such Party has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Conflicts; Privileges. It is acknowledged by each of the parties hereto that Sellers have retained White & Case LLP (“W&C”) to act as their counsel in connection with the transactions contemplated hereby and that W&C 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 other Person has the status of a client of W&C in connection with the transactions contemplated hereby for conflict of interest or any other purposes as a result thereof.
