Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Buyer and the Company further agree that, as to all communications between ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person.

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assertthe Company hereby agree that, any conflict of interest arising out of or relating to in the representation, event a dispute arises after the Closing, of the Seller Closing between Buyer or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigationand Seller, arbitration, mediation or other proceeding), by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPLLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to the Company, and even though ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer Buyer, Seller and the Company further agree that, as to all communications between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to hereinSeller Agreements. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person; provided, however, that the Company may not waive such privilege without the prior written consent of Seller, which consent will not be unreasonably withheld.

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee employee, director or director Affiliate of Seller or the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Buyer and the Company further agree that, as to all communications between ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person.

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee employee, director or director Affiliate of Seller or the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigation, arbitration, mediation or other proceeding), by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. Buyer and the Company further agree that, as to all communications between ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to herein. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/client privilege to prevent disclosure of confidential communications by ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Conflicts and Privilege. Buyer hereby waives and agrees not to assert, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assertthe Company hereby agree that, any conflict of interest arising out of or relating to in the representation, event a dispute arises after the Closing, of the Seller Closing between Buyer or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including any litigationand Seller, arbitration, mediation or other proceeding), by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPLLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to the Company, and even though ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer Buyer, Seller and the Company further agree that, as to all communications between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and Seller that relate in any way to the transactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller, and shall not pass to or be claimed or controlled by the Company; provided that the Seller shall not waive such attorney/-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective its rights or obligations existing under this Agreement Agreement, the other Seller Agreements and the other agreements referred to hereinCompany Agreements. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller after the Closing, the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such Person; provided, however, that the Company may not waive such privilege without the prior written consent of Seller, which consent will not be unreasonably withheld.

Conflicts and Privilege. Buyer and the Company hereby waives and agrees not to assertagree that, in the event a dispute arises after the Closing between Buyer or the Company, on the one hand, and agrees to cause Buyer and each of its Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing, of the Seller or any officer, employee or director of the Company or any of its Subsidiaries in any matter involving this Agreement or any other agreements or transactions contemplated hereby Shareholder Parties (including any litigation, arbitration, mediation or other proceedingthe “Seller Group”), by on the other, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPLLP and/or ▇▇▇▇▇ ▇▇▇▇ LLC may represent Seller Group in such dispute even though the interests of Seller Group may be directly adverse to the Company, and even though ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇ LLC may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer Buyer, Seller and the Company further agree that, as to (i) all communications solely between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, on the one hand, and the Company and Seller Group, on the other, and (ii) all communications solely between ▇▇▇▇▇ ▇▇▇▇ LLC, on the one hand, and the Company and Seller Group that relate in any way to the transactions contemplated by this Agreement, the attorney/attorney- client privilege and the expectation of client confidence belongs to Seller Group and may be controlled by SellerSeller Group, and shall not pass to or be claimed or controlled by the Company; provided provided, however, that the Seller Seller’s Representative shall not waive such attorney/-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other agreements referred to hereinTransaction Documents. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than Seller Group after the Closing, the Company may assert the attorney/-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇ LLC to such PersonPerson and both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇ LLC shall provide such information as requested by the Company; provided, however, that the Company may not waive such privilege without the prior written consent of Seller’s Representative, which consent will not be unreasonably withheld.