Common use of Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. Each of the PHH Parties waives and will not assert, and agrees to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to any representation, before or after the Closing, of Seller or any of its Affiliate, or any of their respective officers, employees, directors or managers, in any matter involving this Agreement, or any other agreements or transactions contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding), by any legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) that has represented any such Party prior the Closing. Each of the PHH Parties waives and will not assert, and agrees to cause its Affiliates to waive and to not assert, any attorney-client privilege with respect to any communication occurring on or prior to the Closing between any legal counsel and Seller or any of its Affiliate, or any of their respective officers, employees, directors and managers, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege will be retained by Seller, its Affiliates, and their respective officers, employees, directors or managers.

Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege. Each of the PHH Parties Buyer waives and will not assert, and agrees to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to any representation, before or after the each applicable Closing, of Seller any of the PHH Parties or any of its AffiliateAffiliate thereof, or any of their respective officers, employees, directors or managers, in any matter involving this Agreement, any other Transaction Agreement or any other agreements or transactions contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceedingAction), by any legal counsel (including Skadden▇▇▇▇▇ Day, ArpsDLA Piper (USA) LLP, Slate, ▇and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that has represented any such Party prior the to each applicable Closing. Each of the PHH Parties Buyer waives and will not assert, and agrees to cause its Affiliates to waive and to not assert, any attorney-client privilege with respect to any privileged communication occurring on or prior to the each applicable Closing between any legal counsel and Seller any PHH Party or any of its AffiliateAffiliate thereof, or any of their respective officers, employees, directors and managers, it being the intention of the Parties that all such rights to such attorney-client privilege and to control such attorney-client privilege will be retained by Sellerthe PHH Parties, its their Affiliates, and their respective officers, employees, directors or managers.