Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Representative.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, which for this purpose, shall be deemed to include the Company Entities and the Blocker), Company) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister Xxxxx, Esq. and Sidley Austin LLP (the “XxxxCounsel”), Xxxx the Counsel shall be allowed to represent the Company Securityholders, the Seller Representative Sellers and each any of their respective Affiliates in any matters and disputes adverse to Buyer, Buyer and the Company Entities and/or their respective Affiliates that either are existing on the Closing Date date hereof or arise in the future and relate to this Agreement or the transactions contemplated herebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Company) hereby (i) waives any claim that Buyer, Buyer or the Company Entities, Blocker or any of their respective Affiliates have has or may have that Xxxx either of the Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, Buyer or the Company Entities, Blocker and either Seller or any of their respective Affiliates, on then either or both of the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx Counsel may represent the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate may be directly adverse to Buyer, Buyer or the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx the Counsel may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesdispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and BlockerCompany), also agrees that, as to all communications between or among Xxxx the Counsel and the Company SecurityholdersSellers, the Company Entities and Blocker (prior to the Closing) Company, and/or any of their respective Affiliates that relate in any way occurred prior to the transactions Closing and related to (i) the negotiation of this Agreement and the agreements, certificates and other documents contemplated by this Agreementhereby or (ii) the Rough Rice Matter, the attorney-client privilege and the expectation of client confidence belongs solely in each case belong to the Company Securityholders, shall Sellers and may be controlled solely by the Company Securityholders Sellers and shall not pass to or be claimed by Buyer or the Company. Sellers hereby acknowledge and agree that, for all other communications between or among the Counsel and Sellers, the Company, and/or any of their respective Affiliates that occurred prior to the Closing and for which the Company Entities or Blockerhad the right, prior to the Closing, to assert and waive the attorney-client privilege, the Company’s right to assert and waive the attorney-client privilege and expectation of client confidence shall pass to and be claimed by Buyer and the Company. Notwithstanding the foregoing, if a an inquiry or dispute arises after the Closing between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative Sellers or their respective Affiliates) after the Closingan Affiliate of Sellers), then the Company Entities and Blocker, (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxxthe Counsel (including to prevent any disclosure related to the Rough Rice Matter); provided, however, provided that if the Company Entities and Blocker may not elects to waive such privilege without privilege, the prior written consent Company shall provide Sellers with reasonable advance notice of the Seller Representativesuch waiver.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), its Subsidiaries) agrees that, notwithstanding any current or prior representation of Parent, the Company Securityholders and/or any Subsidiary of the Company Entities by Xxxx Xxxxxxxxxx Xxxxx & Hollister Xxxxxxx LLP, Xxxxx & Xxxxxxx LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative any or all of Parent and each of their respective its Affiliates in any matters and disputes adverse to Buyer, the Company, any Subsidiary of the Company Entities and/or their respective Affiliates that either are existing on the Closing Date date of this Agreement or arise in the future and and, in each case, relate to the negotiation, documentation and consummation of this Agreement or the transactions contemplated herebyTransactions. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), the Subsidiaries) hereby (i) waives any claim that Buyer, the Company, any Subsidiary of the Company Entities, Blocker or any of and their respective Affiliates have or may have that Xxxx Xxxxx & Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company, any Subsidiary of the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, any or any all of their respective Parent and its Affiliates, on the other hand, then Xxxx Xxxxx & Xxxxxxx LLP may represent the Company Securityholders, the Seller Representative, and/or such Affiliate any or all of Parent and its Affiliates in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate any or all of Parent and its Affiliates may be directly adverse to Buyer, the Company, any Subsidiary of the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx Xxxxx & Xxxxxxx LLP may have represented the Company Entities or Blocker and/or any of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company, any Subsidiary of the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blockerits Subsidiaries), agrees that, as to all communications between or among Xxxx Xxxxx & Xxxxxxx LLP and Parent, the Company, any Subsidiary of the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by negotiation, documentation and consummation of this AgreementAgreement or the Transactions, the attorney-client privilege and the expectation of client confidence belongs solely to the Company SecurityholdersParent, shall be controlled solely by the Company Securityholders Parent and shall not pass to or be claimed by Buyer or Buyer, the Company Entities or Blockerany of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer or Buyer, the Company Entities or Blocker any of its Subsidiaries, on the one hand, and a third party (other than the Company Securityholders, the Seller Representative Parent or any of their respective Affiliates) ), on the other hand, after the Closing, then Buyer, the Company Entities and Blockeror any of its Subsidiaries, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxxinvolving Xxxxx & Xxxxxxx LLP; provided, however, that neither the Company Entities and Blocker nor any of its Subsidiaries may not waive such privilege without the prior written consent of the Seller RepresentativeParent.

Conflicts and Privilege. Buyer, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx Stroock & Hollister Stroock & Xxxxx LLP (“XxxxStroock”), Xxxx Stroock shall be allowed to represent the Company Securityholders, the Seller Representative and each or any of their respective its Affiliates in any matters and and/or disputes (or any other matter), including in any matter or dispute adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. BuyerCompany, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and relates to this Agreement or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, and Buyer and the Company hereby (a) waive any claim they have or may have that Xxxx Stroock has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees that, if in the event that a dispute arises after the Closing relating to this Agreement or the other Transaction Documents between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller RepresentativeCompany, or any of their respective AffiliatesAffiliates (on the one hand) and Seller, or any of its Affiliates (on the other hand), then Xxxx Stroock may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, the Company EntitiesCompany, Blocker and/or or any of their respective Affiliates and even though Xxxx Stroock may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Buyer and the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees also further agree that, as to all communications between or among Xxxx Stroock and the Company SecurityholdersCompany, the Company Entities Seller, and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreementthe Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, Seller and shall be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer or the Company Entities or BlockerCompany. Notwithstanding the foregoing, if in the event that a dispute arises after the Closing between Buyer or the Company Entities or Blocker (on the one hand) and a third party (on the other hand), other than a party to this Agreement, the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure of confidential communications by Stroock to such third party of confidential communications by Xxxxand/or may require Seller to assert such privilege; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Conflicts and Privilege. Buyer(a) Each of the parties hereto, on its own behalf and on behalf of itself its Related Persons (including, after the Acquisition Closing Date, the Surviving Subsidiary Corporation and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the BlockerSubsidiaries), agrees hereby agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate event that a dispute with respect to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates Transactions arises after the Acquisition Closing Date between or among (which, for this purpose, shall be deemed to include x) the Company Entities and Blocker), hereby (i) waives any claim that BuyerSponsor, the Company Entities, Blocker equityholders of SPAC or the equityholders of the Sponsor and/or or any of their respective Affiliates have directors, members, partners, officers, employees or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and affiliates (ii) agrees that, if a dispute arises after the Closing between Buyerother than SPAC, the Surviving Subsidiary Corporation and the Company EntitiesSubsidiaries) (collectively, Blocker or any of their respective Affiliatesthe “Sponsor Group”), on the one hand, and the Company Securityholders(y) SPAC, the Seller RepresentativeSurviving Subsidiary Corporation, or any Company Subsidiary and/or any of their respective AffiliatesRelated Persons, on the other hand, then Xxxx any legal counsel, including XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”), that represented SPAC and/or any member of the Sponsor Group prior to the Acquisition Closing Date may represent any member of the Company Securityholders, the Seller Representative, and/or such Affiliate Sponsor Group in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate persons may be directly adverse to BuyerSPAC, the Surviving Subsidiary Corporation, any Company Entities, Blocker Subsidiary and/or any of their respective Affiliates Related Persons and even though Xxxx such counsel may have represented SPAC and/or any member of the Company Entities or Blocker Sponsor Group in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerSPAC, the Surviving Subsidiary Corporation, any Company Entities, Blocker Subsidiary and/or their respective Affiliatesany member of the Sponsor Group. BuyerSPAC and the Company, on behalf of itself their respective successors and its Affiliates assigns and their Related Persons (whichincluding, for this purposeafter the Acquisition Closing Date, shall be deemed to include the Surviving Subsidiary Corporation and the Company Entities and BlockerSubsidiaries), agrees further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the Transactions) between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) SPAC and/or any member of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementSponsor Group, on the one hand, and XxXxxxxxx, on the other hand, the attorney-client privilege and the expectation of client confidence belongs solely shall survive the Acquisition Merger and belong to the Company SecurityholdersSponsor Group after the Acquisition Closing Date, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed or controlled by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company SecurityholdersSPAC, the Seller Representative Surviving Subsidiary Corporation or their respective Affiliates) after the Closing, then the any Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeSubsidiary.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation It is acknowledged by each of the Company Securityholders and/or parties hereto that the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP Company, WBCP QP and Wxxxxxx Xxxxx Capital Partners VII, LP (“Xxxx”)together with WBCP QP, Xxxx shall be allowed "WBCP") have retained K&E to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates act as its counsel in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or connection with the transactions contemplated hereby. Buyer, on behalf hereby and that K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of itself and its Affiliates (which, the other parties has the status of a client of K&E for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) any other purposes as a result thereof. The Buyer hereby agrees that, if in the event that a dispute arises after the Closing between Buyerthe Buyer and WBCP (including WBCP QP, in its capacity as the Company EntitiesSellers' Representative), Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx K&E may represent WBCP (including WBCP QP, in its capacity as the Company Securityholders, the Seller Sellers' Representative, and/or such Affiliate ) in such dispute even though the interests of WBCP (including WBCP QP, in its capacity as the Company Securityholders, the Seller Sellers' Representative, and/or such Affiliate ) may be directly adverse to the Buyer, the Company Entitiesor the Subsidiaries, Blocker and/or their respective Affiliates and even though Xxxx K&E may have represented the Company Entities or Blocker the Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for the Buyer, the Company Entities, Blocker and/or their respective Affiliatesor the Subsidiaries. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Buyer further agrees that, as to all communications between or among Xxxx and the Company SecurityholdersK&E, the Company Entities Company, the Subsidiaries and Blocker WBCP (prior to including WBCP QP, in its capacity as the ClosingSellers' Representative) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to WBCP (including WBCP QP, in its capacity as the Company Securityholders, shall Sellers' Representative) and may be controlled solely by the Company Securityholders WBCP and shall not pass to or be claimed by Buyer the Buyer, the Company or the Company Entities or BlockerSubsidiaries. Notwithstanding the foregoing, if in the event that a dispute arises between Buyer the Buyer, the Company or the Company Entities or Blocker Subsidiaries and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a party to this Agreement after the Closing, then the Company Entities and Blocker, to the extent applicable, Subsidiaries may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxK&E to such third party; provided, however, that neither the Company Entities and Blocker nor the Subsidiaries may not waive such privilege without the prior written consent of the Seller RepresentativeWBCP.

Conflicts and Privilege. BuyerThe Company, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Sellers agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities any Seller or its Affiliates by Xxxx Xxxxxxxxxx O’Melveny & Hollister Mxxxx LLP (“XxxxOMM”), Xxxx shall OMM will be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker Sellers or any of their respective Affiliates (which will no longer include the Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer and its Affiliates (excluding, after the Closing, the Company) that either is existing on the date hereof or that arises in the future (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Transactions), and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that Xxxx OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event of such a dispute arises after the Closing between Buyermatter or dispute, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx OMM may represent the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Sellers or such Affiliate may be directly adverse to Buyer, Buyer or its Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Company) and even though Xxxx OMM may have represented the Company Entities or Blocker in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyer or the Company. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed the Company) to include the Company Entities and Blocker)agree, agrees that, as to all communications between or among Xxxx OMM and the Company SecurityholdersSellers and their respective Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Company) and/or and any files of their respective Affiliates OMM that relate in any way to the transactions Transactions contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Sellers and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Company). Accordingly, none of Buyer or Blockerits Affiliates (including the Company) will have access to such communications or to the files of OMM relating to the Transactions from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Company Entities or Blocker Company) and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a Party to this Agreement after the Closing, then the Company Entities will give prompt notice to Sellers and Blocker, to the extent applicable, may OMM and assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxOMM and any files of OMM to such third party, and in such case, Buyer and its Affiliates (including the Company) shall have access to such communications or files, provided they arise from OMM’s representation of the Company (and, for the avoidance of doubt, do not exclusively arise from OMM’s representation of parties other than the Company); provided, however, that the Company Entities and Blocker may not waive such privilege or other protection, and Buyer and its Affiliates (including the Company) shall not have such access, without the prior written consent of the Seller Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Sellers agree that, as to all communications between OMM and the Company prior to the Closing that do not relate in any way to the Transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Buyer and passes to Buyer (including, after the Closing, the Company). Accordingly, from and after the Closing, Buyer (and, after the Closing, the Company) will have access to such communications and to the files of OMM relating to OMM’s representation of the Company other than with respect to the Transactions. Nothing herein is intended to waive OMM’s rights to protect its own work product.

Conflicts and Privilege. BuyerParent, Holdco, Merger Sub and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Subsidiaries) agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities or any of its Subsidiaries by Xxxx Xxxxxxxxxx Stroock & Hollister Stroock & Lxxxx LLP (“Xxxx”Stroock), Xxxx Stroock shall be allowed to represent the Company Securityholdersany Seller, the Seller Representative and each or any of their respective Affiliates in any matters and and/or disputes (or any other matter), including any matter or dispute adverse to BuyerParent, the Company Entities and/or Company, any Subsidiaries of Parent or the Company, or any of their respective Affiliates that either are is existing on the Closing Date date hereof or arise that arises in the future and relate relates to this Agreement or any of the other Transaction Documents, or any of the transactions contemplated hereby. Buyerhereby or thereby, and Parent, Holdco, Merger Sub and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Subsidiaries) hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx Stroock has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event that a dispute arises after the Closing between BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company Entities, Blocker or any of their respective Affiliates, Affiliates (on the one hand, ) and the Company Securityholdersany Seller, the Seller Representative, Representative or any of their respective Affiliates, Affiliates (on the other hand), then Xxxx Stroock may represent the Company Securityholderssuch Seller, the Seller Representative, and/or Representative or such Affiliate in such dispute even though the interests of the Company Securityholderssuch Seller, the Seller Representative, and/or Representative or such Affiliate may be directly adverse to BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company Entities, Blocker and/or or any of their respective Affiliates and even though Xxxx Stroock may have represented the Company Entities or Blocker and its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyerdispute. Parent, Holdco and the Company Entities, Blocker and/or their respective Affiliates. Buyer, (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees Subsidiaries) also further agree that, as to all communications between or among Xxxx Stroock and the Company SecurityholdersCompany, any of the Subsidiaries of the Company, any of the Sellers, the Company Entities and Blocker (prior to the Closing) Representative and/or any of their respective Affiliates that relate in any way to (i) the business, operations, finances, assets, securities, liabilities or prospects of, or any other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by this Agreementthe Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Representative and may be controlled solely by the Company Securityholders Representative and shall not pass to or be claimed by Buyer Parent, Holdco, the Company or any Subsidiary of Parent, Holdco or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeCompany.

Conflicts and Privilege. Buyer, on behalf of itself Seller and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, agree that notwithstanding any current or prior representation of the Company Securityholders Seller and/or the Company Entities its Affiliates by Xxxx Xxxxxxxxxx & Hollister Xxxxx Xxxxx LLP (“XxxxMB”), Xxxx shall MB will be allowed to represent Seller or any of its Affiliates (which will no longer include the Company Securityholdersafter the Closing) in any matter or dispute adverse to Buyer and its Affiliates (including, after the Closing, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates Company) that either are is existing on the Closing Date date hereof or arise that arises in the future and relate in each case relates to this Agreement or the transactions contemplated Related Documents, and, subject to the foregoing, Buyer does hereby. Buyer, on behalf of itself and agrees with respect thereto to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and Blocker)Company) to, hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker Buyer or any of their respective Affiliates, its Affiliates (on the one hand, ) and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, its Affiliates (on the other hand), then Xxxx MB may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, Buyer or its Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Company) and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or MB may be handling ongoing matters for Buyer. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, the Company; provided, however, that MB shall be deemed permitted to include represent the Company Entities and Blocker)pursuant to the terms of Section 12.17 of this Agreement) to agree, agrees that, as to all privileged communications between or among Xxxx MB and the Company SecurityholdersSeller and any of its Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Company) and/or any of their respective Affiliates that relate in any way to this Agreement, the transactions contemplated by this Agreementherby or the Company, its Affiliates or any of their respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Seller and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, the Company). Accordingly, none of Buyer or Blockerits Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoingforegoing in this Section 12.17, if a dispute arises between Buyer or its Affiliates (including, after the Company Entities or Blocker Closing, the Company) and a third party (other than the Company Securityholders, the Seller Representative a Party to this Agreement or their respective Affiliates) its Affiliates after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxMB to such unaffiliated third party; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller Representativeand Buyer.

Conflicts and Privilege. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include include, following the Closing, the Company Entities Group and the Blocker), its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities Group and its Subsidiaries by Xxxx Xxxxxxxxxx Xxxxx & Hollister Lardner LLP (“Xxxx”)and Xxxxxx PLC, Xxxx Xxxxx & Xxxxxxx LLP and Xxxxxx PLC shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective its Affiliates in any matters and disputes adverse to BuyerAcquiror, the Company Entities and/or Group, any Subsidiary of the Company Group or their respective Affiliates that either are existing on the Closing Date date hereof or arise in the future and relate to this Agreement or the other Transaction Documents or the transactions contemplated herebyhereby and thereby. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include include, following the Closing, the Company Entities Group and Blocker), the Subsidiaries) hereby (i) waives any claim that BuyerAcquiror, the Company EntitiesGroup, Blocker or any Subsidiary of the Company Group and their respective Affiliates have or may have that Xxxx Xxxxx & Xxxxxxx LLP or Xxxxxx PLC has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between BuyerAcquiror, the Company EntitiesGroup, Blocker any Subsidiary of the Company Group or any of their respective Affiliates, on the one hand, Affiliates and the Company Securityholders, the Seller Representative, or any of their respective its Affiliates, on the other hand, then Xxxx Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to BuyerAcquiror, the Company EntitiesGroup, Blocker and/or any Subsidiary of the Company Group or their respective Affiliates and even though Xxxx Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may have represented the Company Entities Group or Blocker any its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for BuyerAcquiror, the Company EntitiesGroup, Blocker and/or any Subsidiary of the Company Group or their respective Affiliates. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities Group and Blockerits Subsidiaries), agrees that, as to all communications between or among Xxxx Xxxxx & Xxxxxxx LLP and the Company SecurityholdersXxxxxx PLC and Seller, the Company Entities and Blocker (prior to Group, any Subsidiary of the Closing) and/or Company Group or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company SecurityholdersSeller, shall be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer or Acquiror, the Company Entities Group or Blockerany of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer or Acquiror, the Company Entities Group or Blocker any of its Subsidiaries and a third party Third Party (other than the Company Securityholders, the Seller Representative or their respective any of its Affiliates) after the Closing, then the Company Entities and BlockerGroup or its Subsidiary, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxXxxxx & Xxxxxxx LLP and Xxxxxx PLC; provided, however, that neither the Company Entities and Blocker Group nor any of its Subsidiaries may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or and the Company Entities Subsidiaries by Xxxx Xxxxxxxxxx & Hollister Sidley Austin LLP, Sidley Austin LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each any of their respective his Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates any Subsidiary that either are existing on the Closing Date date hereof or arise in the future and relate to this Agreement or the transactions contemplated herebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), the Subsidiaries) hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have Subsidiary has or may have that Xxxx Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any Subsidiary and Seller or any of their respective his Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx Sidley Austin LLP may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates such Subsidiary and even though Xxxx Sidley Austin LLP may have represented the Company Entities or Blocker such Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesdispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blockerthe Subsidiaries), also agrees that, as to all communications between or among Xxxx Sidley Austin LLP and the Company SecurityholdersSeller, the Company Entities and Blocker (prior to the Closing) Company, any Subsidiary and/or any of their respective Affiliates that relate in any way occur prior to the transactions contemplated by this AgreementClosing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Seller and may be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer or Buyer, the Company Entities or Blockerany Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer or Buyer, the Company Entities or Blocker any Subsidiary and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) an Affiliate of Seller after the Closing, then the Company Entities and Blocker, or any such Subsidiary (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxSidley Austin LLP; provided, however, provided that if the Company Entities and Blocker may not or the Subsidiaries elect to waive such privilege without privilege, the prior written consent Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of the Seller Representativesuch waiver.

Conflicts and Privilege. BuyerCompany, on behalf of itself Company Sub, Gulliver Media and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities SNI acknowledge and the Blocker), agrees agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if event a dispute arises after the Closing between Buyerany or all of SNI, Gulliver Media, Company, Company Sub, the Company Entities, Blocker Travel Channel Entities or any of their respective Affiliates, on the one hand, and Cox TMI and its Affiliates, on the other hand, Dow Xxxxxx PLLC may represent any or all of Cox TMI and any of its Affiliates in such dispute even though the interests of Cox TMI and its Affiliates may be directly adverse to SNI, Gulliver Media, Company, Company SecurityholdersSub, any of the Seller RepresentativeTravel Channel Entities or their respective Affiliates, and even though Dow Xxxxxx PLLC may have represented any of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates. Company, Company Sub, Gulliver Media SNI and Cox TMI agree that, as to all communications between Dow Xxxxxx PLLC, on the one hand, and Cox TMI, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates, on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior that relate to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs solely to the Cox TMI and its Affiliates (other than Company, Company SecurityholdersSub, shall be controlled solely by the Company Securityholders or any Travel Channel Entity), and shall not pass to or be claimed or controlled by Buyer SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in the Company Entities event of a legal dispute with any of Cox TMI or Blockerits Affiliates. Notwithstanding the foregoing, if in the event a dispute arises between Buyer SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or any of their respective Affiliates) , on the one hand, and a Person other than Cox TMI or any of its Affiliates, on the other hand, after the Closing, then SNI, Gulliver Media, Company, Company Sub, the Company Entities and Blocker, to the extent applicable, applicable Travel Channel Entity or any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxDow Xxxxxx PLLC to such Person; provided, however, that the none of SNI, Gulliver Media, Company, Company Entities and Blocker Sub, any Travel Channel Entity or any of their respective Affiliates may not waive such privilege without the prior written consent of Cox TMI or the Seller Representativeapplicable Affiliate of Cox TMI.

Conflicts and Privilege. Buyer(a) SPAC and the Acquisition Entities hereby agree on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (all such parties, the “Company Counsel Waiving Parties”), that Xxxxxx Xxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Burnet, Xxxxxxxxx & Xxxxxx LLP (“BD&P”) may represent the equityholders of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than SPAC, the Acquisition Entities or their respective Subsidiaries) (collectively, the “Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the Acquisition Entities and the Company on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities Counsel Waiving Parties hereby consents thereto and the Blocker)irrevocably waives (and will not assert) any conflict of interest, agrees that, notwithstanding breach of duty or any current other objection arising from or relating to Xxxxxx Xxxxxxx’x or BD&P’s prior representation of the Company, its Subsidiaries or of Company Securityholders and/or Counsel Waiving Parties. SPAC, the Acquisition Entities and the Company, for itself and the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”)Counsel Waiving Parties, Xxxx shall be allowed to represent hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company Securityholders, the Seller Representative and each its Subsidiaries or any member of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective AffiliatesCounsel WP Group, on the one hand, and each of Xxxxxx Xxxxxxx and BD&P, on the other hand, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company Securityholdersfollowing the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (the “Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Seller RepresentativeAcquisition Entities and the Company, or together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests any of the Company SecurityholdersCounsel Privileged Communications, whether located in the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, records or email server of the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (whichSubsidiaries, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between in any Action against or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or involving any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) parties after the Closing, then and SPAC, the Acquisition Entities and the Company Entities and Blocker, agree not to assert that any privilege has been waived as to the extent applicableCompany Counsel Privileged Communications, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent virtue of the Seller RepresentativeTransactions.

Conflicts and Privilege. Buyer, on behalf of itself Parent, Company and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, NewCo agree that notwithstanding any current or prior representation of the Company Securityholders Parent and/or the Company Entities its Affiliates by Xxxx Xxxxxxxxxx & Hollister Xxxxx Xxxxx LLP (“XxxxMB”), Xxxx shall MB will be allowed to represent Parent or any of its Affiliates (which will no longer include NewCo after the Company Securityholders, the Seller Representative and each of their respective Affiliates Closing) in any matters and disputes disputes, including in any matter or dispute adverse to BuyerBuyer and its Affiliates (including, after the Company Entities and/or their respective Affiliates Closing, NewCo) that either are is existing on the Closing Date date hereof or arise that arises in the future and relate in each case relates to this Agreement or the transactions contemplated Agreement, and Buyer does hereby. Buyer, on behalf of itself and agrees with respect thereto to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and Blocker)NewCo) to, hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker Buyer or any of their respective Affiliates, its Affiliates (on the one hand, ) and the Company Securityholders, the Seller Representative, Parent or any of their respective Affiliates, its Affiliates (on the other hand), then Xxxx MB may represent the Company Securityholders, the Seller Representative, and/or Parent or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Parent or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Buyer or its Affiliates (including NewCo) and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or MB may be handling ongoing matters for BuyerBuyer or NewCo. Buyer further agrees, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, NewCo; provided, however, that MB shall be deemed permitted to include represent NewCo pursuant to the Company Entities and Blocker)terms of Section 9.6 of this Agreement) to agree, agrees that, as to all privileged communications between or among Xxxx MB and the Company SecurityholdersParent and any of its Affiliates (including, the Company Entities and Blocker (prior to the Closing, NewCo) and/or any of their respective Affiliates that relate in any way to this Agreement, the transactions contemplated by this Agreementherby, the Isle Excluded Assets or the Isle Excluded Obligations or NewCo, its Affiliates or any of their respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Parent and shall will not pass to or be claimed by Buyer or its Affiliates (including, after the Company Entities Closing, NewCo). Accordingly, none of Buyer or Blockerits Affiliates (including NewCo) will have access to such communications from and after the Closing. Notwithstanding the foregoingforegoing in this Section 11.17, if a dispute arises between Buyer or the Company Entities or Blocker its Affiliates (including NewCo) and a third party (other than the Company Securityholders, the Seller Representative a party to this Agreement or their respective Affiliates) its Affiliates after the Closing, then the Company Entities and Blocker, to the extent applicable, NewCo may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxMB to such unaffiliated third party; provided, however, that the Company Entities and Blocker NewCo may not waive such privilege without the prior written consent of Parent. This Section 11.17 will be irrevocable, and no term of this Section 11.17 may be amended, waived, or modified, without the Seller Representativeprior written consent of Parent and Buyer.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities and its Subsidiaries by Xxxx Xxxxxxxxxx both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Hollister LLP (“Xxxx”)Weiss, Xxxx P.X., either or both firms shall be allowed to represent the Company Securityholders, the Seller Representative Sellers (and each of their respective Affiliates Sellers’ Representative) in any matters and disputes adverse to Buyer, Buyer and/or the Company Entities and/or their respective Affiliates and its Subsidiaries that either are existing on the Closing Date or arise in the future and relate to this Agreement or the other Transaction Documents or the transactions contemplated herebyhereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), its Subsidiaries ) hereby (ia) waives any claim that Buyer, Buyer or the Company Entities, Blocker or any of their respective Affiliates have its Subsidiaries has or may have that Xxxx has either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or is are otherwise prohibited from engaging in such representation and (iib) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliatesthe Company’s Subsidiaries, on the one hand, and the Company Securityholders, the any Seller (or Sellers’ Representative, or any of their respective Affiliates), on the other hand, then Xxxx may either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent the Company Securityholders, the such Seller (and Sellers’ Representative, and/or such Affiliate ) in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or one or more of such Affiliate Persons may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates or one or more of the Company’s Subsidiaries and even though Xxxx may Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company Entities or Blocker one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesor a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blockerits Subsidiaries), also agrees that, as to all communications between or among Xxxx and the Company Securityholderseither or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company Entities and Blocker the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in any way to anticipation of the transactions contemplated by this AgreementAgreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Sellers’ and Sellers’ Representative and may be controlled solely by the Company Securityholders Sellers’ Representative and shall not pass to or be claimed by Buyer or Buyer, the Company Entities or Blockerany of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer or Buyer, the Company Entities or Blocker any of the Company’s Subsidiaries, on the one hand, and a third party (other than (and unaffiliated with) any Seller or Sellers’ Representative, on the Company Securityholdersother hand, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, its Subsidiaries (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxMorrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company Entities and Blocker or any of the Company’s Subsidiaries may not waive such privilege without the prior written consent of the Seller Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. Buyer, on behalf of itself Recognizing that Xxxx Xxxxx LLP (“Seller Counsel”) has been engaged by the Seller and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or connection with the transactions contemplated hereby. Buyerhereunder, each Purchaser hereby (a) waives, on its own behalf of itself and agrees to cause its Affiliates (whichto waive, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim conflicts that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises arise after the Closing between Buyer, the Company Entities, Blocker Purchaser or any of their respective its Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective its Affiliates, on the other hand, then Xxxx and (b) agrees that Seller Counsel may represent the Company Securityholders, the Seller Representative, and/or such Affiliate or any of its Affiliates in such dispute even though the interests interest of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyerthe Purchaser or any of its Affiliates, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx Seller Counsel may have represented the Company Entities Purchaser or Blocker any of its Affiliates in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Purchaser or any of its Affiliates. BuyerIn addition, each Purchaser, on its own behalf and on behalf of itself and its Affiliates (whichAffiliates, for this purpose, shall be deemed to include the Company Entities and Blocker), further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications between among any of Seller Counsel or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or Seller or any of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the transactions contemplated by this Agreementhereunder, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, Seller and shall be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer either Purchaser or any of its Affiliates. Accordingly, the Company Entities Purchasers shall not have access to any such communications, or Blockerto the files of Seller Counsel relating to its engagement, whether or not the Closing shall have occurred. Notwithstanding those efforts, each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that the foregoingconsummation of the transactions contemplated hereunder may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Each Purchaser, if on its behalf and on behalf of its Affiliates, further understands and agrees that any disclosure of such information that may be confidential or subject to a dispute arises between Buyer claim of privilege will not prejudice or the Company Entities or Blocker otherwise constitute a waiver of any claim of privilege. Each Purchaser, on its behalf and a third party (other than the Company Securityholderson behalf of its Affiliates, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the extent applicableappropriate Person upon becoming aware of its existence. Each Purchaser agrees to take, may assert and to cause its Affiliates to take, all steps necessary to implement the attorney-client privilege to prevent disclosure to such third party intent of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Representative.this Section. SIGNATURES CONTAINED ON NEXT PAGE

Conflicts and Privilege. BuyerIt is acknowledged by each of the Parties that the Acquired Companies and Seller have retained McGuireWoods to act as their counsel in connection with the Transactions and that McGuireWoods has not acted as counsel for any other Person in connection with the Transactions and that no other Party or other Person has the status of a client of McGuireWoods in connection with the Transactions for conflict of interest or any other purposes as a result thereof. Buyer and the Acquired Companies, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative themselves and each of their respective Affiliates in any matters and disputes adverse to BuyerAffiliates, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), a) hereby (i) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx McGuireWoods has a conflict of interest in connection with, or is otherwise prohibited from engaging in in, such representation and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker Buyer or any of their respective Affiliatesits Affiliates (including, from and after Closing, the Acquired Companies), on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective AffiliatesSeller, on the other hand, then Xxxx McGuireWoods may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests interest of the Company Securityholders, the Seller Representative, and/or any such Affiliate party may be directly adverse to BuyerBuyer or any of its Affiliates (including, from and after Closing, the Company EntitiesAcquired Companies), Blocker and/or their respective Affiliates and even though Xxxx McGuireWoods may have represented the Company Entities or Blocker Acquired Companies in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective AffiliatesAcquired Companies. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Buyer further agrees that, as to all communications between or among Xxxx McGuireWoods and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and privilege, the expectation of client confidence belongs solely and all other rights to the Company Securityholders, shall any evidentiary privilege belong to Seller and may be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer or the Company Entities or BlockerAcquired Companies. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker Acquired Companies and a third party (other than the Company Securityholdersa Party after Closing, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party of confidential communications by Xxxxparty; provided, however, that the Company Entities and Blocker Acquired Companies may not waive such privilege without the prior written consent of the Seller. Seller Representativeand Buyer further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 10.4.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company Securityholders and/or and the Company Entities Subsidiaries by Xxxx Xxxxxxxxxx & Hollister Xxxxxx Xxxxxxxx LLP (“XxxxPepper”), Xxxx Pepper shall be allowed to represent the Company Securityholders, the Seller Representative and each or any of their respective its Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to Buyer, Intermediate LLC, the Company Entities and/or their respective Affiliates or any Subsidiary that either are existing on the Closing Date or arise in the future and relate relates to this Agreement or and the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (ia “Dispute”) and Buyer hereby (a) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have it has or may have that Xxxx Pepper has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees that, if in the event that a dispute Dispute arises after the Closing between Buyer, Intermediate LLC, the Company Entities, Blocker or any Subsidiary and Seller or any of their respective its Affiliates, on the one hand, and the Company Securityholders, the Pepper may represent Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx may represent the Company Securityholders, the Seller Representative, and/or such Affiliate its Affiliates in such dispute Dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such or its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Company Entities, Blocker and/or their respective Affiliates or the Subsidiaries and even though Xxxx Pepper may have represented Intermediate LLC, the Company Entities or Blocker the Subsidiaries in a matter substantially related to such dispute Dispute, or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxSubsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Company Entities or any of its Subsidiaries, on the one hand, and Blocker may Pepper, on the other hand, and Seller shall cause Pepper acting as its counsel to not take any actions or engage in any representation that would affect or be deemed to be such a waiver. Following the Closing, Buyer agrees that it will not (i) request from Pepper or Seller or (ii) use or intentionally access any of the communications among Pepper, Intermediate LLC, the Company or any Subsidiary, and/or Seller relating to the transactions contemplated hereby (the “Communications”) in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the Closing, Seller shall be permitted to use the Communications in connection with the defense of any Dispute with Buyer, Intermediate LLC, the Company or any of its Subsidiaries; provided, that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the avoidance of doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and Seller shall not take any action, or cause Pepper to take any action, that would reasonably be expected to waive any such privilege without the prior written consent of the Seller Representativeor protection as to any third party.

Conflicts and Privilege. BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities Holdings and the Blocker), Company) agrees that, notwithstanding any current or prior representation of Holdings and the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”)Xxxxxxxx Xxxxx LLP, Xxxx such firm shall be allowed to represent any Stockholder (and the Company SecurityholdersStockholders’ Representative), the Seller Representative and each of their respective Affiliates Option Holder, or Person listed on Schedule 5.04(a) or 5.04(b) in any matters and disputes adverse to BuyerParent, Holdings and/or the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the other Acquisition Documents or the transactions contemplated herebyhereby or thereby. BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Holdings and the Company Entities and Blocker), Company) hereby (ia) waives any claim that BuyerParent, Holdings or the Company Entities, Blocker or any of their respective Affiliates have has or may have that Xxxx Xxxxxxxx Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees that, if a dispute arises after the Closing that relates to this Agreement or the other Acquisition Documents or the transactions contemplated hereby or thereby between BuyerParent, Holdings or the Company Entities, Blocker or any of their respective AffiliatesCompany, on the one hand, and any Stockholder (or the Company Securityholders, the Seller Stockholders’ Representative, ) or any of their respective Affiliatesother Person, on the other hand, then Xxxx Xxxxxxxx Xxxxx LLP may represent such Stockholder (and the Company Securityholders, the Seller Stockholders’ Representative, and/or such Affiliate ) or other Person in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or one or more of such Affiliate Persons may be directly adverse to BuyerParent, Holdings or the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx Xxxxxxxx Xxxxx LLP may have represented Holdings or the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for BuyerParent, Holdings or the Company Entities, Blocker and/or their respective AffiliatesCompany. BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Holdings and the Company Entities and BlockerCompany), also agrees that, as to all communications between or among Xxxx Xxxxxxxx Xxxxx LLP and the Stockholders, the Option Holders, the Stockholders’ Representative, the Persons listed on Schedules 5.04(a) and 5.04(b), Holdings and the Company Securityholders(with respect to Holdings and the Company, the Company Entities and Blocker (solely prior to the ClosingEffective Time) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in any way to anticipation of the transactions contemplated by this AgreementAgreement or any other Acquisition Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Acquisition Document) regarding the business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of Holdings and the Company, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Stockholders and the Stockholders’ Representative and may be controlled solely by the Company Securityholders Stockholders’ Representative and shall not pass to or be claimed by Buyer Parent, Holdings or the Company Entities or BlockerCompany. Notwithstanding the foregoing, if a dispute arises between Buyer Parent, Holdings or the Company Entities or Blocker Company, on the one hand, and a third party (other than the Company Securityholders(and unaffiliated with) any Stockholder, Option Holder, the Seller Representative Stockholders’ Representative, or their respective Affiliatesa Person listed on Schedule 5.04(a) or 5.04(b) on the other hand, after the Closing, then Holdings and the Company Entities and Blocker, (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxXxxxxxxx Xxxxx LLP; provided, however, that none of Parent, Holdings or the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. Buyer, on behalf of itself Purchaser and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities agree and the Blocker), agrees that, notwithstanding acknowledge that they shall not seek to cause Xxxxxxx Xxxxx Xxxxx Xxxxxxxx LLP (or any of its current or prior former partners or employees) to reveal to the Purchaser, the Company or any other person any information obtained in connection with such firm’s representation of the Company Securityholders and/or prior to the Closing and protected by the attorney-client privilege of the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”)where such information is being sought in anticipation of, Xxxx shall be allowed to represent or in connection with, any dispute or potential dispute between the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective AffiliatesSeller, on the one hand, and the Purchaser and the Company Securityholderson the other, including, without limitation, any dispute arising out of this Agreement, absent a written authorization signed by Seller. Purchaser and the Company each acknowledge and agree that Seller Representativewill be entitled to retain the services of Xxxxxxx Xxxxx Boult Xxxxxxxx LLP as its attorneys in the event of any dispute between Purchaser or the Company, on the one hand, and Seller or any of their respective Affiliatesits affiliates (other than the Company), on the other hand, then Xxxx may represent concerning this Agreement or any of the transactions contemplated herein or otherwise involving the Company, notwithstanding such firm’s prior representation of the Company, and the Purchaser and the Seller each hereby waive any conflict of interest presented by such representation. Purchaser, the Company Securityholdersand Seller agree that there existed prior to the Closing a common interest between the Company and Seller, which common interest will continue subsequent to the Seller RepresentativeClosing, and/or in the files generated and maintained by Xxxxxxx Xxxxx Boult Xxxxxxxx LLP in connection with such Affiliate in such dispute even though the interests firm’s representation of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any . Accordingly, the Purchaser and the Company agree that subsequent to the Closing Date the Seller may have access to such files, and may consult with the partners and employees and former partners and employees of their respective Affiliates that relate Xxxxxxx Xxxxx Boult Xxxxxxxx LLP having knowledge of such files and the related matters with respect to such files and such matters without in any way to the transactions contemplated by this Agreement, the waiving any attorney-client privilege and communication, attorney work-product, or any other privileges. Seller hereby waives any conflicts of interest which may be presented by Xxxxxxx Xxxxx Boult Xxxxxxxx LLP’s representation of the expectation of client confidence belongs solely Company after the Closing Date with respect to matters for which such firm was providing representation to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, prior to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeClosing Date.

Conflicts and Privilege. Buyer, Purchaser (on behalf of itself itself, the Company and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Subsidiaries) agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities or any of its Subsidiaries by Xxxx Xxxxxxxxxx & Hollister LLP Xxxxx Xxxxxx Xxxxxxx, PLLC (“XxxxOMW”), Xxxx OMW shall be allowed to represent the Company Securityholdersany Selling Shareholder or any of their Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Purchaser, the Seller Representative and each Company, any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise arises in the future and relate relates to this Agreement or any of the other documents contemplated by the transaction herein, or any of the transactions contemplated hereby. Buyerhereby or thereby, and Purchaser and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Subsidiaries) hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx OMW has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event that a dispute arises after the Closing between BuyerPurchaser, the Company EntitiesCompany, Blocker any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates, Affiliates (on the one hand, ) and the Company Securityholdersany Selling Shareholder, the Seller Representative, or any of their respective Affiliates, Affiliates (on the other hand) in whatever capacity, then Xxxx OMW may represent the Company Securityholderssuch Selling Shareholder, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Selling Shareholder or such Affiliate may be directly adverse to BuyerPurchaser, the Company EntitiesCompany, Blocker and/or any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates and even though Xxxx OMW may have represented the Company Entities or Blocker and its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Purchaser and the Company Entities, Blocker and/or their respective Affiliates. Buyer, (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees Subsidiaries) further agree that, as to all communications between or among Xxxx OMW and the Company SecurityholdersCompany, any of the Company Entities and Blocker (prior to Subsidiaries of the Closing) Company, any of the Selling Shareholders and/or any of their respective Affiliates that relate in any way to (i) the business, operations, finances, assets, securities, liabilities or prospects of, or any other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by this AgreementAgreement or any of the other documents contemplated by the transaction herein, or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders Selling Shareholders and shall not pass to or be claimed by Buyer Purchaser, the Company or any Subsidiary of Purchaser or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeCompany.

Conflicts and Privilege. Buyer, on behalf of itself Buyers and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees Seller agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities Seller or its Affiliates by Xxxx Xxxxxxxxxx & Hollister Xxxxxx Xxxxx LLP (“XxxxTE”), Xxxx shall TE will be allowed to represent Seller or any of its Affiliates (which will no longer include the Transferred Company Securityholders, after the Seller Representative and each of their respective Affiliates Closing) in any matters and disputes disputes, including in any matter or dispute adverse to BuyerBuyers and their Affiliates (including, after the Closing, the Company Entities and/or their respective Affiliates Transferred Company) that either are existing on the Closing Date date hereof or that arise in the future and relate relates to this Agreement or and the transactions contemplated Transaction, and Buyers do hereby. Buyer, on behalf of itself and its agree to cause their Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and Blocker)Transferred Company) to, hereby (ia) waives waive any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates they have or may have that Xxxx TE has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker Buyers or any of their respective Affiliates, Affiliates (on the one hand, ) and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, its Affiliates (on the other hand), then Xxxx TE may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, Buyers or their Affiliates (including the Company Entities, Blocker and/or their respective Affiliates Transferred Company) and even though Xxxx TE may have represented the Transferred Company Entities or Blocker in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyers or the Transferred Company. Buyers further agree, and agrees to cause their Affiliates (including, after the Closing, the Company EntitiesTransferred Company) to agree, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among Xxxx TE and the Company SecurityholdersSeller and its Affiliates (including, the Company Entities and Blocker (prior to the Closing, the Transferred Company) and/or any of their respective Affiliates that relate in any way to the transactions Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholdersto, shall and may be controlled solely by the Company Securityholders by, Seller and shall will not pass to or be claimed by Buyer Buyers or their Affiliates (including, after the Company Entities Closing, the Transferred Company). Accordingly, none of Buyers or Blockertheir Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer Parent or their Affiliates (including Holdings or the Company Entities or Blocker Transferred Company) and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) a Party to this Agreement after the Closing, then the Transferred Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxTE to such third party; provided, however, that the Transferred Company Entities and Blocker may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the Seller Representativeprior written consent of TE.

Conflicts and Privilege. Buyer(a) Acquiror and the Company, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and the BlockerSurviving Company), agrees hereby agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate event a dispute with respect to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyeror among the Sponsor, the Company Entities, Blocker shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective Affiliatesdirectors, members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “Acquiror Group”), on the one hand, and the Surviving Company Securityholders, and/or any member of the Seller Representative, or any of their respective AffiliatesCompany Group, on the other hand, then any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror and/or the Sponsor prior to the Closing may represent the Company Securityholders, Sponsor and/or any other member of the Seller Representative, and/or such Affiliate Acquiror Group in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate Persons may be directly adverse to Buyerthe Acquiror or the Surviving Company, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx such counsel may have represented the Company Entities or Blocker Acquiror in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerAcquiror, the Company Entities, Blocker Sponsor and/or their respective Affiliatesany other member of the Acquiror Group. Buyer, on behalf of itself Acquiror and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx and the Company SecurityholdersLLP) that represented Acquiror, the Company Entities and Blocker (Sponsor and/or any other member of the Acquiror Group prior to the Closing) and/or Closing and any of their respective Affiliates one or more such Persons that relate in any way to the transactions contemplated by this Agreementhereby, the attorney-/client privilege and the expectation of client confidence belongs solely to the Company Securityholders, Acquiror Group and shall be controlled solely by the Company Securityholders Acquiror Group, and shall not pass to or be claimed or controlled by Buyer or Acquiror (after giving effect to the Company Entities or BlockerClosing) and the Company. Notwithstanding the foregoing, if a dispute arises between Buyer any privileged communications or information shared by the Company Entities or Blocker and a third party (other than prior to the Company SecurityholdersClosing with Acquiror, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent Sponsor and/or any other member of the Seller RepresentativeAcquiror Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Company.

Conflicts and Privilege. Buyer(a) Acquiror and the Company, on behalf of itself their respective successors and its Affiliates (whichassigns, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees hereby agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate event a dispute with respect to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyeror among (i) the Sponsor, the Company Entities, Blocker shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective Affiliatesdirectors, members, partners, officers, employees or Affiliates (collectively, the “DUET Projects Group”), on the one hand, and (ii) any member of the Company Securityholders, the Seller Representative, or any of their respective AffiliatesFenix360 Group, on the other hand, then Xxxx any legal counsel, including Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (“Nxxxxx Xxxxxxx”), Hxxxxx Xxxxxxxx & Rxxxxxx LP, and Pinsent Masons (“Pinsent Masons”), that represented Acquiror and/or the Sponsor prior to the Closing may represent the Company Securityholders, Sponsor and/or any other member of the Seller Representative, and/or such Affiliate DUET Projects Group in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate Persons may be directly adverse to Buyerthe Acquiror, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx such counsel may have represented the Company Entities or Blocker Acquiror in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, Acquiror and/or the Sponsor. Acquiror and the Company Entities, Blocker and/or their respective Affiliates. Buyerand, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company Entities and BlockerAcquiror), agrees further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Xxxx and the Company SecurityholdersAcquiror, the Company Entities and Blocker (prior to the Closing) Sponsor and/or any other member of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementDUET Projects Group, on the one hand, and Nxxxxx Xxxxxxx and/or Pinsent Masons, on the other hand, the attorney-/client privilege and the expectation of client confidence belongs solely shall survive the Closing and belong to the Company Securityholders, shall be controlled solely by DUET Projects Group after the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or BlockerClosing. Notwithstanding the foregoing, if a dispute arises between Buyer any privileged communications or information shared by the Company prior to the Closing with Acquiror or the Company Entities Sponsor under a common interest agreement shall remain the privileged communications or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent information of the Seller RepresentativeCompany.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or and the Company Entities Subsidiaries by Xxxx Xxxxxxxxxx & Hollister Sidley Austin LLP, Sidley Austin LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each any of their respective his Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates any Subsidiary that either are existing on the Closing Effective Date or arise in the future and relate to this Agreement or the transactions contemplated herebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), the Subsidiaries) hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have Subsidiary has or may have that Xxxx Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any Subsidiary and Seller or any of their respective his Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx Sidley Austin LLP may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates such Subsidiary and even though Xxxx Sidley Austin LLP may have represented the Company Entities or Blocker such Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesdispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blockerthe Subsidiaries), also agrees that, as to all communications between or among Xxxx Sidley Austin LLP and the Company SecurityholdersSeller, the Company Entities and Blocker (prior to the Closing) Company, any Subsidiary and/or any of their respective Affiliates that relate in any way occur prior to the transactions contemplated by this AgreementClosing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Seller and may be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer or Buyer, the Company Entities or Blockerany Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer or Buyer, the Company Entities or Blocker any Subsidiary and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) an Affiliate of Seller after the Closing, then the Company Entities and Blocker, or any such Subsidiary (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxSidley Austin LLP; provided, however, provided that if the Company Entities and Blocker may not or the Subsidiaries elect to waive such privilege without privilege, the prior written consent Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of the Seller Representativesuch waiver.

Conflicts and Privilege. Buyer(a) The Parties, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purpose, shall be deemed to include after the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister LLP (“Xxxx”), Xxxx shall be allowed to represent the Company SecurityholdersAmalgamation Effective Time, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and BlockerAmalgamated Company), hereby agree that, in the event a dispute with respect to this Agreement, any other Transaction Document or the Transactions arises after the Amalgamation Effective Time between or among (ix) waives any claim that Buyerthe Sponsor, the Company Entities, Blocker shareholders or holders of other Equity Securities of Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (iiother than the Amalgamated Company) agrees that, if a dispute arises after the Closing between Buyer(collectively, the Company Entities, Blocker or any of their respective Affiliates“Parent Group”), on the one hand, and (y) the Amalgamated Company and/or any member of the Company Securityholders, the Seller Representative, or any of their respective AffiliatesGroup, on the other hand, then Xxxx any legal counsel, including Shearman & Sterling LLP (“Shearman”), that represented Parent and/or the Sponsor prior to the Amalgamation Effective Time may represent the Company Securityholders, Sponsor and/or any other member of the Seller Representative, and/or such Affiliate Parent Group in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate Persons may be directly adverse to Buyerthe Amalgamated Company, the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx such counsel may have represented the Company Entities or Blocker Parent in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Amalgamated Company Entities, Blocker and/or their respective Affiliatesthe Sponsor. BuyerThe Parties, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Amalgamation Effective Time, shall be deemed to include the Company Entities and BlockerAmalgamated Company), agrees further agree that, as to all legally privileged communications prior to the Amalgamation Effective Time (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the Transactions) between or among Xxxx and the Company SecurityholdersParent, the Company Entities and Blocker (prior to the Closing) Sponsor and/or any other member of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementParent Group, on the one hand, and Shearman, on the other hand, the attorney-/client privilege and the expectation of client confidence belongs solely shall survive the Amalgamation and belong to the Company SecurityholdersParent Group after the Amalgamation Effective Time, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed or controlled by Buyer or the Company Entities or BlockerAmalgamated Company. Notwithstanding the foregoing, if a dispute arises between Buyer any privileged communications or information shared by the Group Companies prior to the Amalgamation Effective Time with Parent, Amalgamation Sub or the Company Entities Sponsor under a common interest agreement shall remain the privileged communications or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent information of the Seller Representativeapplicable Group Company.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), Company) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx Xxxxx & Hollister Xxxxxxx LLP, Xxxxx & Xxxxxxx LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative Member and each of their respective its Affiliates in any matters and disputes adverse to Buyer, Buyer and/or the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or and the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), Company) hereby (ia) waives any claim that Buyer, Buyer or the Company Entities, Blocker or any of their respective Affiliates have has or may have that Xxxx Xxxxx & Lardner LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees that, if a dispute arises after the Closing between Buyer, Buyer or the Company Entities, Blocker and the Member or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx Xxxxx & Xxxxxxx LLP may represent the Company Securityholders, the Seller Representative, and/or Member or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or Member or such Affiliate may be directly adverse to Buyer, Buyer and/or the Company Entities, Blocker and/or their respective Affiliates and even though Xxxx Xxxxx & Lardner LLP may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesdispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and BlockerCompany), also agrees that, as to all attorney-client work product communications between or among Xxxx Xxxxx & Xxxxxxx LLP and the Company SecurityholdersMember, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way solely to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Member and may be controlled solely by the Company Securityholders Member and shall not pass to or be claimed by Buyer or the Company Entities or BlockerCompany. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, Member or an Affiliate of the Seller Representative or their respective Affiliates) Member after the Closing, then the Company Entities and Blocker, (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxXxxxx & Lardner LLP; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeMember. For clarification, as of Closing, unless specifically retained as to a matter, Xxxxx & Xxxxxxx LLP shall no longer represent the Company and shall comply with the terms of Section 5.5 for the benefit of the Company and the Buyer.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), Company) agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or and the Company Entities Subsidiary by Xxxx Xxxxxxxxxx Xxxxx & Hollister Lardner LLP, Xxxxx & Xxxxxxx LLP (“Xxxx”), Xxxx shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective its Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates the Subsidiary that either are existing on the Closing Date date hereof or arise in the future and relate to this Agreement or and the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), the Subsidiary) hereby (ia) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have the Subsidiary has or may have that Xxxx Xxxxx & Lardner LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or the Subsidiary and Seller or any of their respective its Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then Xxxx Xxxxx & Xxxxxxx LLP may represent the Company Securityholders, the Seller Representative, and/or or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates the Subsidiary and even though Xxxx Xxxxx & Lardner LLP may have represented the Company Entities or Blocker and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesthe Subsidiary. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blockerthe Subsidiary), also agrees that, as to all communications between or among Xxxx Xxxxx & Xxxxxxx LLP and the Company SecurityholdersSeller, the Company Entities and Blocker (prior to Company, the Closing) Subsidiary and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreementhereby and occur prior to the Closing, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Seller and may be controlled solely by the Company Securityholders Seller and shall not pass to or be claimed by Buyer Buyer, the Company or the Company Entities or BlockerSubsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer Buyer, the Company or the Company Entities or Blocker Subsidiary and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) an Affiliate of Seller after the Closing, then the Company Entities and Blocker, or the Subsidiary (to the extent applicable, ) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by XxxxXxxxx & Lardner LLP; provided, however, that the Company Entities and Blocker or the Subsidiary may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Conflicts and Privilege. Buyer, on behalf It is acknowledged by each of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities Parties hereto that the Securityholder Representative and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by Xxxx Xxxxxxxxxx & Hollister Majority Stockholder Entity has retained Xxxxxxx Procter LLP (“XxxxXxxxxxx”), Xxxx shall be allowed ) to represent act as their counsel and as counsel to the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or connection with the transactions contemplated hereby. Buyer, on behalf of itself The Purchaser and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that Xxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, Purchaser Indemnified Party on the one hand, and the Company Securityholders, Securityholder Representative and/or the Seller Representative, or any of their respective Affiliates, Majority Stockholder Entity on the other hand, then Xxxx with respect to the Transactions, Xxxxxxx may represent the Company Securityholders, Securityholder Representative and the Seller Representative, and/or such Affiliate Majority Stockholder Entity in such dispute even though the interests of the Company Securityholders, Securityholder Representative and the Seller Representative, and/or such Affiliate Majority Stockholder Entity may be directly adverse to Buyer, the Purchaser Indemnified Parties (including the Company Entitiesand each of its Subsidiaries), Blocker and/or their respective Affiliates and even though Xxxx Xxxxxxx may have represented the Company Entities or Blocker and/or its Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliatesits Subsidiaries. Buyer, on behalf of itself The Purchaser and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities further agree, and Blocker)agree to cause all of the Company’s Subsidiaries to agree, agrees that, as to all communications between or communications, in any form whatsoever, (x) among Xxxx and the Company SecurityholdersXxxxxxx, the Company Entities and Blocker (prior to Company, the Closing) Subsidiaries of the Company, the Securityholder Representative and/or any of their respective Affiliates Seller before Closing that relate in any way to the transactions contemplated by this AgreementTransactions and (y) Xxxxxxx, the Securityholder Representative and/or any Seller after Closing (collectively, (x) and (y), the “Communications”), the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Securityholder Representative and the Majority Stockholder Entity and may be controlled solely only by the Company Securityholders Securityholder Representative and the Majority Stockholder Entity and shall not pass to or be claimed by Buyer the Purchaser or any Purchaser Indemnified Party (including the Company Entities or Blockerand any Subsidiary of the Company). Notwithstanding In connection with the foregoing, if a dispute arises between Buyer or Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Company Entities and the Company’s Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or Blocker and a third party in connection with (other than a) Xxxxxxx’x representation of the Company Securityholders, and/or the Seller Company’s Subsidiaries prior to the Closing with respect to the Transactions and (b) Xxxxxxx’x representation of the Stockholder Representative or their respective Affiliates) and the Majority Stockholder Entity prior to and after the Closing, then the Company Entities and Blocker, to . To the extent applicablethat files or other materials maintained by Xxxxxxx constitute property of its clients that are or relate to Communications, may assert only the Stockholder Representative and the Majority Stockholder Entity shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Communications by reason of any attorney-client privilege to prevent disclosure to such third party of confidential communications by Xxxx; providedrelationship between Xxxxxxx, howeveron the one hand, that and Purchaser, the Company Entities or the Company’s Subsidiaries, on the other hand. Purchaser agrees that it will not, and Blocker may that it will cause the Company and the Company’s Subsidiaries not waive such privilege without to, (i) access or use the prior written consent Communications, including by way of review of any electronic data, communications or other information, or by seeking to have the Seller Representative.Securityholder Representative or Majority