Common use of Attorney-Client Privilege and Conflict Waiver Clause in Contracts

Attorney-Client Privilege and Conflict Waiver. (a) Debevoise & Xxxxxxxx LLP (“Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall not, and shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Target Companies and Seller Counsel that occurred before the Closing. Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent with respect to this waiver is fully informed.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLP, Xxxxxxx & Co., Xxxxxx e Advogados, NautaDutilh, Xxxxxx N.V., Radványi & Partners Law Firm and Groom Law Group (a) Debevoise & Xxxxxxxx LLP (collectively, “Seller CounselSellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”) has acted as legal counsel to Sellers and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and certain of their Affiliates, including the Target Companies. All of the parties recognize the commonality of interest that exists Companies and will continue Target Subsidiaries prior to exist until Closing, and the parties agree that such commonality each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of interest should continue to be recognized its Affiliates after the Closing and such parties recognize Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, from and after Closing, the Target Companies and Target Subsidiaries) to waive, any conflicts that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Seller CounselSellers, Seller and their Affiliates, the Target Companies are protected under and Target Subsidiaries, on the one hand, and each of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries). Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, shall have access to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain privileges of their Affiliates including the Target Companies and doctrinesTarget Subsidiaries. Without limiting the generality of the foregoing, including upon and after Closing, (i) Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall be the sole holders of the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall notwith respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has be a conflict of interests or is otherwise precluded from engaging in such representationholder thereof, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the foregoing’s respective officersclient, directors, managers, employees, shareholders, equityholders, agents only Sellers and representatives in connection with their Affiliates (and not the Target Companies or any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, Target Subsidiaries) shall hold such property rights and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in none of the event that a dispute arising out of Sellers’ Legal Advisors shall have any duty whatsoever to reveal or related disclose any such attorney-client communications or files to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer Target Companies or any Target Company)Subsidiaries by reason of any attorney-client relationship between each Sellers’ Legal Advisor, (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though on the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company one hand, and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though any Target Subsidiaries, on the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer other hand, or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Target Companies and Seller Counsel that occurred before the Closing. Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent with respect to this waiver is fully informedotherwise.

Attorney-Client Privilege and Conflict Waiver. Xxxx, Xxxx & Xxxxxxxxx, P.A. (athe “Law Firm”) Debevoise & Xxxxxxxx LLP has represented the Company and its Subsidiary in connection with this Agreement and the Transactions (the “Seller CounselTransaction Engagement”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and in connection with the Target CompaniesTransaction Engagement, not as counsel for any other Person, including Purchaser. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties The Parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller Purchaser shall not, and shall not cause the Shareholders or any member of the Company and its Affiliates not Subsidiary to, seek to have any Buyer Counsel the Law Firm disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives Shareholders in connection with any dispute that may arise out of between any Shareholders, on the one hand, and Purchaser, the Company and its Subsidiary or relate to their respective Affiliates, on the other hand, in connection with this Agreement or the transactions contemplated herebyTransactions. Further, notwithstanding that the Company and Seller expressly waives its Subsidiary is or was a client of the Law Firm, upon and after the Closing, all communications between any claim member of the Company and its Subsidiary and the Law Firm in the course of the Transaction Engagement shall be deemed to be attorney-client confidences that any Buyer Counsel has a conflict belong solely to the Shareholders and not the Company and its Subsidiary or Purchaser; provided, however, that the Shareholders and the Shareholders Representative shall use commercially reasonable efforts to prevent disclosure of interests or is otherwise precluded from engaging in such representationcommunications, (ii) Buyer shall notincluding, and shall cause its Affiliates but not limited to, seek attorney-client privileges and work product protections, associated with or arising from any such communications. Purchaser shall not have access to have Seller Counsel disqualified any such communications, or to the files of the Law Firm relating to the Transaction Engagement; provided, however, that the foregoing shall not prohibit Purchaser from representing Seller Group and its Affiliates and each seeking proper discovery of such documents. Without limiting the generality of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents notwithstanding that the Company and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has its Subsidiary was a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (includingclient, in the case Transaction Engagement or otherwise, upon and after the Closing: (a) subject to the confidentiality obligations of Buyer the Shareholders under Section 7.3, the Shareholders Representative (or any Target Company), (AShareholder) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will shall have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any communications between a member of the Target Companies Company and Seller Counsel its Subsidiary and the Law Firm that occurred before prior to the Closing in connection with the Transaction Engagement, (b) to the extent that files of the Law Firm in respect of the Transaction Engagement constitute property of the client, only the Shareholders shall hold such property rights, and (c) the Law Firm shall have no duty whatsoever to reveal or disclose any attorney-client communications or files arising out of or relating to the Transaction Engagement to the Company and its Subsidiary, Purchaser or any of their respective Affiliates by reason of any attorney-client relationship between the Law Firm and the Company and its Subsidiary or otherwise. If the Shareholders so desire, and without the need for any consent or waiver by the Company and its Subsidiary or Purchaser, the Law Firm shall be permitted to represent such Shareholders after the Closing in connection with any matter, including anything related to the Transactions. Without limiting the generality of the foregoing sentence, after the Closing. Buyer and Seller , the Law Firm shall be permitted to represent that the Shareholders, any of their respective attorneys affiliates, Family, or representatives, or any one or more of them, in connection with any negotiation, transaction, or dispute (“dispute” includes litigation, arbitration, or other adversarial proceedings) with Purchaser, the Company and its Subsidiary, or any of their respective Affiliates under or relating to this Agreement and the Transactions, such as claims for indemnification and disputes involving other agreements entered into in connection with this Agreement and the Transactions. Upon and after the Closing, the Company and its Subsidiary shall cease to have explained any attorney-client relationship with the Law Firm, unless the Law Firm is specifically engaged in writing following the Closing by an authorized representative of the Company and helped Buyer or Seller, as applicable, evaluate the implications its Subsidiary to represent it and risks either such engagement involves no conflict of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent interest with respect to the Shareholders or the Shareholders consent in writing at the time to such engagement. Any such representation by the Law Firm after the Closing will not affect the provisions of this waiver Section 11.17. For example, and not by way of limitation, even if the Law Firm is fully informedengaged by an authorized representative of the Company and its Subsidiary after the Closing, the Law Firm shall be permitted to simultaneously represent the Shareholders in any matter, including any disagreement or dispute relating thereto. Each of the Parties consent to the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Law Firm of one Party in a dispute against another Party.

Attorney-Client Privilege and Conflict Waiver. (a) Debevoise XxXxxxxxx Xxxx & Xxxxxxxx Xxxxx LLP (“Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have has represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall not, and shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives Parent in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, by this Agreement and Seller expressly waives any claim the other Transaction Documents. Buyer agrees and acknowledges that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (ii) Buyer shall not, and shall cause neither it nor its Affiliates not to, or Representatives will seek to have Seller Counsel disqualified from representing Seller, Seller Group and its Parent or their respective Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives or Representatives in connection with any dispute (whether in contract or tort) that may arise out between Seller, Seller Parent, or any of their respective Affiliates or relate to this Agreement or Representatives, on the transactions contemplated herebyone hand, and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representationits Affiliate or Representatives, (iii) in on the event that a dispute other hand, based upon, arising out of or related to this Agreement or the other Transaction Documents or any of the transactions contemplated hereby arises after or thereby (including in relation to the Closing between Buyer Business, the Acquired Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities), in whole or in part, and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will Parent shall have the sole and exclusive right to decide whether or not to waive the any attorney-client privilege that may apply to any communications between Seller or Seller Parent, on the Target Companies one hand, and Seller Counsel that occurred before Counsel, on the Closingother hand. Buyer further agrees that, as to all pre-Closing privileged or otherwise protected materials relating to the Business, the Acquired Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities, or relating to Seller, Seller Parent and their Affiliates, including materials protected by the attorney-client privilege, work product, the expectation of client confidence and all other rights to any applicable privilege or immunity are hereby deemed the sole property of Seller, Seller represent that their respective attorneys have explained and helped Buyer Parent or Sellersuch Affiliate, as applicable, evaluate the implications and risks of waiving the right shall only be controlled, reviewed, utilized or otherwise accessed by thereby and shall not pass to assert a future conflict against Seller Counsel or be claimed by Buyer Counselon any ground, and Buyer and Seller’s consent with respect to this waiver is fully informedincluding waiver.

Attorney-Client Privilege and Conflict Waiver. Recognizing that each of Hunton Xxxxxxx Xxxxx LLP, Xxxxxx e Advogados, Trench, Xxxxx e Xxxxxxxx Advogado, McGuireWoods LLP, Xxxxxx Group and Groom Law Group (a) Debevoise & Xxxxxxxx LLP (collectively, “Seller CounselSellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”) has acted as legal counsel to Sellers and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and certain of their Affiliates, including the Target Companies. All of , prior to the parties recognize the commonality of interest that exists and will continue to exist until Closing, and that each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of their Affiliates after the parties Closing, Buyers hereby waive, on their own behalf, and agree to cause their Affiliates (including, from and after the Closing, the Companies) to waive, any conflicts that such commonality may arise in connection with each Sellers’ Legal Advisor representing any Seller or any of interest should continue to be recognized its Affiliates after the Closing and as such parties recognize and agree that representation may relate to either Buyer or either Company or the transactions contemplated herein (including in respect of litigation). In addition, all communications involving attorney-client confidences between or among Seller CounselSellers, Seller their Affiliates and the Target Companies are protected under certain privileges Companies, on the one hand, and doctrineseach of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not either Company). Accordingly, Xxxxxx agree that, following the Closing, neither of them, neither Company, nor any of their Affiliates, shall have access to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with any Seller or any of its Affiliates, including the Companies. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and their Affiliates (and not either Company) shall be the sole holders of the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall notwith respect to such engagements, and neither Company shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has be a conflict of interests or is otherwise precluded from engaging in such representationholder thereof, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the foregoing’s respective officersclient, directors, managers, employees, shareholders, equityholders, agents only Sellers and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, their Affiliates (and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in not either Company) shall hold such a representation, property rights and (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any none of the Target Companies in a matter substantially related Sellers’ Legal Advisors shall have any duty whatsoever to such dispute and (B) Buyer Counsel may represent Buyer reveal or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with disclose any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply communications or files to either Company by reason of any communications attorney-client relationship between each Sellers’ Legal Advisor, on the Target Companies and Seller Counsel that occurred before the Closing. Buyer and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counselone hand, and Buyer and Seller’s consent with respect to this waiver is fully informedeither Company, on the other hand, or otherwise.

Attorney-Client Privilege and Conflict Waiver. (a) Debevoise & Xxxxxxxx LLP (“It is acknowledged by the Parties that Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller shall not, and shall cause its Affiliates not to, seek to have any Buyer Counsel disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives have retained Xxxxx Day to act as its counsel in connection with the Transactions and that Xxxxx Day has not acted as counsel for any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Seller expressly waives any claim that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (ii) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives other Person in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated herebyTransactions. Purchaser hereby agrees that, and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out arises between Purchaser or any of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer its Affiliates and Seller or any of their respective Subsidiaries (includingits Affiliates in respect of the Transactions, in any Transaction Agreement or the case of Buyer negotiation thereof, Xxxxx Day may represent Seller or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates such Affiliate in such dispute even though the interests of Seller or such Person(s) Affiliate may be directly adverse to Buyer Purchaser or any Transferred Company of its Affiliates and even though Seller Counsel Xxxxx Day may have represented any of the Target Companies Company in a matter substantially related to such dispute dispute, and (B) Buyer Counsel may represent Buyer or Purchaser hereby waives, on behalf of themselves and each of its Affiliates in such dispute even though the interests Affiliates, any conflict of such Person(s) may be directly adverse to Seller Group and (iv) interest in connection with any such dispute that may arise between representation by Xxxxx Day. Purchaser further agrees that, as to all communications, whether written or electronic, among Xxxxx Day and Seller and its Affiliates Affiliates, and Buyer all files attorney notes, drafts or other NAI-1502820106v1 documents that relate in any way to the Transactions and that predate the Closing, the attorney-client privilege, the expectation of client confidence, and all other rights to any evidentiary privilege belong to Seller (or its Affiliates, as appropriate) and will be controlled by Seller (or its Affiliates, as appropriate) and, subject to the following sentence, will not pass to or be claimed by Purchaser or the Target CompaniesBusiness following the Closing. Purchaser will take, Seller and to cause its respective Affiliates to take, all steps reasonably necessary to implement the intent of Seller (and not Buyer this ‎Section 11.14(a). Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Target Companies) will have Company, on the sole one hand, and exclusive right to decide whether any third party that is not Seller or not to waive an Affiliate of Seller, on the other hand, after the Closing, Purchaser and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Day to such third party; provided, however, that Purchaser and/or the Company may apply to any communications between not waive such privilege without the Target Companies and Seller Counsel that occurred before the Closing. Buyer and Seller represent that their respective attorneys have explained and helped Buyer or prior written consent of Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent with respect to this waiver is fully informed.

Attorney-Client Privilege and Conflict Waiver. Blank Rome LLP has represented the Sellers, the Company and its Subsidiary. The Parties agree that (a) Debevoise & Xxxxxxxx LLP (“Seller Counsel”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and the Target Companies. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller Parent shall not, and shall not cause the Surviving Corporation or its Affiliates not Subsidiary to, seek to have any Buyer Counsel Blank Rome LLP disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives Sellers in connection with any dispute that may arise out of between the Sellers and the Parent, the Surviving Corporation or relate to its Subsidiary in connection with this Agreement or the transactions contemplated herebyhereunder, and Seller expressly waives any claim that any Buyer Counsel has a conflict of interests or is otherwise precluded from engaging in such representation, (iib) Buyer shall not, and shall cause its Affiliates not to, seek to have Seller Counsel disqualified from representing Seller Group and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives in connection with any dispute that may arise out of between the Sellers and the Parent, the Surviving Corporation or relate to its Subsidiary, the Sellers (and not the Parent, the Surviving Corporation or its Subsidiary) in connection with this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (including, in the case of Buyer or any Target Company), (A) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) hereunder will have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Target Companies Company and Seller Counsel its Subsidiary on the one hand and Blank Rome LLP on the other hand that occurred before prior to the Closing. Buyer Parent, for itself, the Surviving Corporation and Seller represent that their respective attorneys have explained and helped Buyer or Seller, as applicable, evaluate the implications and risks of waiving the right to assert a future conflict against Seller Counsel or Buyer Counselits Subsidiary, and Buyer for its and Seller’s consent such respective Persons’ Affiliates, successors and assigns, irrevocably acknowledges and agrees that all communications between any of the Sellers, the Company and its Subsidiary, and Blank Rome LLP made in connection with respect the negotiation, preparation, execution, delivery and Closing under, or any dispute or proceeding arising under or in connection with this Agreement or transactions contemplated hereunder that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Sellers, the Surviving Corporation, its Subsidiary and Blank Rome LLP and would not be subject to disclosure to Parent in connection with any process relating to a dispute arising under or in connection with, this waiver is fully informedAgreement or transactions contemplated hereunder, shall continue after the Closing and for all purposes be deemed to be privileged communications between the Sellers and Blank Rome LLP and neither Parent nor any Person purporting to act on behalf of or through Parent shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications, belongs to the Surviving Corporation or its Subsidiary, and not the Sellers.

Attorney-Client Privilege and Conflict Waiver. Xxxx, Xxxx & Xxxxxxxxx, P.A. (athe “Law Firm”) Debevoise & Xxxxxxxx LLP has represented the Company and its Subsidiary in connection with this Agreement and the Transactions (the “Seller CounselTransaction Engagement”) and Xxxxxxxx & Xxxxx LLP (“Buyer Counsel”) have represented Seller and in connection with the Target CompaniesTransaction Engagement, not as counsel for any other Person, including Purchaser. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties The Parties agree that such commonality of interest should continue to be recognized after the Closing and such parties recognize and agree that the communications between or among Seller Counsel, Seller and the Target Companies are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the parties agree that (i) Seller Purchaser shall not, and shall not cause the Shareholders or any member of the Company and its Affiliates not Subsidiary to, seek to have any Buyer Counsel the Law Firm disqualified from representing Buyer and its Affiliates and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and representatives Shareholders in connection with any dispute that may arise out of between any Shareholders, on the one hand, and Purchaser, the Company and its Subsidiary or relate to their respective Affiliates, on the other hand, in connection with this Agreement or the transactions contemplated herebyTransactions. Further, notwithstanding that the Company and Seller expressly waives its Subsidiary is or was a client of the Law Firm, upon and after the Closing, all communications between any claim member of the Company and its Subsidiary and the Law Firm in the course of the Transaction Engagement shall be deemed to be attorney-client confidences that any Buyer Counsel has a conflict belong solely to the Shareholders and not the Company and its Subsidiary or Purchaser; provided, however, that the Shareholders and the Shareholders Representative shall use commercially reasonable efforts to prevent disclosure of interests or is otherwise precluded from engaging in such representationcommunications, (ii) Buyer shall notincluding, and shall cause its Affiliates but not limited to, seek attorney-client privileges and work product protections, associated with or arising from any such communications. Purchaser shall not have access to have Seller Counsel disqualified any such communications, or to the files of the Law Firm relating to the Transaction Engagement; provided, however, that the foregoing shall not prohibit Purchaser or Parent from representing Seller Group and its Affiliates and each seeking proper discovery of such documents. Without limiting the generality of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents notwithstanding that the Company and representatives in connection with any dispute that may arise out of or relate to this Agreement or the transactions contemplated hereby, and Buyer expressly waives any claim that any Seller Counsel has its Subsidiary was a conflict of interest or is otherwise precluded from engaging in such a representation, (iii) in the event that a dispute arising out of or related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer and Seller or any of their respective Subsidiaries (includingclient, in the case Transaction Engagement or otherwise, upon and after the Closing: (a) subject to the confidentiality obligations of Buyer the Shareholders under Section 7.3, the Shareholders Representative (or any Target Company), (AShareholder) Seller Counsel may represent any member of Seller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company and even though Seller Counsel may have represented any of the Target Companies in a matter substantially related to such dispute and (B) Buyer Counsel may represent Buyer or its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Seller Group and (iv) in connection with any such dispute that may arise between Seller and its Affiliates and Buyer or the Target Companies, Seller and Affiliates of Seller (and not Buyer or the Target Companies) will shall have the sole and exclusive right to decide whether or not to waive the attorney-client privilege that may apply to any communications between a member of the Target Companies Company and Seller Counsel its Subsidiary and the Law Firm that occurred before prior to the Closing in connection with the Transaction Engagement, (b) to the extent that files of the Law Firm in respect of the Transaction Engagement constitute property of the client, only the Shareholders shall hold such property rights, and (c) the Law Firm shall have no duty whatsoever to reveal or disclose any attorney-client communications or files arising out of or relating to the Transaction Engagement to the Company and its Subsidiary, Purchaser or any of their respective Affiliates by reason of any attorney-client relationship between the Law Firm and the Company and its Subsidiary or otherwise. If the Shareholders so desire, and without the need for any consent or waiver by the Company and its Subsidiary or Purchaser, the Law Firm shall be permitted to represent such Shareholders after the Closing in connection with any matter, including anything related to the Transactions. Without limiting the generality of the foregoing sentence, after the Closing. Buyer and Seller , the Law Firm shall be permitted to represent that the Shareholders, any of their respective attorneys affiliates, Family, or representatives, or any one or more of them, in connection with any negotiation, transaction, or dispute (“dispute” includes litigation, arbitration, or other adversarial proceedings) with Purchaser, the Company and its Subsidiary, or any of their respective Affiliates under or relating to this Agreement and the Transactions, such as claims for indemnification and disputes involving other agreements entered into in connection with this Agreement and the Transactions. Upon and after the Closing, the Company and its Subsidiary shall cease to have explained any attorney-client relationship with the Law Firm, unless the Law Firm is specifically engaged in writing following the Closing by an authorized representative of the Company and helped Buyer or Seller, as applicable, evaluate the implications its Subsidiary to represent it and risks either such engagement involves no conflict of waiving the right to assert a future conflict against Seller Counsel or Buyer Counsel, and Buyer and Seller’s consent interest with respect to the Shareholders or the Shareholders consent in writing at the time to such engagement. Any such representation by the Law Firm after the Closing will not affect the provisions of this waiver Section 11.17. For example, and not by way of limitation, even if the Law Firm is fully informedengaged by an authorized representative of the Company and its Subsidiary after the Closing, the Law Firm shall be permitted to simultaneously represent the Shareholders in any matter, including any disagreement or dispute relating thereto. Each of the Parties consent to the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Law Firm of one Party in a dispute against another Party.