Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Counsel, on the one hand, and any Designated Person or HoldCo (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence of this Section 10.15(b). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between New PubCo, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries to assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDR.

Attorney-Client Privilege. In Each of the event of any requests from any Designated Person, New PubCo agrees parties hereto agree that it shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, any attorney-client privilege, attorney work-product protection or protection, and the expectation of client confidence with respect to any pre-Closing communication between any EDR Counsel, on attaching as a result of counsel’s (whether external or internal) representation of each member of the one hand, and any Designated Person or HoldCo (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) Company Group in connection with any Post-Closing Representationthe transactions contemplated by this Agreement, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing PrivilegesMerger, and all rights information and documents covered by such privilege or protection (the “Covered Materials”) shall belong to waive or otherwise control such Pre-Closing Privilegeand be controlled by the Holder Representative, shall and not by the Surviving Entity, following the Closing, and may be retained waived only by EDRthe Holder Representative, and not the Surviving Entity, and shall not pass to or be claimed or used by New PubCo Acquiror or HoldCo, except as provided in the last sentence of this Section 10.15(b)Surviving Entity. Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any Absent the consent of the Designated Persons prior Holder Representative, neither Acquiror nor the Surviving Entity shall have a right to access the Covered Materials following the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtand, in the event that Acquiror or the Surviving Entity access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Holder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between New PubCoAcquiror or the Surviving Entity, on the one hand, and a third party other than a Designated Person(and unaffiliated with) any member of the Company Group, any holder of Units, any Blocker Seller and the Holder Representative, on the other hand, New PubCo after the Closing, (i) where any of such items are relevant, the Holder Representative shall cause HoldCo provide copies of such items to the Acquiror and its Subsidiaries to the Surviving Entity as either of them may request; and (ii) the Surviving Entity may assert the Presuch attorney-Closing Privileges on behalf of the Designated Persons client privilege to prevent disclosure of privileged materials to such third partyCovered Materials; and provided, howeverfurther, that Acquiror and the Surviving Entity may not waive such privilege may be waived only with without the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In Purchaser (on behalf of itself and its Affiliates (including, following the event of any requests from any Designated PersonClosing, New PubCo agrees that it the MMIS Entities)) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the MMIS Entities (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoPurchaser, HoldCo an MMIS Entity and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRSeller, and shall not pass to or be claimed or used by New PubCo Purchaser or HoldCoan MMIS Entity, except as provided in the last sentence of this Section 10.15(b12.16(b). Furthermore, New PubCo Purchaser (on behalf of itself and its Affiliates (including, following the Closing, the MMIS Entities)) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo an MMIS Entity also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoPurchaser or an MMIS Entity, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo Purchaser shall cause HoldCo the MMIS Entities and its Subsidiaries their Affiliates to assert the Pre-Closing Privileges on behalf of the Designated Persons to attempt to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRSeller.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it shall itself and its controlled Affiliates) waives and will not assert, and agrees after the Closing to cause its Subsidiaries controlled Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”)) to the extent solely relating to the negotiation, execution, interpretation, or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to performance of this Agreement or the Closing during one or more Existing Representations other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (collectively, “Pre-Closing Transaction-Related Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Transaction-Related Privileges, and all rights to waive or otherwise control such Pre-Closing Transaction-Related Privilege, shall will be retained by EDRthe Seller, and shall will not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b13.12(b). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo shall the Company may (and may cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Transaction-Related Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials any documentation or information that is subject to an attorney-client privilege or other rights of confidentiality referenced in this Section 13.12 to such third party; provided, however, that such privilege 92 Pre-Closing Transaction-Related Privilege may be waived only with the prior written consent of EDRthe Seller.

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication (a) All communications between any EDR CounselSeller, either Company or any of their respective Affiliates (or any of the foregoing Persons' agents or advisors), on the one hand, and any Designated Person or HoldCo (collectivelyGunster, on the “Pre-Closing Designated Persons”)other hand, or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the extent relating to the negotiation, preparation, execution, delivery or consummation (as applicable) of this Agreement or the Transactions (the "Privileged Communications") on or before the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, Date shall be retained by EDR, deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Sellers and shall not pass to or be claimed by Buyer or used by New PubCo either of the Companies. Accordingly, neither Buyer nor, from and after the Closing, either Company shall have access to any Privileged Communications or HoldCoto the files of Gunster relating to such negotiation, except as provided in the last sentence preparation, execution, delivery or consummation of this Section 10.15(b)Agreement or the Transactions. Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any Without limiting the generality of the Designated Persons prior foregoing in this Section 11.20(a), (i) each Seller (and not Buyer or either Company) shall be the sole holder of the attorney-client privilege with respect to such engagement and the Privileged Communications, and none of Buyer or either Company shall be a holder thereof, (ii) to the Closing extent that files of Gunster in respect of such engagement constitute property of the client, only Sellers (and not Buyer or either Company) shall not be subject hold such property rights and (iii) Gunster shall have no duty whatsoever to reveal or disclose any joint privilege (whether such attorney-client communications or not HoldCo also received such advice files to Buyer or communication prior to the Closing) and shall be owned solely either Company by such Designated Persons. For the avoidance reason of doubt, in the event that a dispute arises any attorney-client relationship between New PubCoGunster, on the one hand, and a third party other than a Designated Personeither Company, on the other hand, New PubCo or otherwise. (b) Sections 11.18 and 11.19 and this Section 11.20 are intended for the benefit of, and shall cause HoldCo be enforceable by, Gunster. Each of Sections 11.18 and its Subsidiaries to assert the Pre-Closing Privileges on behalf 11.19 and this Section 11.20 shall be irrevocable. None of the Designated Persons to prevent disclosure of privileged materials to such third party; providedSection 11.18, however, that such privilege Section 11.19 nor this Section 11.20 may be amended, waived only with or modified, without the prior written consent of EDR.Gunster. Gunster is an intended third party beneficiary of each of Sections 11.18 and 11.19 and this Section 11.20. 71

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person Person, Holding Sub or HoldCo the Company, on the other hand (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior in each case to the Closing extent occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo Holding Sub, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDR, the Seller Parties and shall not pass to or be claimed or used by New PubCo Buyer, Holding Sub or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b11.12(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not HoldCo the Company also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer, Holding Sub or the Company, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Holding Sub or the Company (as applicable) shall (and shall cause HoldCo and its Subsidiaries Affiliates to) assert to assert the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRSeller (on behalf of the Seller Parties), which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. In Each of Acquiror, Merger Sub, and the event Company (each on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, assert any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Counsel, on the one hand, and any Designated Person or HoldCo any of the Company and its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Prior Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoAcquiror, HoldCo Merger Sub, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Company Stockholder, and shall not pass to or be claimed or used by New PubCo Acquiror or HoldCothe Company and its Subsidiaries, except as expressly provided in the last sentence of this Section 10.15(b11.17(b). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoAcquiror or any of the Company and its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent consent, and shall be waived upon the written instruction, of EDRthe Company Stockholder.

Attorney-Client Privilege. In Each of Parent, Merger Sub and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “"Pre-Closing Designated Persons”"), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “"Pre-Closing Privileges”") in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoParent, HoldCo Merger Sub and the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Representative, and shall not pass to or be claimed or used by New PubCo Parent, Merger Sub or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b9.15(b). Furthermore, New PubCo each of Parent, Merger Sub and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Affiliates also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoor among Parent, Merger Sub and the Company or any of its Affiliates, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Representative.

Attorney-Client Privilege. In Each of Parent, Merger Sub and the event of any requests from any Designated Person, New PubCo agrees that it Company waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-communication prior to the Closing communication between any EDR Prior Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Pre‑Closing Designated Persons”)) on the other hand, or any advice given to any Pre-Closing Designated Person by EDR Prior Counsel, in each case occurring prior to during the Closing during one or more Existing Representations (collectively, “Pre-Closing Pre‑Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoParent, HoldCo Merger Sub, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Company Equity Holders and the Stockholder Representative, and shall not pass to or be claimed or used by New PubCo Parent or HoldCothe Company, except as expressly provided in 103 the last sentence of this Section 10.15(b‎10.17(b). Furthermore, New PubCo each of Parent and the Company (each on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, (i) in the event that a dispute arises between New PubCoParent or the Surviving Corporation, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries to the Surviving Corporation may assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged any materials subject to the Pre-Closing Privileges (including any books and records and other documents of the Company containing any advice or communication that is subject to any Pre-Closing Privilege) to such third party; providedparty and (ii) the foregoing provisions of this Section 10.17 shall not extend to any communication or materials not involving the negotiation, however, that documentation and consummation of the transactions contemplated by this Agreement or any claims brought in connection with such privilege may be waived only with the prior written consent of EDR.transactions or this Agreement. 104

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it Buyer waives and shall not assert, and agrees after the Closing to cause the Company and its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence privilege with respect to any pre-communication prior to the Closing communication between any EDR Counsel, on the one hand, Prior Company Counsel and any Designated Person or HoldCo (collectively, occurring during the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Preattorney-Closing Privileges, client privilege and all rights to waive or otherwise control such Preattorney-Closing Privilege, client privilege shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence of this Section 10.15(b)Seller. Furthermore, New PubCo Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to (other than the Closing Company and its Subsidiaries) in connection with this Agreement and the transactions contemplated thereby shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between New PubCo, on the one hand, and a third party Persons (other than a Designated Person, on the other hand, New PubCo shall cause HoldCo Company and its Subsidiaries to assert Subsidiaries). Furthermore, Buyer hereby acknowledges that it has had the Pre-Closing Privileges opportunity (including on behalf of its Affiliates and the Designated Persons Company) to prevent disclosure discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of privileged materials this Agreement, including the opportunity to such third party; providedconsult with counsel other than Prior Company Counsel. This Section 12.15 shall be irrevocable, however, that such privilege and no term of this Section 12.15 may be amended, waived only with or modified, without the prior written consent of EDRthe Seller and Prior Company Counsel affected thereby.

Attorney-Client Privilege. In the event Buyer (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Counsel, on the one hand, and any Designated Person Person, any Purchased Company or HoldCo the Purchased Subsidiary (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by EDR Prior Counsel, occurring prior to in each such case during the Closing during one or more Existing Representations Representation (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo Buyer and their respective Subsidiariesits Affiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRSellers, and shall not pass to or be claimed or used by New PubCo Buyer, any Purchased Company or HoldCothe Purchased Subsidiary, except as provided in the last sentence of this Section 10.15(b9.16(b). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer, any Purchased Company or the Purchased Subsidiary, on the one hand, and a third third-party other than a Designated Person, on the other hand, New PubCo Buyer shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third third-party; provided, however, that such privilege may be waived only with the prior written consent consent, and shall be waived upon the written instruction, of EDRSeller Parent.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRsuch Designated Persons and asserted by the Holder Representative on their behalf, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b13.16(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between New PubCoone or more of Buyer, the Company and their respective Affiliates, on the one hand, and any of the Designated Persons, on the other hand, then the Company shall make available to the Holder Representative, acting on behalf of the applicable Designated Persons, all books and records of the Company and its Subsidiaries relevant to the dispute, and the Company shall (and shall cause its Affiliates to) waive any Pre-Closing Privileges of the Company or its Affiliates applicable to such books and records. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative, acting on behalf of the applicable Designated Persons (which consent will not be unreasonably withheld, conditioned or delayed).

Attorney-Client Privilege. In the event Each of any requests from any Designated Person, New PubCo agrees that it Purchaser (on behalf of itself and its Affiliates) and NewCo (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-work product protection or expectation of client confidence with respect to any pre-Closing communication confidential communications between any EDR Prior Parent Counsel, on the one hand, and any Designated Person or HoldCo Person, on the other hand (collectively, the “Pre-Closing Designated Persons”), or any legal advice given to any Pre-Closing Designated Person by EDR any Prior Parent Counsel, occurring prior in each case to the Closing during extent occurring in the course of one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo NewCo and their respective Subsidiariesits Affiliates (including the Transferred Subsidiaries and Transferred Joint Ventures after Closing) and Purchaser and its Affiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDR, Parent and shall not pass to or be claimed or used by New PubCo NewCo, Purchaser, any Transferred Subsidiary or HoldCo, any Transferred Joint Venture except as provided in the last sentence of this Section 10.15(b9.15(b). Furthermore, New PubCo each of Purchaser (on behalf of itself and its Affiliates) and NewCo (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not HoldCo any Transferred Subsidiary or any Transferred Joint Venture also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding anything to the avoidance contrary set forth in the foregoing provisions of doubtthis Section 9.15(b), in the event that a dispute arises between New PubCoPurchaser, NewCo, any Transferred Subsidiary, or any Transferred Joint Venture on the one hand, and a third party Third Party other than a Designated Person, on the other hand, New PubCo such Transferred Subsidiary or Transferred Joint Venture shall (and shall cause HoldCo and its Subsidiaries Affiliates to) assert to assert the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third partyThird Party; provided, however, that such privilege may be waived only with the prior written consent of EDRParent, which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. In the event Each Buyer and each Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the applicable Company, on the other hand (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior in each case to the Closing extent occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyers, HoldCo the Companies and their respective SubsidiariesAffiliates, it being the intention of the parties Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing PrivilegePrivileges, shall be retained by EDRSellers, and shall not pass to or be claimed or used by New PubCo Buyers or HoldCothe Companies, except as provided in the last sentence of this Section 10.15(b8.10(b). Furthermore, New PubCo each Buyer and each Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not HoldCo either of the Companies also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyers or either Company, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo such Company shall (and shall cause HoldCo and its Subsidiaries respective Affiliates to) assert to assert the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRSellers, which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its controlled Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries controlled Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective Subsidiariescontrolled Affiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Holder Representative, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b‎13.16(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its controlled Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries controlled Affiliates to) use commercially reasonable efforts to assert the Pre-Closing Privileges on behalf of the Designated Persons Persons, at the sole cost and expense of such Designated Person, to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it Buyer waives and shall not assert, and agrees after the Closing to cause the Company and its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence privilege with respect to any pre-Closing communication between any EDR Counsel, on the one hand, Prior Company Counsel and any Designated Person or HoldCo (collectively, occurring during the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Preattorney-Closing Privileges, client privilege and all rights to waive or otherwise control such Preattorney-Closing Privilege, client privilege shall be retained by EDR, and the Holder Representative; provided that the foregoing shall not pass extend to any communication not involving this Agreement or be claimed any other agreements or used by New PubCo transactions contemplated hereby, or HoldCorelated disputes, except as provided in or to communications with any Person other than the last sentence of this Section 10.15(b)Designated Persons and their advisors. Furthermore, New PubCo Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to (other than the Closing Company and its Subsidiaries) shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between New PubCo, on the one hand, and a third party Persons (other than a Designated Person, on the other hand, New PubCo shall cause HoldCo Company and its Subsidiaries Subsidiaries); provided that the foregoing shall not extend to assert any communication not involving this Agreement or any other agreements or transactions contemplated hereby, or related disputes, or to communications with any Person other than the Pre-Closing Privileges Designated Persons and their advisors. Buyer hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Designated Persons Company) to prevent disclosure discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of privileged materials this Agreement, including the opportunity to such third party; providedconsult with counsel other than Prior Company Counsel. This Section 13.16 shall be irrevocable, however, that such privilege and no term of this Section 13.16 may be amended, waived only with or modified, without the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In Each of Parent, the event of any requests from any Designated Person, New PubCo agrees that it Merger Subs and the Company waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-communication prior to the Closing communication between any EDR Prior Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by EDR Prior Counsel, in each case occurring prior to during the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoParent, HoldCo the Merger Subs, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Company Equity Holders and the Securityholder Representative, and shall not pass to or be claimed or used by New PubCo Parent or HoldCothe Company, except as expressly provided in the last sentence of this Section 10.15(b12.18(b). Furthermore, New PubCo each of Parent and the Company (each on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, (i) in the event that a dispute arises between New PubCoParent or the Surviving Company, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries to the Surviving Company may assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged any materials subject to the Pre-Closing Privileges (including any books and records and other documents of the Company containing any advice or communication that is subject to any Pre-Closing Privilege) to such third party; providedparty and (ii) the foregoing provisions of this Section 12.18 shall not extend to any communication or materials not involving the negotiation, however, that documentation and consummation of the transactions contemplated by this Agreement or any claims brought in connection with such privilege may be waived only with the prior written consent of EDRtransactions or this Agreement.

Attorney-Client Privilege. In Each of Parent and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior that (i) relates to the Closing during one negotiation, documentation or more Existing Representations consummation of the transactions contemplated hereby or by any of the other Transaction Documents or, beginning on the date of this Agreement, any dispute arising under this Agreement and (ii) is subject to any attorney-client privilege, attorney work-product protection or expectation of client confidence (collectively, “Pre-Closing PrivilegesPrivileged Communications”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence of this Section 10.15(b). Furthermore, New PubCo each of Parent and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing Privileged Communications shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoParent or the Surviving Corporation or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Surviving Corporation shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges any applicable privileges or protections on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Communications to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Securityholders’ Representative, acting on behalf of the applicable Designated Person.

Attorney-Client Privilege. In Each of the event Acquiror Parties and the Company (each on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, assert any attorney-client privilege, attorney work-work- product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR the applicable Prior Counsel, on the one hand, and any corresponding Designated Person or HoldCo (collectivelythat is not the waiving party hereunder), on the “Pre-Closing Designated Persons”)other hand, or any advice given to any Pre-Closing such corresponding Designated Person by EDR the applicable Prior Counsel, occurring prior to the Closing during one or more applicable Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any such corresponding Designated Person and one or more members of New PubCo, HoldCo and their respective Subsidiariesthe Post-Closing Group, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRany such corresponding Designated Person, and shall not pass to or be claimed or used by New PubCo Acquiror or HoldCothe Company and its Subsidiaries, except as expressly provided in the last sentence of this Section 10.15(b11.17(b). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoany member of the Post-Closing Group, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo such member of the Post-Closing Group shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the applicable Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent consent, and shall be waived upon the written instruction, of EDRsuch applicable Designated Person.

Attorney-Client Privilege. In From and after the event Closing, each of any requests from any Designated PersonBuyer, New PubCo agrees that it Blocker and the Company (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person Person, Blocker, the Company or HoldCo any Company Subsidiary (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by EDR Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo Blocker, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Sellers, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b7.8(b). Furthermore, New PubCo each of Buyer, Blocker and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo Blocker, the Company or any Company Subsidiary also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer, Blocker, the Company and their respective Affiliates, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Seller Representative, acting on behalf of the applicable Designated Person.

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo The Buyer hereby waives and agrees that it shall to not assert, and agrees to cause the Acquired Companies to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, after the Closing to cause its Subsidiaries Date, of the Seller and/or any Seller Indemnified Party in any dispute with the Buyer or any of the Acquired Companies or any other matter involving the Contemplated Transactions (“Post-Closing Representation”), by Ropes & Xxxx LLP or any other legal counsel currently representing either of the Acquired Companies (each, a “Prior Company Counsel”) in connection with the Contemplated Transactions (“Pre-Closing Representation”). The Buyer further waives and agrees to not assert, any attorney-client privilegeand agrees to cause the Acquired Companies to waive and not assert, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Counsel, on the one hand, and any Designated Person or HoldCo (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection any attorney-client privilege with a dispute respect to any communication between any Designated Person Prior Company Counsel and one either Acquired Company and/or any officer, employee or more director of New PubCo, HoldCo and their respective Subsidiaries, either Acquired Company that relates to the Pre-Closing Representation relating to this Agreement or -47- the Contemplated Transactions (it being the intention of the parties hereto that all rights to such Preattorney-Closing Privilegesclient privilege, and all rights including the right to waive or otherwise control such Preattorney-Closing Privilegeclient privilege, shall be retained held by EDRthe Seller). This Section 8.7 is for the benefit of the Seller and each Prior Company Counsel, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence Seller and each Prior Company Counsel are intended third party beneficiaries of this Section 10.15(b)8.7. Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and This Section 8.7 shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between New PubCo, on the one handirrevocable, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries to assert the Pre-Closing Privileges on behalf no term of the Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege this Section 8.7 may be amended, waived only with or modified, without the prior written consent of EDRthe Seller and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo (collectivelythe Company, on the “Pre-Closing Designated Persons”)other hand, or any advice given to any Pre-Closing Designated Person or the Company by EDR any Prior Company Counsel, occurring prior in each case to the Closing during extent related to one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing PrivilegePrivileges, shall be retained by EDRSeller, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b8.10(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of themselves and their respective Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not HoldCo the Company also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or the Company, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company may and shall (and shall cause HoldCo and its Subsidiaries respective Affiliates to) assert to assert the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRSeller, which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. In Each of Industrea and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoIndustrea, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Holder Representative, and shall not pass to or be claimed or used by New PubCo Industrea or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b13.16(b). Furthermore, New PubCo each of Industrea and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoIndustrea or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assertassert (in each case, except against third parties), and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing privileged communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any privileged advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Seller Representative, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b10.13(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any privileged advice given to or privileged communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company also received such advice or communication prior to the Closingcommunication) and shall be owned controlled solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or the Company or any of its Affiliates, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall cause HoldCo and its Subsidiaries be permitted to assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Seller Representative.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries (in the Buyer’s case, the Surviving Corporation’s) Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during extent occurring solely with respect to one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with Representation that involves a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe applicable Designated Person, and shall not pass to or be claimed or used by New PubCo the Surviving Corporation or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b12.16(b). Furthermore, New PubCo each of the Surviving Corporation and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice primarily given to or communication primarily with any of the Designated Persons prior with respect to the Closing an Existing Representation shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCothe Surviving Corporation or the Company or any of its Subsidiaries, on the one hand, and a third party other than a the applicable Designated PersonPerson that retained the Pre-Closing Privilege, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the applicable Designated Persons to prevent disclosure of privileged materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe applicable Designated Person.

Attorney-Client Privilege. In All communications between a Company Seller, its Affiliates or the event of any requests from any Designated Person, New PubCo agrees that it shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR CounselCompany, on the one hand, and any Designated Person or HoldCo (collectivelyXxxxxxxx & Xxxxx LLP, on the other, that are attorney-client privileged and that solely relate to the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby shall be deemed to be attorney-client confidence and communications that belong solely to the Company Sellers and their Affiliates, and not that of the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative. Absent the written consent of Stockholder Representative, neither Parent, the “Pre-Closing Designated Persons”), Surviving Corporation or any advice given to of their Affiliates or any PrePerson acting on their behalf shall assert that the attorney-Closing Designated Person by EDR Counsel, occurring prior client privilege of the Company related to the Merger was waived due to the transfer of attorney-client privileged material after the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”either because they were included in the computer server(s) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive Surviving Corporation or were otherwise control such Pre-Closing Privilege, shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in within the last sentence records of this Section 10.15(bthe Surviving Corporation after the Closing). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoParent or its Affiliates (including the Surviving Corporation), on the one hand, and a third party other than a Designated Personparty, on the other hand, New PubCo shall cause HoldCo Parent and its Subsidiaries to Affiliates (including the Surviving Corporation) may assert the Preattorney-Closing Privileges on behalf of the Designated Persons client privilege to prevent disclosure of privileged materials confidential communications to such third party; provided, however, that neither Parent nor any of its Affiliates (including the Surviving Corporation) may waive such privilege may be waived only with without the prior written consent of EDRthe Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Parent or any of its Affiliates (including the Surviving Corporation) is legally required by an Order or otherwise legally required to access or obtain a copy of all or a portion of the privileged communications, to the extent (a) permitted by applicable Law and (b) advisable in the Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. opinion of Xxxxxx’s counsel, Parent shall notify the Stockholder Representative in writing so that the Stockholder Representative can seek a protective order (at the Company Sellers’ sole cost and expense).

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it Buyer waives and shall not assert, and agrees after the Closing to cause the Company and its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence privilege with respect to any pre-Closing all communication between any EDR Counsel, on the one hand, Prior Company Counsel and any Designated Person or HoldCo (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior that relate to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Preattorney-Closing Privileges, client privilege and all rights to waive or otherwise control such Preattorney-Closing Privilege, client privilege shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence of this Section 10.15(b)Holder Representative. Furthermore, New PubCo Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior (other than the Company and its Subsidiaries) that relate to the Closing Current Representation shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons (other than the Company and its Subsidiaries). Portions of the books and records of the Company containing any such privileged communications shall be excluded from the purchase, and the Holder Representative shall cause such privileged communications to be separated or, to the extent not capable of being separated from the books and records, redacted from the books and records of the Company and distributed to the Holder Representative (on behalf of the applicable Designated Persons. For ) immediately prior to the Closing with no copies of such privileged communications retained by the Company or any of its Subsidiaries, provided that, for the avoidance of doubt, in the event remaining portions of the books and records of the Company that a dispute arises between New PubCo, on do not constitute such privileged communications may be retained by the one handCompany and/or its Subsidiaries. The parties agree to take, and a third party other than a Designated Personto cause their respective Affiliates to take, on all steps necessary to implement this Section 12.17. Buyer hereby acknowledges that it has had the other hand, New PubCo shall cause HoldCo and its Subsidiaries to assert the Pre-Closing Privileges opportunity (including on behalf of its Affiliates and the Designated Persons Company) to prevent disclosure discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of privileged materials this Agreement, including the opportunity to such third party; providedconsult with counsel other than Prior Company Counsel. This Section 12.17 shall be irrevocable, however, that such privilege and no term of this Section 12.17 may be amended, waived only with or modified, without the prior written consent of EDRthe Holder Representative and its Affiliates and Prior Company Counsel affected thereby.

Attorney-Client Privilege. In Buyer and each of the event Companies (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client attorney‑client privilege, attorney work-product work‑product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo either Company (collectively, the “Pre-Closing Pre‑Closing Designated Persons”), or any advice given to any Pre-Closing Pre‑Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Pre‑Closing Privileges”) in connection with any Post-Closing Post‑Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Companies and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Pre‑Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Pre‑Closing Privilege, shall be retained by EDRthe Holder Representative, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Companies, except as provided in the last sentence of this Section 10.15(b14.16(b). Furthermore, New PubCo Buyer and each of the Companies (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo a Company also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or either ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. Company, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo such Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Pre‑Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In Each of the event Purchaser and the Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “"Pre-Closing Designated Persons”"), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “"Pre-Closing Privileges”") in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCothe Purchaser, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Holder Representative, and shall not pass to or be claimed or used by New PubCo the Purchaser or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b9.15(b). Furthermore, New PubCo each of the Purchaser and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Affiliates also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCothe Purchaser or the Company or any of its Affiliates, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In the event Each of any requests from any Designated Person, New PubCo agrees that it Investor (on behalf of itself and its Affiliates) and NewCo (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-work product protection or expectation of client confidence with respect to any pre-Closing communication confidential communications between any EDR Prior AT&T Counsel, on the one hand, and any Designated Person or HoldCo Person, on the other hand (collectively, the “Pre-Closing Designated Persons”), or any legal advice given to any Pre-Closing Designated Person by EDR any Prior AT&T Counsel, occurring prior in each case to the Closing during extent occurring in the course of one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo NewCo and their respective Subsidiariesits Affiliates (including the Transferred Subsidiaries after Closing) and Investor and its Affiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDR, AT&T and shall not pass to or be claimed or used by New PubCo NewCo, Investor or HoldCo, any Transferred Subsidiary except as provided in the last sentence of this Section 10.15(b). Furthermore, New PubCo each of Investor (on behalf of itself and its Affiliates) and NewCo (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not HoldCo any Transferred Subsidiary also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding anything to the avoidance contrary set forth in the foregoing provisions of doubtthis Section 10.15(b), in the event that a dispute arises between New PubCoInvestor, NewCo or any Transferred Subsidiary, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo such Transferred Subsidiary shall (and shall cause HoldCo and its Subsidiaries Affiliates to) assert to assert the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRAT&T, which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRsuch Designated Persons and asserted by the Joint Holder Representatives on their behalf, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b13.16(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, (i) in the event that a dispute arises between New PubCoBuyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries to the Company may assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; , provided, however, that such privilege may be waived only with the prior written consent of EDRthe Joint Holder Representatives, acting on behalf of the applicable Designated Persons (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the foregoing provisions of this Section 13.16(b) shall not extend to any communication or materials not involving the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any claims brought in connection with such transactions or this Agreement.

Attorney-Client Privilege. In Each of Buyer and the event Company (on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR Prior Company Counsel, on the one hand, and any Designated Person or HoldCo the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR any Prior Company Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Holder Representative, and shall not pass to or be claimed or used by New PubCo Buyer or HoldCothe Company, except as provided in the last sentence of this Section 10.15(b13.16(b). Furthermore, New PubCo each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo the Company or one more of its Subsidiaries also received such advice or communication prior to the Closingcommunication) and shall be owned solely by such Designated Persons. For Notwithstanding the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoBuyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials subject to attorney-client privilege to such third party; provided, however, that such privilege may be waived only with the prior written consent of EDRthe Holder Representative.

Attorney-Client Privilege. In All communications between a Company Indemnitor, its Affiliates or the event of any requests from any Designated Person, New PubCo agrees that it shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR CounselCompany, on the one hand, and any Designated Person Xxxxxxx Procter LLP, on the other, that are attorney-client privileged and solely to the extent that they relate to the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby shall be deemed to be attorney-client confidence and communications that belong solely to the Company Indemnitors and their Affiliates, and not to the Company or HoldCo (collectivelythe Surviving Corporation following the Closing, and may be waived only by the Stockholder Representative. Absent the written consent of Stockholder Representative, neither Parent, the “Pre-Closing Designated Persons”), Surviving Corporation or any advice given to of their Affiliates or any PrePerson acting on their behalf shall assert that the attorney-Closing Designated Person by EDR Counsel, occurring prior client privilege of the Company related to the Merger was waived due to the transfer of attorney-client privileged material after the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”either because they were included in the computer server(s) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCo, HoldCo and their respective Subsidiaries, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive Surviving Corporation or were otherwise control such Pre-Closing Privilege, shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in within the last sentence records of this Section 10.15(bthe Surviving Corporation after the Closing). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoParent or its Affiliates (including the Surviving Corporation), on the one hand, and a third party other than a Designated Personparty, on the other hand, New PubCo shall cause HoldCo Parent and its Subsidiaries to Affiliates (including the Surviving Corporation) may assert the Preattorney-Closing Privileges on behalf of the Designated Persons client privilege to prevent disclosure of privileged materials confidential communications to such third party; provided, however, that neither Parent nor any of its Affiliates (including the Surviving Corporation) may waive such privilege may be waived only with without the prior written consent of EDRthe Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Parent or any of its Affiliates (including the Surviving Corporation) is legally required by an Order or otherwise legally required to access or obtain a copy of all or a portion of the privileged communications, to the extent (a) permitted by applicable Law and (b) advisable in the opinion of Parent’s counsel, Parent shall notify the Stockholder Representative in writing so that the Stockholder Representative can seek a protective order (at the sole cost and expense of the Company Indemnitors).

Attorney-Client Privilege. In the event of any requests from any Designated Person, New PubCo agrees that it Buyer waives and shall not assert, and agrees after the Closing to cause its Subsidiaries the Acquired Companies, the Related Consolidated Entities and their respective Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence privilege with respect to any pre-Closing communication between any EDR Counsel, on the one hand, Prior Company Counsel and any Designated Person or HoldCo (collectively, occurring during the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by EDR Counsel, occurring prior to the Closing during one or more Existing Representations (collectively, “Pre-Closing Privileges”) Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of New PubCoBuyer, HoldCo the Acquired Companies, the Related Consolidated Entities and their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Preattorney-Closing Privileges, client privilege and all rights to waive or otherwise control such Preattorney-Closing Privilege, client privilege shall be retained by EDR, and shall not pass to or be claimed or used by New PubCo or HoldCo, except as provided in the last sentence of this Section 10.15(b)Seller. Furthermore, New PubCo Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons prior with respect to the Closing Current Representation shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by Seller. The portion of the books and records of the Acquired Companies and Related Consolidated Entities containing any such Designated Persons. For privileged communications shall be excluded from the avoidance of doubt, in the event that a dispute arises between New PubCo, on the one handpurchase, and a third party other than a Designated Person, on the other hand, New PubCo shall cause HoldCo and its Subsidiaries be distributed to assert the Pre-Closing Privileges Seller (on behalf of the applicable Designated Persons Persons) immediately prior to prevent disclosure the Closing with no copies retained by the Acquired Companies, the Related Consolidated Entities or any of privileged materials their respective Subsidiaries. Buyer hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates) to such third party; provideddiscuss and obtain adequate information concerning the significance and material risks of, howeverand reasonable available alternatives to, that such privilege the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.15 shall be irrevocable, and no term of this Section 9.15 may be amended, waived only with or modified, without the prior written consent of EDRSeller and its Affiliates and Prior Company Counsel affected thereby.

Attorney-Client Privilege. In Each of Acquiror, Merger Sub, and the event Company (each on behalf of any requests from any Designated Person, New PubCo agrees that it itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to not assert, assert any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any pre-Closing communication between any EDR their respective legal counsel (“Prior Counsel”), on the one hand, and any Designated Person of the Acquiror’s, Merger Sub’s or HoldCo the Company’s or Subsidiaries’ respective officers, employees and directors (collectively, the “Pre-Closing Designated Persons”)) on the other hand, or any advice given to any Pre-Closing Designated Person by EDR Prior Counsel, occurring prior relating to the Closing during one this Agreement or more any other Transaction Documents or transactions contemplated hereby or thereby (including any matter that may be related to litigation, a claim or dispute arising under or related to this Agreement or such other Transaction Documents or in connection with such transactions) (each, an “Existing Representations Representation”) (collectively, “Pre-Closing Privileges”) in connection with any Postpost-Closing Representationclosing representation, including in connection with a dispute between any Designated Person and one or more of New PubCoAcquiror, HoldCo Merger Sub, the Company and their respective SubsidiariesAffiliates, it being the intention of the parties hereto Parties that all rights to such Pre-Closing Privileges, and all rights to waive waiver or otherwise control such Pre-Closing Privilege, shall be retained by EDRthe Company Stockholder, and shall not pass to or be claimed or used by New PubCo Acquiror or HoldCothe Company and its Subsidiaries, except as expressly provided in the last sentence of this Section 10.15(b11.17(c). Furthermore, New PubCo acknowledges and agrees that any advice given to or communication with any of Notwithstanding the Designated Persons prior to the Closing shall not be subject to any joint privilege (whether or not HoldCo also received such advice or communication prior to the Closing) and shall be owned solely by such Designated Persons. For the avoidance of doubtforegoing, in the event that a dispute arises between New PubCoAcquiror or any of the Company and its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, New PubCo the Company shall (and shall cause HoldCo and its Subsidiaries to Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials Privileged Materials (defined below) to such third party; provided, however, that such privilege may be waived only with the prior written consent consent, and shall be waived upon the written instruction, of EDRthe Company Stockholder.