Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. The Parent and the Surviving Corporation hereby agree that, in the event a dispute arises after the Closing between Parent or the Surviving Corporation or any Company Subsidiary and the Securityholders’ Representative (or any Company Securityholder), Winston & ▇▇▇▇▇▇ LLP may represent the Securityholders’ Representative or the Company Securityholder in such dispute even though the interests of the Securityholders’ Representative or the Company Securityholder may be directly adverse to the Company, and even though Winston & ▇▇▇▇▇▇ LLP may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Affiliates. Parent, the Securityholders’ Representative and the Company further agree that, as to all communications between Winston & ▇▇▇▇▇▇ LLP, the Company, the Securityholders’ Representative and the Company Securityholders that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Securityholders’ Representative and the Company Securityholders and may be controlled by the Securityholders’ Representative and the Company Securityholders, and shall not pass to or be claimed or controlled by the Surviving Corporation or Parent; provided that neither the Securityholders’ Representative nor the Company Securityholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event a dispute arises between the Parent or the Company and a Person other than the Securityholders’ Representative or a Company Securityholder after the Closing, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by Winston & ▇▇▇▇▇▇ LLP to such Person; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Securityholders’ Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. The (a) Parent and the Surviving Corporation CAG, on behalf of their respective successors and assigns hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the shareholders or holders of other equity interests of Parent and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the Surviving Corporation or any Company Subsidiary and the Securityholders’ Representative (or any Company Securityholder“Parent Group”), Winston & on the one hand, and Parent and/or any member of the Company Conflict Group, on the other hand, any legal counsel (including G▇▇▇▇▇▇▇ LLP M▇▇▇▇▇) that represented Parent prior to the Closing may represent any other member of the Securityholders’ Representative Parent Group in such dispute, even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or any other member of the Company Conflict Group. Parent and CAG further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including G▇▇▇▇▇▇▇ M▇▇▇▇▇) that represented Parent and/or any other member of the Parent Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Parent Group and shall be controlled by the Parent Group, and shall not pass to or be claimed or controlled by Parent or CAG. Notwithstanding the foregoing, any privileged communications or information shared by CAG prior to the Closing with Parent and/or any other member of the Parent Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of Parent. (b) CAG and Parent, on behalf of their respective successors and assigns hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among the stockholders or holders of other equity interests of CAG and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the “Company Securityholder Conflict Group”), on the one hand, and the Companies and/or any member of the Parent Group, on the other hand, any legal counsel (including Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP) that represented CAG prior to the Closing may represent Parent and any member of the Company Group in such dispute even though the interests of the Securityholders’ Representative or the Company Securityholder such Persons may be directly adverse to the CompanyCompanies, and even though Winston & ▇▇▇▇▇▇ LLP such counsel may have represented the Company or a Company Subsidiary CAG in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its AffiliatesCompanies. Parent, the Securityholders’ Representative Parent and the Company CAG further agree that, as to all legally privileged communications prior to the Closing between Winston & or among any legal counsel (including Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ) that represented the Company, Companies prior to the Securityholders’ Representative Closing and the Company Securityholders any one or more such Persons that relate in any way to the transactions contemplated by this Agreementhereby, the attorney-/client privilege and the expectation of client confidence belongs to the Securityholders’ Representative Company Group and the Company Securityholders and may shall be controlled by the Securityholders’ Representative and the Company SecurityholdersCAG, and shall not pass to or be claimed or controlled by the Surviving Corporation or Parent; provided that neither the Securityholders’ Representative nor the Company Securityholders shall waive such attorney-client privilege other than Parent (after giving effect to the extent appropriate in connection with Closing) or the enforcement or defense of their respective rights or obligations existing under this AgreementCompanies. Notwithstanding the foregoing, in any privileged communications or information shared by Parent prior to the event a dispute arises between the Parent or Closing with any member of the Company and Group under a Person other than common interest agreement shall remain the Securityholders’ Representative privileged communications or a Company Securityholder after the Closing, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure information of confidential communications by Winston & ▇▇▇▇▇▇ LLP to such Person; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Securityholders’ Representative, which consent will not be unreasonably withheldParent.

Conflicts and Privilege. The Parent Buyer, the Sellers and the Surviving Corporation Company hereby agree that, in the event a dispute arises after the Closing between Parent Buyer or the Surviving Corporation or any Company Subsidiary and the Securityholders’ Representative (or any Company Securityholder)▇▇▇▇▇▇▇, Winston ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may represent the Securityholders’ Representative or the Company Securityholder Sellers in such dispute even though the interests of the Securityholders’ Representative or the Company Securityholder Sellers may be directly adverse to the Company, and even though Winston & ▇▇▇▇▇▇ LLP may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its AffiliatesCompany. Parent, the Securityholders’ Representative Buyer and the Company further agree that, as to all communications between Winston & ▇▇▇▇▇▇ LLP, the Company, the Securityholders’ Representative Company and the Company Securityholders Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client client, work product, business strategy or similar protection or privilege and the expectation of client confidence belongs to the Securityholders’ Representative and the Company Securityholders Sellers and may be controlled by the Securityholders’ Representative and the Company Securityholderssame, and shall not transfer, pass to or be claimed or controlled by the Surviving Corporation Company or ParentBuyer notwithstanding the transfer of Common Stock hereunder; provided that neither the Securityholders’ Representative nor the Company Securityholders Sellers shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this AgreementAgreement and the other Transaction Documents. Each of Buyer and, following the Closing, the Company, for itself and their respective directors, managers, partners, members, officers, employees and Affiliates, and each of their successors and assigns, hereby further agree not to take any action that would result in any subsequent waiver of the privilege respecting any such privileged communication. Notwithstanding the foregoing, in the event a dispute arises between the Parent Buyer or the Company and a Person other than the Securityholders’ Representative or a Company Securityholder Sellers after the Closing, the Surviving Corporation Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Winston & ▇▇▇▇▇▇ LLP to such Person; provided, however, that the Surviving Corporation Company may not waive such privilege without the prior written consent of the Securityholders’ Representativeapplicable Seller, which consent will not be unreasonably withheld.