Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers Representative and the Sellers, shall be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) Stockholder Representatives may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse retain existing special counsel to the Company or any of (“Counsel”) to act as its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. The Acquiror and Sub hereby agreesagree that, in advancethe event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that Counsel may hereafter arise represent the Stockholder Representatives in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Stockholder Representatives may be directly adverse to the interests of SPACAcquiror, OpCo and/or Sub, the Company or any of their respective affiliatesits Subsidiaries, including any matters that arise out of this Agreement and even though Counsel may have represented the Company or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to any prior representation by a Company Law Firm of all communications among Counsel, the Company, its Subsidiaries and the Sellers RepresentativeStockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the Sellers attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Stockholder Representatives and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Stockholder Representatives and shall not pass to or be claimed by SPACthe Acquiror, OpCo or Sub, the Company or its Subsidiaries. Notwithstanding the Company Subsidiaries; providedforegoing, furtherin the event that a dispute arises between the Acquiror, that nothing contained herein shall be deemed to be a waiver by Sub, the Company or any of its affiliates (including, Subsidiaries and a third party other than a party to this Agreement after the Closing, SPAC, OpCo the Company and their respective affiliates) of any applicable privileges its Subsidiaries may assert the attorney or protections that can or may be asserted solicitor-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) Member may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse retain counsel to the Company or any of (“Counsel”) to act as its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Each of Buyer and Buyer Ultimate Parent hereby agreesagrees that, in advancethe event that a dispute arises after the Closing between Buyer and/or Buyer Ultimate Parent and the Member, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that Counsel may hereafter arise represent the Member in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Member may be directly adverse to the interests of SPACBuyer, OpCo and/or Buyer Ultimate Parent, the Company or any of their respective affiliatesthe Subsidiaries, including any matters that arise out of this Agreement and even though Counsel may have represented the Company or that are the Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Buyer, Buyer Ultimate Parent, the Company or the Subsidiaries. Each of Buyer and Buyer Ultimate Parent further agrees that, as to any prior representation by a Company Law Firm of all communications among Counsel, the Company, the Sellers RepresentativeSubsidiaries and the Member that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Member and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Member and shall not pass to or be claimed by SPACthe Buyer, OpCo or Buyer Ultimate Parent, the Company or the Company Subsidiaries; provided. Notwithstanding the foregoing, furtherin the event that a dispute arises between Buyer, that nothing contained herein shall be deemed to be a waiver by Buyer Ultimate Parent, the Company or any of its affiliates (including, the Subsidiaries and a third party other than a party to this Agreement after the Closing, SPAC, OpCo the Company and their respective affiliates) of any applicable privileges or protections that can or the Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that neither the Company nor the Subsidiaries may waive such privilege without the prior written consent of the Member.

Conflicts and Privilege. Buyer, Buyer Parent, the Companies and the Subsidiaries hereby agree that, in the event a dispute arises under or in connection with this Agreement after the Closing between Buyer, Buyer Parent, the Companies or the Subsidiaries, on the one hand, and Seller, on the other hand, Xxxxxxx Xxxxxxx Xxxxxx LLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to the Companies or the Subsidiaries, and even though Xxxxxxx Xxxxxxx Xxxxxx LLP may have represented the Companies or the Subsidiaries in a matter substantially related to the dispute, or may be handling ongoing matters for the Companies and the Subsidiaries. Buyer, Buyer Parent, the Companies, the Subsidiaries and Seller further agree that, as to all communications between Xxxxxxx Xxxxxxx Xxxxxx LLP, the Companies, the Subsidiaries and Seller that relate, both prior to or after the Closing, to (a) The parties agree thatthe transactions contemplated by this Agreement, notwithstanding including without limitation the fact that Eversheds Sutherland (US) LLP negotiation, preparation, execution, delivery and Xxxxxxxx Xxxxxxxx & Schole LLP (togetherclosing under, the “Company Law Firms”) may haveor any dispute arising under or in connection with this Agreement which, immediately prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will would be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented covered by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilegeprivilege of Seller and its counsel, and (b) the DFS Subpoena, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Seller and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Seller, and shall not pass to or be claimed or controlled by SPAC, OpCo the Companies or the Company or the Company Subsidiaries; provided, furtherthat Seller 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 Agreement. Notwithstanding the foregoing, in the event a dispute arises between Buyer, Buyer Parent, the Companies or the Subsidiaries and a person other than Seller after the Closing, the Companies or the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx Xxxxxxx Xxxxxx LLP to such person. Other than as explicitly set forth in this Section 12.12, the parties hereto acknowledge that nothing contained herein any attorney-client privilege attaching as a result of legal counsel representing the Companies and the Subsidiaries prior to the Closing shall be deemed survive the Closing and continue to be a waiver by privilege of the Company or any of its affiliates (includingCompanies and the Subsidiaries, and not Seller, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole Sellers’ Representative has retained Xxxxx Xxxxxx LLP (together, the “Company Law FirmsDM”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Buyer hereby agrees, agrees that in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict the event of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representativea dispute under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to the transactions contemplated hereby or thereby that arises after the Closing between Buyer Indemnified Parties, on the one hand, and the Sellers’ Representative and Sellers, on the other hand, DM may represent the Sellers’ Representative and/or Sellers or their respective affiliates in which such dispute even though the interests of such person are the Sellers’ Representative and/or Sellers may be directly adverse to the interests of SPACBuyer Indemnified Parties, OpCo and/or and even though DM may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are in a matter substantially related to such dispute; provided, however, this Agreement sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or Sellers and the applicable member of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer further agrees that, as to any prior representation by a Company Law Firm of all communications among DM, the Company, the Sellers RepresentativeSellers’ Representative and/or any Seller that relate in any way to the transactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”), the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sellers Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and the Sellers, shall Sellers and may be controlled by the Sellers Sellers’ Representative and the Sellers and shall not pass to or be claimed by SPACBuyer, OpCo or the Company (after Closing) or the Company any of their Subsidiaries; provided, furtherhowever, the parties hereto expressly agree that nothing contained herein the Protected Communications and Associated Rights shall be deemed not include any communications at or prior to be a waiver the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company or any of its affiliates business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (including, after B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, SPAC(x) in the event that a dispute arises between Buyer Indemnified Parties, OpCo on the one hand, and their respective affiliates) of any applicable privileges a third party other than the Sellers’ Representative or protections that can or a Seller, on the other hand, Buyer Indemnified Parties may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such communications to any third partyorder.

Conflicts and Privilege. (a) The parties Parent and the Surviving Corporation hereby agree that, notwithstanding in the fact that Eversheds Sutherland event a dispute arises after the Closing between Parent or the Surviving Corporation or any Company Subsidiary and the Securityholders’ Representative (US) or any Company Securityholder), Winston & Xxxxxx 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 Xxxxxxxx Xxxxxxxx even though Winston & Schole Xxxxxx LLP (togethermay 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 Law Firms”) may havefurther agree that, prior as to the Closingall communications between Winston & Xxxxxx LLP, jointly represented the Company, the Sellers Securityholders’ Representative and the Sellers Company Securityholders that relate in connection with any way to the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholders’ Representative and the Sellers, shall Company Securityholders and may be controlled by the Sellers Securityholders’ Representative and the Sellers Company Securityholders, and shall not pass to or be claimed or controlled by SPACthe 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, OpCo in the event a dispute arises between the Parent or the Company and a Person other than the Securityholders’ Representative or the a Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, Securityholder after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Surviving Corporation may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Winston & Xxxxxx LLP to such communications to any third partyPerson; 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. (a) The It is acknowledged by the parties agree thathereto that the Companies, notwithstanding some or all of the fact that Eversheds Sutherland (US) LLP Sellers and Selling Equityholders, and the Sellers’ Representative have retained Xxxxxx Xxxxxxxx Xxxxxxxx & Schole + Xxxx LLP (together, the “Company Law FirmsWNJ”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that WNJ has not acted as counsel for any other party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual or potential that none of the other parties has the status of a client of WNJ for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of one a dispute arises after the Closing between Purchaser, the Sellers, the Selling Equityholders or more of the Sellers Sellers’ Representative, WNJ may represent the Sellers Sellers, Selling Equityholders or their respective affiliates the Sellers’ Representative in which such dispute even though the interests of such person are the Sellers, Selling Equityholders or Sellers’ Representative may be directly adverse to Purchaser, the interests of SPACother Sellers, OpCo and/or the Company other Selling Equityholders or any of their respective affiliatesthe Companies, including any matters that arise out of this Agreement or that are and even though WNJ may have represented the Companies in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Purchaser or the Companies. Purchaser further agrees that, as to any prior representation by a Company Law Firm of all communications among WNJ and the CompanyCompanies, the Sellers RepresentativeSellers, the Sellers or Selling Equityholders and/or the Sellers’ Representative that relate in any of their respective affiliates. The parties acknowledge and agree thatway to the transactions contemplated by this Agreement, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Sellers’ Representative and the Sellers, shall may be controlled by the Sellers Sellers’ Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo Purchaser or the Company Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed Companies and a third Person other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Companies may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by WNJ to such communications to any third partyPerson; provided, however, that the Companies may waive such privilege without the prior written consent of the Sellers’ Representative.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree thathereto that ACAS, notwithstanding ACEI, ACEII, the fact that Eversheds Sutherland (US) LLP Company and Xxxxxxxx Xxxxxxxx the Securityholder Representative have retained PB and Xxxxxx & Schole Xxxxxx LLP (together, the “Company Law FirmsAP”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that neither PB nor AP has acted as counsel for any other party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual that none of the other parties has the status of a client of PB or potential AP for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of one a dispute arises after the Closing between the Buyer, ACAS, ACEI, ACEII or more of the Sellers Securityholder Representative, PB or AP may represent ACAS, ACEI, ACEII or the Sellers or their respective affiliates Securityholder Representative in which such dispute even though the interests of such person are ACAS, ACEI, ACEII or the Securityholder Representative may be directly adverse to Buyer, the interests of SPACother Securityholders, OpCo and/or the Company or any of their respective affiliatesthe Subsidiaries, including any matters that arise out of this Agreement and even though PB or that are AP, as applicable, may have represented the Company or the Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Buyer, the Company or the Subsidiaries. The Buyer further agrees that, as to any prior representation by a Company Law Firm of all communications among PB or AP and the Company, any Subsidiary, ACAS, ACEI, ACEII and/or the Sellers RepresentativeSecurityholder Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the 36 attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and the Sellers, shall may be controlled by the Sellers Securityholder Representative and the Sellers and shall not pass to or be claimed by SPACthe Buyer, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (includingSubsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company or any Subsidiary and a third party other than a party to this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges the Company or protections that can or such Subsidiary may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by PB or AP to such communications to any third party; provided, however, that neither the Company nor such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the provisions hereof.

Conflicts and Privilege. (a) The parties Parties hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (togetherevent a dispute arises after the Closing between Buyer or any Seller, Sellers’ Representative or any of their Affiliates, Xxxxxxx may represent such Seller, Sellers’ Representative or any of their Affiliates in such dispute even though the “Company Law Firms”) interests of such Seller, Sellers’ Representative or any of their Affiliates may have, prior be directly adverse to the ClosingBuyer or its Affiliates, jointly and even though Xxxxxxx may have represented Buyer or its Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for the CompanyBuyer or its Affiliate. Buyer further agrees, on behalf of itself and its Affiliates, that, as to all communications between Xxxxxxx and any Seller or Sellers’ Representative that relate in any way to the Sellers Representative and the Sellers in connection with transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilegeclient, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiationwork product, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the business strategy or similar protection or privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Sellers’ Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Sellers’ Representative, and shall not transfer, pass to or be claimed or controlled by SPACBuyer or its Affiliates notwithstanding the transfer of Assets hereunder; provided that Seller shall not waive such attorney-client privilege other than to the extent it deems appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, OpCo in the event a dispute arises between Buyer or the Company or the Company Subsidiaries; providedits Affiliate and a Person other than any Seller, further, that nothing contained herein shall be deemed to be a waiver by the Company Sellers’ Representative or any of its affiliates (including, their Affiliates after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or Buyer may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Xxxxxxx to such communications to any third partyPerson; provided, however, that Buyer or its Affiliates may not waive such privilege without the prior written consent of Sellers’ Representative.

Conflicts and Privilege. Parent, on behalf of itself, the Surviving Company and the Operating Company and its respective Affiliates (together, a “Parent Party”), agrees that, notwithstanding any current or prior representation of the Company by Xxxxx & Xxxxxxx LLP (“Xxxxx”), Xxxxx shall be allowed to represent the Stockholder Representative and its Affiliates in any matters and disputes adverse to the Parent Party that either is existing on the date hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby. Parent, on behalf of itself and each Parent Party, hereby (a) The parties agree waives any claim that any Parent Party has or may have that Xxxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, notwithstanding if a dispute arises after the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative Closing between a Parent Party and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company Stockholder Representative or any of its affiliatesAffiliates, including then Xxxxx may represent the Stockholder Representative or any disputes arising out ofof its Affiliates in such dispute, even though the interests of the Stockholder Representative or any of its Affiliates may be directly adverse to the Parent Party and even though Xxxxx may have represented the Company in a matter substantially related to such dispute, or related tomay be handling ongoing matters for the Parent Party. Parent, this Agreement. Each on behalf of SPAC itself and OpCoeach Parent Party, who is also agrees that, as to all communications between or has among Xxxxx and a Company Holder, the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Stockholder Representative, the Sellers or their Company, and/or any of its respective affiliates Affiliates that relate in which the interests of such person are adverse any way to the interests of SPACtransactions contemplated hereby, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Company Holders and the SellersStockholder Representative, shall may not be controlled by the Sellers Representative and the Sellers any Parent Party and shall not pass to or be claimed by SPAC, OpCo the Parent Party or the Company Company. Notwithstanding the foregoing, if a dispute arises between a Parent Party and a third party other than the Stockholder Representative or an Affiliate of the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, Stockholder Representative after the Closing, SPAC, OpCo and their respective affiliatesthen the Parent Party (to the extent applicable) of any applicable privileges or protections that can or may be asserted assert the attorney-client privilege to prevent disclosure to such third party of any confidential communications by Xxxxx; provided, however, that the Parent Party may not waive such communications to any third partyprivilege without the prior written consent of the Stockholder Representative.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) Representatives have retained Xxxxxxx Procter LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, to act as the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent Representatives’ counsel in connection with the Transactions, transactions contemplated hereby. Parent and Acquisition Subsidiary hereby agreesagree that, in advancethe event that a dispute arises after the Closing between the Parent and its Subsidiaries on the one hand, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that the Representatives and the Unitholders on the other hand, Xxxxxxx Procter LLP may hereafter arise represent the Representatives and Unitholders in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Representatives and Unitholders may be directly adverse to the interests of SPACParent, OpCo and/or and its Subsidiaries, and even though Xxxxxxx Procter LLP may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Surviving Company or its Subsidiaries. Parent and Acquisition Subsidiary further agree that, as to any prior representation by a Company Law Firm of all communications among Xxxxxxx Procter LLP, the Company, the Sellers Representativeits Subsidiaries, the Sellers or Representatives and/or any of their respective affiliates. The parties acknowledge Unitholder that relate specifically and agree thatsolely to the transactions contemplated by this Agreement, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely as the same relate or apply to any specific communications as between the Company or any Subsidiary of the Company and Xxxxxxx Procter LLP belongs to the Sellers Representative Representatives and the Sellers, shall Unitholders and the same may be controlled by the Sellers Representative Representatives and the Sellers Unitholders and shall not pass to or be claimed by SPACParent, OpCo or Acquisition Subsidiary, the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Surviving Company or any of its affiliates (includingSubsidiaries. Notwithstanding the foregoing, after in the Closingevent that a dispute arises between Parent, SPACthe Surviving Company and its Subsidiaries on the one hand and a third party other than the Representatives or a Unitholder, OpCo on the other hand, Parent, the Surviving Company and their respective affiliates) of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party.

Conflicts and Privilege. (a) The parties Buyer, the Shareholders and the Company hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) LLP event a dispute arises after the Closing between Buyer or the Company and Xxxxxxxx Xxxxxxxx the Shareholders Agent or the Shareholders, Xxxxxx & Schole LLP (togetherXxxxxx L.L.P. may represent the Shareholders Agent or the Shareholders in such dispute even though the interests of the Shareholders Agent or the Shareholders may be directly adverse to the Company, and even though Xxxxxx & Xxxxxx L.L.P. may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company or its Subsidiaries. Buyer, the “Shareholders Agent, the Shareholders and the Company Law Firms”) may havefurther agree that, prior as to the Closingall communications between Xxxxxx & Xxxxxx L.L.P., jointly represented the Company, the Sellers Representative Shareholders Agent and the Sellers Shareholders that relate in connection with any way to the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Shareholders Agent and the Sellers, shall Shareholders and may be controlled by the Sellers Representative Shareholders Agent and the Sellers Shareholders, and shall not pass to or be claimed or controlled by SPACthe Company; provided that neither the Shareholders Agent nor the Shareholders 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 and the other Transaction Documents. Notwithstanding the foregoing, OpCo in the event a dispute arises between Buyer or the Company and a Person other than the Shareholders Agent or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, Shareholder after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Xxxxxx & Xxxxxx L.L.P. to such communications to any third partyPerson; provided, however, that the Company may not waive such privilege without the 66 prior written consent of the Shareholders Agent, which consent will not be unreasonably withheld.

Conflicts and Privilege. (a) The parties agree that, notwithstanding It is acknowledged by each of the fact Parties that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx the Sellers’ Representative has retained Xxxxxxxxx & Schole Xxxxxxx LLP (together, the “Company Law FirmsXxxxxxxxx”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, . The Buyer hereby agreesagrees that, in advancethe event that a dispute arises after the Closing between the Buyer, to waive (Holdco and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of Subsidiaries on the one or more of hand, and the Sellers’ Representative and the Sellers Representativeon the other hand, Xxxxxxxxx may represent the Sellers’ Representative and the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Sellers’ Representative and the Sellers may be directly adverse to the interests of SPACHoldco and its Subsidiaries, OpCo and/or the Company and even though Xxxxxxxxx may have represented Holdco or any of their respective affiliates, including any matters that arise out of this Agreement or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Holdco or its Subsidiaries. The Buyer further agrees that, as to any prior representation by a Company Law Firm of the Companyall communications among Xxxxxxxxx, Holdco, its Subsidiaries, the Sellers RepresentativeSellers’ Representative and/or any Seller that relate in any way to the Transactions, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Sellers’ Representative and the Sellers, shall Sellers and may be controlled by the Sellers Sellers’ Representative and the Sellers and shall not pass to or be claimed by SPACthe Buyer, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Holdco or any of its affiliates (includingSubsidiaries. Notwithstanding the foregoing, after in the Closingevent that a dispute arises between the Buyer, SPACHoldco and its Subsidiaries on the one hand and a third party other than the Sellers’ Representative or a Seller on the other hand, OpCo the Buyer, Holdco and their respective affiliates) of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither the Buyer, Holdco or its Subsidiaries may waive such privilege without the prior written consent of the Sellers’ Representative.

Conflicts and Privilege. (a) The parties agree thatBuyer acknowledges and agrees that the Non-ESOP Sellers and the Seller Representative shall not be precluded from retaining the services of MFS and ESOP Counsel as its legal counsel, notwithstanding and the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (togetherESOP Trustee shall not be precluded from retaining the services of Polsinelli as its legal counsel, in the “Company Law Firms”) may have, prior to event of any dispute between the Closing, jointly represented Buyer or the Company, on the Sellers Representative one hand, and the Sellers in connection with this AgreementSellers, on the other hand, because such dispute concerns the Contemplated Transactions or whether otherwise involving the Company, notwithstanding, by itself, any result of MFS’s or ESOP Counsel’s prior representation of the Company or Pxxxxxxxxx’x prior representation of the ESOP Trustee. Notwithstanding the sale of the Shares to the Buyer, the Transaction Documents Buyer agrees that neither the Buyer nor the Company shall have the right to assert (and the Transactions, and have also represented Buyer shall cause the Company and/or its affiliates in connection with matters other than not to assert) the Transactions, each Company Law Firm will be permitted in attorney/client privilege as to any attorney/client privileged pre-Closing communications between the future, after the Closing, to represent the Sellers RepresentativeSellers, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to ESOP Trustee, the Company or any officer, director or employee of the Company (for the Company and its officers, directors and employees, only with respect to pre-Closing communications), on one hand, and MFS, ESOP Counsel or Polsinelli on the other hand, to the extent that the privileged communications directly relate to the Contemplated Transactions (“Privileged Communications”), provided, however, that no Seller or any of its affiliatesAffiliates or Representatives may waive any such attorney/client privilege or exception of client confidence in connection with any matter involving a third party without the prior written consent of the Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (including the Acquired Companies), on the one hand, and a third party other than any disputes arising out ofSeller, on the other hand, Buyer and its Affiliates (including the Acquired Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party and the Buyer and the Sellers will share such privilege with respect to such Privileged Communications solely in respect of any such disputes, provided, however, that neither Buyer nor any of its Affiliates (including the Acquired Companies) may waive such privilege with respect to the Privileged Communications without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or related todelayed. Except as set forth herein, this Agreement. Each the parties hereto agree that only the Sellers shall be entitled to assert such attorney/client privilege in connection with any dispute between the parties hereto in connection with such communications following the Closing and the files generated and maintained by MFS, ESOP Counsel and Polsinelli as a result of SPAC MFS’s and OpCoESOP Counsel’s representation of the Company and, who is or has if applicable, the right to be represented by independent counsel Non-ESOP Sellers, and as a result of Pxxxxxxxxx’x representation of the ESOP Trustee, in connection with the Transactions, hereby agrees, in advance, Contemplated Transaction or any efforts to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of sell the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse Shares to the interests of SPAC, OpCo and/or the Company Buyer or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers other Person shall be deemed and become the clients exclusive property of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers Representative and the Sellers, shall be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.as applicable. 96760364_21

Conflicts and Privilege. (a) The parties agree that, notwithstanding Each of the fact Parties hereto acknowledges and agrees that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole Xxxxxxx Procter LLP (together, the “Company Law FirmsXxxxxxx”) may havehas acted as counsel to the Company Entities, prior their Subsidiaries and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Purchaser hereby consents and agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any conflict of interest arising from or in connection with, Xxxxxxx representing the Seller after the Closing, jointly represented including with respect to disputes in which the Company, interests of the Sellers Representative Seller may be directly adverse to the Purchaser and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented its Affiliates (including the Company and/or its affiliates in connection with matters other than the TransactionsEntities and their Subsidiaries). The Purchaser further agrees, each Company Law Firm will be permitted in the futureon behalf of itself and, after the Closing, to represent on behalf of the Sellers RepresentativeCompany Entities and their Subsidiaries, that all communications in any form or format whatsoever between or among any of Xxxxxxx, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to Seller, the Company or Entities and/or any of its affiliatestheir Subsidiaries, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliatesdirectors, including officers, employees or other representatives that relate in any matters that arise out of this Agreement or that are substantially related way to this Agreement or to any prior representation by a Company Law Firm the negotiation, documentation and consummation of the CompanyTransaction (collectively, the Sellers Representative“Deal Communications”) shall be deemed to be retained and owned by Seller, shall be controlled by Seller, and shall not pass to or be claimed by the Purchaser, the Sellers Company Entities or any of their respective affiliatesSubsidiaries. The parties acknowledge and agree that, for the purposes of the All Deal Communications that are attorney-client privilege, privileged (the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers Representative and the SellersSeller, shall be controlled by the Sellers Representative and the Sellers Seller and shall not pass to or be claimed by SPACPurchaser, OpCo the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any Company Entity or a Subsidiary, on the one hand, and a third party other than the Seller, on the other hand, the Purchaser, the Company Entities or the Company or Subsidiaries may assert the Company Subsidiariesattorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such - 52 - third party; provided, furtherhowever, that nothing contained herein shall be deemed to be a waiver by none of the Purchaser, the Company Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its affiliates clients, only Seller shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (includingi) intentionally access or use the Privileged Deal Communications, after including by way of review of any electronic data, communications or other information, or by seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Xxxxxxx. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.Purchaser shall have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP Shareholders’ Representative and Xxxxxxxx Xxxxxxxx & Schole some or all of the other Common Equity Holders have retained Proskauer Rose LLP (together, the “Company Law FirmsProskauer”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Parent and Merger Sub hereby agreesagree that, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest the event that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representativea dispute arises under this Agreement, the Sellers other Transaction Documents or their respective affiliates the transactions contemplated hereby or thereby after the Closing between Parent and its Subsidiaries on the one hand, and the Shareholders’ Representative and/or any Common Equity Holder on the other hand, Proskauer may represent the Shareholders’ Representative and any or all Common Equity Holders in which such dispute even though the interests of such person are the Common Equity Holders may be directly adverse to Parent, the interests of SPACSurviving Corporation and their respective Subsidiaries, OpCo and/or and even though Proskauer may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Proskauer, the Company, its Subsidiaries, the Shareholders’ Representative and/or any of their respective affiliates, including Common Equity Holder that relate in any matters that arise out of way to the transactions contemplated by this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Companyother Transaction Documents, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Shareholders’ Representative and the Sellers, shall Common Equity Holders and may be controlled by the Sellers Shareholders’ Representative and the Sellers Common Equity Holders and shall not pass to or be claimed by SPACParent, OpCo or Merger Sub, the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Surviving Corporation or any of its affiliates (includingSubsidiaries. Notwithstanding the foregoing, after in the Closingevent that a dispute arises between Parent, SPACthe Surviving Corporation and its Subsidiaries on the one hand and a third party other than the Shareholders’ Representative or a Common Equity Holder, OpCo on the other hand, Parent, the Surviving Corporation and their respective affiliates) of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Parent, the Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Shareholders’ Representative. Other than as explicitly set forth in this Section 8.18, the parties hereto acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Surviving Corporation, and not the Shareholders’ Representative and the Common Equity Holders, after Closing.

Conflicts and Privilege. (a) The parties Buyer and the Company hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, event a dispute arises after the “Company Law Firms”) may have, prior to the Closing, jointly represented Closing between Buyer or the Company, on the Sellers Representative one hand, and Seller or any of the Shareholder Parties (the “Seller Group”), on the other, Xxxxxxx Xxxxxxx LLP and/or Xxxxx Xxxx LLC may represent Seller Group in such dispute even though the interests of Seller Group may be directly adverse to the Company, and even though Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer, Seller and the Sellers Company further agree that, as to (i) all communications solely between Xxxxxxx Xxxxxxx LLP, on the one hand, and the Company and Seller Group, on the other, and (ii) all communications solely between Xxxxx Xxxx LLC, on the one hand, and the Company and Seller Group that relate in connection with any way to the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-attorney- client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Seller Group and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Seller Group, and shall not pass to or be claimed or controlled by SPACthe Company; provided, OpCo however, that Seller’s Representative 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 and the other Transaction Documents. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be and a waiver by the Company or any of its affiliates (including, Person other than Seller Group after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Xxxxxxx Xxxxxxx LLP or Xxxxx Xxxx LLC to such communications to any third partyPerson and both Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC shall provide such information as requested by the Company; provided, however, that the Company may not waive such privilege without the prior written consent of Seller’s Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree thathereto that ACAS, notwithstanding ACEI, ACEII, the fact that Eversheds Sutherland (US) LLP Company and Xxxxxxxx Xxxxxxxx the Securityholder Representative have retained PB and Axxxxx & Schole Pxxxxx LLP (together, the “Company Law FirmsAP”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that neither PB nor AP has acted as counsel for any other party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual that none of the other parties has the status of a client of PB or potential AP for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of one a dispute arises after the Closing between the Buyer, ACAS, ACEI, ACEII or more of the Sellers Securityholder Representative, PB or AP may represent ACAS, ACEI, ACEII or the Sellers or their respective affiliates Securityholder Representative in which such dispute even though the interests of such person are ACAS, ACEI, ACEII or the Securityholder Representative may be directly adverse to Buyer, the interests of SPACother Securityholders, OpCo and/or the Company or any of their respective affiliatesthe Subsidiaries, including any matters that arise out of this Agreement and even though PB or that are AP, as applicable, may have represented the Company or the Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Buyer, the Company or the Subsidiaries. The Buyer further agrees that, as to any prior representation by a Company Law Firm of all communications among PB or AP and the Company, any Subsidiary, ACAS, ACEI, ACEII and/or the Sellers RepresentativeSecurityholder Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and the Sellers, shall may be controlled by the Sellers Securityholder Representative and the Sellers and shall not pass to or be claimed by SPACthe Buyer, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (includingSubsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company or any Subsidiary and a third party other than a party to this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges the Company or protections that can or such Subsidiary may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by PB or AP to such communications to any third party; provided, however, that neither the Company nor such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the provisions hereof.

Conflicts and Privilege. (a) The parties Xxxxxxxxx Xxxxxxx LLP has represented the Company in the transactions contemplated by this Agreement and no other Person. Purchaser and the Company hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) event a dispute arises after the Closing between Purchaser or the Company and Stockholders, Xxxxxxxxx Xxxxxxx LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, may represent Stockholders in such dispute even though the “Company Law Firms”) interests of Stockholders may have, prior be directly adverse to the Closing, jointly represented the Company, and even though Xxxxxxxxx Xxxxxxx LLP may have represented the Sellers Representative Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Purchaser, Stockholders and the Sellers Company further agree that, as to all communications between Xxxxxxxxx Xxxxxxx LLP, the Company and Stockholders that relate in connection with any way to the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Stockholders and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Stockholders, and shall not pass to or be claimed or controlled by SPACthe Company; provided that Stockholders 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 and the other Stockholder Documents. Notwithstanding the foregoing, OpCo in the event a dispute arises between Purchaser or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be and a waiver by the Company or any of its affiliates (including, Person other than Stockholders after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Xxxxxxxxx Xxxxxxx LLP to such communications Person; provided, however, that the Company may not waive such privilege without the prior written consent of Stockholders’ Representative, which consent will not be unreasonably withheld. For the avoidance of doubt, no Stockholder shall be required to any third partyuse Xxxxxxxxx Xxxxxxx LLP or is otherwise agreeing to use Xxxxxxxxx Xxxxxxx LLP in the future and representation of Stockholders shall include Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by the parties hereto that the Companies and Shareholder have retained Nyemaster Gxxxx P.C. (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law FirmsShareholder’s Counsel”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that Shareholder’s Counsel has not acted as counsel for any other party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual or potential that none of the other parties has the status of a client of Shareholder’s Counsel for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that a dispute arises after the Closing between Parent and the Shareholder, Shareholder’s Counsel may hereafter arise represent the Shareholder in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Shareholder may be directly adverse to Parent or the interests of SPACCompanies, OpCo and/or and even though Shareholder’s Counsel may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are Companies in a matter substantially related to this Agreement such dispute, or to any prior representation by a Company Law Firm of may be handling ongoing matters for Parent or the Company, the Sellers Representative, the Sellers or any of their respective affiliatesCompanies. The parties acknowledge and agree Parent further agrees that, for as to all communications among Shareholder’s Counsel and the purposes of Companies and the Shareholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Shareholder and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Shareholder and shall not pass to or be claimed by SPAC, OpCo Parent or the Company Companies. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed Companies and a third Person other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Companies may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Shareholder’s Counsel to such communications to any third partyPerson; provided, however, that the Companies may waive such privilege without the prior written consent of the Shareholder.

Conflicts and Privilege. (a) The parties Buyer, the Sellers and the Company hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) event a dispute arises after the Closing between Buyer or the Company and the Xxxxxxx, Xxxxxxx & Xxxxxx LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, may represent the “Company Law Firms”) Sellers in such dispute even though the interests of Sellers may have, prior be directly adverse to the Closing, jointly represented the Company, and even though Winston & Xxxxxx LLP may have represented the Sellers Representative Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer and the Company further agree that, as to all communications between Winston & Xxxxxx LLP, the Company and the Sellers that relate in connection with any way to the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilegeclient, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiationwork product, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the business strategy or similar protection or privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers same, and shall not transfer, pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver controlled by the Company or Buyer notwithstanding the transfer of Common Stock hereunder; provided that the 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 Agreement 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 its affiliates (includingthe privilege respecting any such privileged communication. Notwithstanding the foregoing, in the event a dispute arises between Buyer or the Company and a Person other than the Sellers after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Winston & Xxxxxx LLP to such communications to any third partyPerson; provided, however, that the Company may not waive such privilege without the prior written consent of the applicable Seller, which consent will not be unreasonably withheld.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP Company and the Stockholders have retained Xxxxxxxx Xxxxxxxx & Schole Xxxxx LLP (together, the “Company Law FirmsFillmore”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. The Buyer hereby agreesagrees that, in advancethe event that a dispute arises after Closing between the Buyer and its Subsidiaries (including the Company and its Subsidiaries) on the one hand, and the Stockholders and/or the Stockholders’ Representative on the other hand, relating to waive (the transactions contemplated by this Agreement, Fillmore may represent the Stockholders and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise Stockholders’ Representative in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Stockholders and Stockholders’ Representative may be directly adverse to the interests of SPACBuyer and its Subsidiaries, OpCo and/or and even though Fillmore may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are its Subsidiaries in a matter substantially related to this Agreement or such dispute. The Buyer further agrees that, as to any prior representation by a Company Law Firm of all communications among Fillmore, the Company, its Subsidiaries and/or the Sellers RepresentativeStockholders and Stockholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect privilege belongs to the negotiation, execution Stockholders and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers Stockholders’ Representative and the Sellers, shall be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Buyer or any of its affiliates Subsidiaries (includingincluding the Company and its Subsidiaries) (except to prevent disclosure to any third party). Notwithstanding the foregoing, after in the Closingevent that a dispute arises between the Buyer, SPACthe Company and its Subsidiaries on the one hand and a third party other than the Stockholders or Stockholders’ Representative on the other hand, OpCo the Buyer, the Company and their respective affiliates) of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither the Buyer, the Company or its Subsidiaries may waive such privilege without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior Stockholders’ Representative has retained Xxxxxxx to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Parent and MergerCo hereby agreesagree that, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest the event that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of a dispute arises after the Sellers RepresentativeClosing between Parent, the Sellers or their respective affiliates Surviving Corporation and its Subsidiaries on the one hand, and the Stockholders’ Representative and the Stockholders on the other hand, Xxxxxxx may represent the Stockholders’ Representative and Stockholders in which such dispute even though the interests of such person are the Stockholders’ Representative and Stockholders may be directly adverse to the interests of SPACSurviving Corporation and its Subsidiaries, OpCo and/or and even though Xxxxxxx may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and MergerCo further agree that, as to any prior representation by a Company Law Firm of all communications among Xxxxxxx, the Company, the Sellers Representativeits Subsidiaries, the Sellers or Stockholders’ Representative and/or any of their respective affiliates. The parties acknowledge and agree thatStockholder that relate in any way to the transactions contemplated by this Agreement, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely extend to the Sellers Stockholders’ Representative and the Sellers, shall Stockholders and may be controlled by the Sellers Stockholders’ Representative. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation and its Subsidiaries on the one hand and a third party other than the Stockholders’ Representative or an 73 Stockholder, on the other hand, Parent, the Surviving Corporation and its Subsidiaries may assert the Sellers and shall not pass to or be claimed by SPAC, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Parent, the Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholders’ Representative.

Conflicts and Privilege. (a) The parties agree that, notwithstanding It is acknowledged by each of the fact Parties that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx the Company has retained White & Schole Case LLP (together, the “Company Law FirmsW&C”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that W&C has not acted as counsel for any other Party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual or potential that none of the other Parties has the status of a client of W&C for conflict of interest or any other purposes as a result thereof. Parent and Merger Sub hereby agree that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of a dispute arises after the Closing between Parent or the Surviving Corporation, on the one or more hand, and any former Equity Holder of the Sellers Company or the Stockholders’ Representative, W&C may represent any such former Equity Holder or the Sellers or their respective affiliates Stockholders’ Representative, as applicable, in which such dispute even though the interests of such person are former Equity Holder or the Stockholders’ Representative, as applicable, may be directly adverse to Parent, the interests of SPACSurviving Corporation or its Subsidiaries, OpCo and/or and even though W&C may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are the Company Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Parent, the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to any prior representation by a Company Law Firm of all communications among W&C, the Company, the Sellers RepresentativeCompany Subsidiaries, the Sellers or any of their respective affiliates. The parties acknowledge Stockholders’ Representative and agree thatthe Equity Holders that primarily relate to the transactions contemplated by this Agreement, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Company and, from and after the SellersEffective Time, shall the former Equity Holders of the Company, and may be controlled only by the Sellers Representative and the Sellers them and shall not pass to or be claimed by SPACParent, OpCo the Surviving Corporation or its Subsidiaries. Notwithstanding the Company foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or its Subsidiaries, on the Company Subsidiaries; providedone hand, further, that nothing contained herein shall be deemed and a third party other than a Party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPACon the other hand, OpCo the Surviving Corporation and their respective affiliates) of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by W&C to such communications to any third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole Securityholder Representative or the Securityholders may retain Xxxxxxx Procter LLP (together, the “Company Law FirmsXxxxxxx”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactionstransactions contemplated hereby, and (b) Buyer, Merger Sub and Merger LLC hereby agreesagree that, in advancethe event that a dispute arises after the Closing between Buyer, to waive (Merger Sub and to cause its affiliates to waive) any actual Merger LLC, on the one hand, and the Securityholder Representative or potential conflict of interest that the Securityholders, on the other hand, Xxxxxxx may hereafter arise represent the Securityholder Representative and/or the Securityholders in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Securityholder Representative and/or the Securityholders may be directly adverse to the interests of SPACBuyer, OpCo and/or Merger Sub, Merger LLC or the Company or any of their respective affiliatesthe Surviving Company, including any matters that arise out of this Agreement and even though Xxxxxxx may have represented the Company or that are the Surviving Company in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Company or the Surviving Company. Buyer, Merger Sub and Merger LLC further agree that, as to any prior representation by a Company Law Firm of all communications among Xxxxxxx, the Company, the Sellers RepresentativeSecurityholders and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and/or the Securityholders (as applicable) and the Sellers, shall may be controlled by the Sellers Securityholder Representative and and/or the Sellers Securityholders and shall not pass to or be claimed by SPACBuyer, OpCo or Merger Sub, Merger LLC, the Surviving Company or the Company Subsidiaries; providedCompany, further, that nothing contained herein shall be deemed to be a waiver by the Surviving Company or any of its affiliates (includingto the First-Step Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, Merger Sub, Merger LLC or the Surviving Company and a third party other than a party to this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Surviving Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Xxxxxxx to such communications to any third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. (a) The parties Buyer and Sellers hereby agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, event a dispute arises after the ClosingClosing between Buyer or Comfort Care and a Seller, to Xxxxxx Snow LLP may represent the Sellers Representative, the Sellers or their respective affiliates such Seller in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which dispute even though the interests of such person are Seller may be directly adverse to the interests of SPACComfort Care, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are and even though Xxxxxx Snow LLP may have represented Comfort Care in a matter substantially related to such dispute, or may be handling ongoing matters for Comfort Care. Buyer further agrees that, as to all communications between Xxxxxx Snow LLP, Comfort Care and Sellers that relate in any way to the transactions contemplated by this Agreement or to any prior representation by (a Company Law Firm of the Company“Privileged Communication”), the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilegeclient, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiationwork product, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the business strategy or similar protection or privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Sellers, and shall not transfer, pass to or be claimed or controlled by SPACComfort Care or Buyer notwithstanding the transfer of Membership Interests hereunder; provided that 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 Agreement and the other Transaction Documents. Notwithstanding the foregoing, OpCo in the event a dispute arises between Buyer or Comfort Care and a Person other than a Seller after the Company or Closing, Comfort Care may assert the Company Subsidiariesattorney-client privilege to prevent disclosure of confidential communications by Xxxxxx Snow LLP to such Person; provided, furtherhowever, that nothing contained herein shall Comfort Care may not waive such privilege without the prior written consent of Sellers, which consent will not be deemed to be a waiver by unreasonably withheld. In the Company event that Buyer or any of its affiliates Affiliates (includingincluding any Company or Subsidiary) is legally required to access or obtain a copy of all or a portion of the Privileged Communications, after to the Closingextent permitted by applicable Legal Requirements, SPACthen Buyer shall notify the Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order. Notwithstanding anything in this Section 12.13 to the contrary, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of in any such communications case, the Parties shall reasonably cooperate to seek to provide for access in a manner that does not violate any third partysuch privilege or applicable Legal Requirements; provided that in each such case, the Sellers’ Representative shall reasonably cooperate with Buyer to enable Buyer and its representatives to enter into appropriate confidentiality, joint defense or similar arrangements so that Buyer and its representatives may have reasonable access to such information.

Conflicts and Privilege. (a) The parties agree that, notwithstanding It is acknowledged by each of the fact Parties that Eversheds Sutherland (US) LLP and Sellers have retained Xxxxxxxx Xxxxxxxx & Schole Xxxxxxx LLP (together, the “Company Law Firms”"SE") may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agreestransactions contemplated by this Agreement. Xxxxxxxxx agrees that, in advancethe event that a dispute arises after Closing between the Parties, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that SE may hereafter arise represent Sellers in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are Sellers may be directly adverse to Purchaser or the interests of SPACAcquired Companies, OpCo and/or the Company or and even though SE may have represented any of their respective affiliates, including any matters that arise out of this Agreement or that are the Acquired Companies in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Purchaser or the Acquired Companies. Xxxxxxxxx further agrees that, as to any prior representation by a Company Law Firm of the Companyall communications among SE, the Acquired Companies, and Sellers Representativethat relate in any way to the transactions contemplated by this Agreement, the Sellers attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers and shall will not pass to or be claimed by SPAC, OpCo Purchaser or the Company Acquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be Acquired Companies and a waiver by the Company or any of its affiliates (including, third party other than a Party after the Closing, SPAC, OpCo and their respective affiliates) the Acquired Companies may assert the attorney or solicitor-client privilege on behalf of any applicable privileges or protections that can or may be asserted Sellers to prevent disclosure of any confidential communications by SE to such communications to any third party; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Sellers.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Company and the Representative have retained Bxxxxx PLC (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law FirmsBodman”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, Transactions contemplated hereby agrees, and that Bodman has not acted as counsel for any other party in advance, to waive (connection with the Transactions contemplated hereby and to cause its affiliates to waive) any actual or potential that none of the other parties has the status of a client of Bodman for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of one a dispute arises after the Closing between the Buyer or more of the Sellers Representative, Bodman may represent the Sellers or their respective affiliates Representative in which such dispute even though the interests of such person are the Representative may be directly adverse to the interests of SPACBuyer, OpCo and/or the other Stockholders, the Company or any of their respective affiliatesthe Subsidiaries, including any matters that arise out of this Agreement and even though Bodman may have represented the Company or that are the Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Buyer, the Company or the Subsidiaries. Buyer further agrees that, as to any prior representation by a Company Law Firm of all communications among Bodman and the Company, the Sellers RepresentativeSubsidiaries and/or the Representative that relate in any way to the Transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPACthe Buyer, OpCo or the Company or the Company Subsidiaries; provided. Notwithstanding the foregoing, furtherin the event that a dispute arises between the Buyer, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, the Subsidiaries and a third party other than a party to this Agreement after the Closing, SPAC, OpCo the Company and their respective affiliates) of any applicable privileges or protections that can or the Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Bodman to such communications to any third party; provided, however, that neither the Company nor the Subsidiaries may waive such privilege without the prior written consent of the Representative.

Conflicts and Privilege. (a) The parties agree that, notwithstanding It is acknowledged by each of the fact Parties that Eversheds Sutherland (US) LLP the Sellers and Xxxxxxxx Xxxxxxxx & Schole the Corporation have retained Xxxxxxx Xxxxx LLP (together, the “Company Law FirmsSellers’ Counsel”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, . The Purchaser hereby agreesagrees that, in advance, to waive the event that a dispute arises after Closing between the Purchaser (on the one hand) and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative(on the other hand), the Sellers’ Counsel may represent the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Sellers may be directly adverse to the interests of SPACPurchaser, OpCo and/or the Company Corporation or any other of their respective affiliatesthe Acquired Entities, including and even though Sellers’ Counsel may have represented the Corporation or any matters that arise out other of this Agreement or that are the Acquired Entities in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Purchaser, the Corporation or any other of Acquired Entities. The Purchaser further agrees that, as to all communications among Sellers’ Counsel, the Corporation, any prior representation by a Company Law Firm other of the CompanyAcquired Entities or the Sellers that relate in any way to the Transactions, the Sellers Representative, the Sellers attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPACthe Purchaser, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Corporation or any other of its affiliates (includingthe Acquired Entities. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Corporation or any other member of the Acquired Entities and a third party other than a Party to this Agreement after the Closing, SPAC, OpCo the Corporation and their respective affiliates) any other of any applicable privileges the Acquired Entities may assert the attorney or protections that can or may be asserted solicitor-client privilege to prevent disclosure of any confidential communications by Sellers’ Counsel to such communications to any third party; provided, however, that neither the Corporation nor any other of the Acquired Entities may waive such privilege without the prior written consent of the Sellers. This Section 6.21 shall survive the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto, and Parent and Sub hereby agree, that the service of Xxxxxxx Procter LLP as existing special counsel to BridgeCo (a“Counsel”) The parties shall not preclude Counsel from acting as counsel to the Rights Holder Representative in connection with any claim or dispute arising under ARTICLE I of this Agreement after the Closing, even though the interests of the Rights Holder Representative may be directly adverse to Parent, Sub or the Surviving Corporation, and even though Counsel may have represented the BridgeCo in connection with the transactions contemplated by this Agreement. Parent and Sub further agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (togetheras to all communications among Counsel, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative BridgeCo and the Sellers Rights Holder Representative in connection with the transactions contemplated by this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers attorney or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Rights Holder Representative and the Sellers, shall may be controlled by the Sellers Rights Holder Representative and the Sellers and shall not pass to or be claimed by SPACParent, OpCo Sub or the Company Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Sub or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed Surviving Corporation and a third party other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Surviving Corporation may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Rights Holder Representative.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole Securityholder Representative or the Securityholders may retain Xxxxxxx Procter LLP (together, the “Company Law FirmsCounsel”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Buyer and Merger Sub hereby agreesagree that, in advancethe event that a dispute arises after the Closing between Buyer and Merger Sub, to waive (on the one hand, and to cause its affiliates to waive) any actual the Securityholder Representative or potential conflict of interest that the Securityholders, on the other hand, Counsel may hereafter arise represent the Securityholder Representative and/or the Securityholders in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Securityholder Representative and/or the Securityholders may be directly adverse to Buyer, Merger Sub or the interests of SPACCompany, OpCo and/or and even though Counsel may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Buyer, Merger Sub or the Company. Buyer and Merger Sub further agree that, as to any prior representation by a Company Law Firm of all communications among Counsel, the Company, the Sellers RepresentativeSecurityholders and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and/or the Securityholders (as applicable) and the Sellers, shall may be controlled by the Sellers Securityholder Representative and and/or the Sellers Securityholders and shall not pass to or be claimed by SPACBuyer, OpCo Merger Sub or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, Merger Sub or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed and a third party other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. (a) The parties Acquiror, Parent and the Company hereby agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection event a dispute with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related respect to this Agreement or to any prior representation by a Company Law Firm of the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on the one hand, and Parent or the Company, on the Sellers Representativeother hand, the Sellers or any of their respective affiliates. The parties acknowledge legal counsel (including Xxxxxx Xxxxxxx & Xxxx LLP, CMS Xxxxxxx XxXxxxx Nabarro Olswang LLP and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror and/or Sponsor prior to the negotiationClosing (“Prior Acquiror Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to Acquiror, execution and performance of the Transaction Documentseven though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. All such communications communication between or among Prior Acquiror Counsel, on the one hand, and Acquiror, Merger Sub or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto to Acquiror Deal Communications shall belong solely to the Sellers Representative and the SellersSponsor, shall be controlled by the Sellers Representative and the Sellers Sponsor and shall not pass to or be claimed by SPACthe Company, OpCo Acquiror or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by Parent or the Company prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, after following the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

Conflicts and Privilege. From and after the Closing Date, it is possible that XxXxxxxx Xxxxxxxxx LLP. (a“Company Counsel”) The parties agree thatwill represent Sellers, notwithstanding the fact that Eversheds Sutherland Real Property Owners or other related Persons (US) LLP individually and Xxxxxxxx Xxxxxxxx & Schole LLP (togethercollectively, the “Company Law FirmsSeller Group”) may have), prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with the Escrow Amount, the transactions contemplated herein or in the Escrow Agreement, and any claims made pursuant to this Agreement, the Escrow Agreement or other Transaction Documents. Buyers and the Companies hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future to the extent related directly to issues that may arise under this Agreement, the Escrow Agreement, the Transition Services Agreement, the Leases, the other Transaction Documents, the administration of the Escrow Amount, and any claims that may be made thereunder pursuant to this Agreement, the Escrow Agreement, or the other Transaction Documents and (“Indemnification Matters”). As to all privileged communications prior to the TransactionsClosing Date between or among Company Counsel, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse the Companies to the Company or any of its affiliates, including any disputes arising out of, or extent directly related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPACIndemnification Matters, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to with the Sellers Representative and the Sellers, shall be controlled by the Sellers Representative and the Sellers and Companies shall not pass to or be claimed by SPAC, OpCo to prevent or the limit Company or the Company SubsidiariesCounsel’s representation hereunder; provided, furtherhowever, that nothing contained herein shall neither the Companies nor Buyers waive such attorney-client privilege. Company Counsel (or any successor thereof) may serve as counsel to all or a portion of the Seller Group or any member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with of the Indemnification Matters; provided that in connection with the representation of Seller Group in any Indemnification Matter, no Company Counsel attorney will take any action that would reasonably be deemed expected to be a waiver by jeopardize or waive attorney-client privilege or any other privilege of Buyers, the Company Companies, or any of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) Affiliates. Buyers and the Companies each consent to such representation, and acknowledges that such consent voluntary. [The remainder of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partythis page is left blank intentionally.] 66 Capital Pumping

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree thathereto that the Securityholder Representative may retain Gxxxxxx Procter LLP, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse existing special counsel to the Company or any of (“Counsel”) to act as its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Acquiror and Merger Sub hereby agreesagree that, in advance, to waive (the event that a dispute arises after the Closing between Acquiror and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of Merger Sub and the Sellers Securityholder Representative, Counsel may represent the Sellers or their respective affiliates Securityholder Representative in which such dispute even though the interests of such person are the Securityholder Representative may be directly adverse to Acquiror, Merger Sub or the interests of SPACCompany, OpCo and/or and even though Counsel may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are in a matter substantially related to this Agreement such dispute, or to any prior representation by a Company Law Firm of may be handling ongoing matters for Acquiror, Merger Sub or the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge Acquiror and Merger Sub further agree that, for the purposes of the attorney-client privilegeas to all communications among Counsel, the Sellers Representative Company and the Sellers shall be deemed the clients of each Company Law Firm with respect Securityholder Representative that relate in any way to the negotiationtransactions contemplated by this Agreement, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the attorney or client privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and the Sellers, shall may be controlled by the Sellers Securityholder Representative and the Sellers and shall not pass to or be claimed by SPACAcquiror, OpCo Merger Sub or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed and a third party other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or the Company may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. (a) The parties Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, notwithstanding in the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (togetherevent a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the “Company Law Firms”) may haveSponsor-Designated Directors or Sponsor, prior to on the Closingone hand, jointly represented and the Company, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers Representative and the Sellers in connection with this AgreementHolder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Transaction Documents Sponsor-Designated Directors or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-/client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Sponsor-Designated Directors and the Sellers, shall may be controlled by the Sellers Representative and the Sellers such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by SPACAcquiror (after giving effect to the Closing), OpCo the Companies or the Pre-Closing Company or the Company SubsidiariesHolders; provided, furtherthat the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, that nothing contained herein shall be deemed to be a waiver any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or information of its affiliates (including, after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third partySurviving Corporation.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) Stockholder Representatives may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse retain existing special counsel to the Company or any of (“Counsel”) to act as its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. The Acquiror and Sub hereby agreesagree that, in advancethe event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that Counsel may hereafter arise represent the Stockholder Representatives in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Stockholder Representatives may be directly adverse to the interests of SPACAcquiror, OpCo and/or Sub, the Company or any of their respective affiliatesits Subsidiaries, including any matters that arise out of this Agreement and even though Counsel may have represented the Company or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to any prior representation by a Company Law Firm of all communications among Counsel, the Company, its Subsidiaries and the Sellers RepresentativeStockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the Sellers attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Stockholder Representatives and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Stockholder Representatives and shall not pass to or be claimed by SPACthe 49 Acquiror, OpCo or Sub, the Company or its Subsidiaries. Notwithstanding the Company Subsidiaries; providedforegoing, furtherin the event that a dispute arises between the Acquiror, that nothing contained herein shall be deemed to be a waiver by Sub, the Company or any of its affiliates (including, Subsidiaries and a third party other than a party to this Agreement after the Closing, SPAC, OpCo the Company and their respective affiliates) of any applicable privileges its Subsidiaries may assert the attorney or protections that can or may be asserted solicitor-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. (a) The parties agree that, notwithstanding It is acknowledged by each of the fact Parties that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole Seller has retained Stikeman Elliott LLP (together, the “Company Law Firms”"SE") may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agreestransactions contemplated herein. Purchaser agrees that, in advancethe event that a dispute arises after Closing between Purchaser and Seller, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that SE may hereafter arise represent Seller in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are Seller may be directly adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliatesPurchaser, including the Acquired Companies and the Non-Controlled Joint Ventures, and even though SE may have represented any matters that arise out of this Agreement or that are the Acquired Companies and the Non-Controlled Joint Ventures in a matter substantially related to this Agreement such dispute, or to any prior representation by a Company Law Firm of the Companymay be handling ongoing matters for Purchaser, the Sellers RepresentativeAcquired Companies and the Non-Controlled Joint Ventures. Purchaser further agrees that, as to all communications among SE, the Sellers Acquired Companies, the Non-Controlled Joint Ventures, Seller and Guarantor that relate in any way to the transactions contemplated in this Agreement, the attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative Seller and the Sellers, shall may be controlled by the Sellers Representative and the Sellers Seller and shall not pass to or be claimed by SPACany of Purchaser, OpCo the Acquired Companies and the Non-Controlled Joint Ventures. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Acquired Companies or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed Non-Controlled Joint Ventures and a third party other than a party to be a waiver by the Company or any of its affiliates (including, this Agreement after the Closing, SPAC, OpCo the Acquired Companies and their respective affiliates) of any applicable privileges the Non-Controlled Joint Ventures may assert the attorney or protections that can or may be asserted solicitor-client privilege to prevent disclosure of any confidential communications by SE to such communications to any third party, provided, however, that the Acquired Companies and the Non-Controlled Joint Ventures may not waive such privilege without the prior written consent of Seller.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that Seller and the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx Representative have retained Uxxxx & Schole Berne LLP (together, the “Company Law FirmsU&B”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby agrees, and that U&B has not acted as counsel for any other party in advance, to waive (connection with the transactions contemplated hereby and to cause its affiliates to waive) any actual or potential that none of the other parties has the status of a client of U&B for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that may hereafter arise in connection with either Company Law Firm’s future representation of one or more a dispute arises after the Closing between Parent and the Representative (on behalf of the Sellers RepresentativeStockholders), U&B may represent the Sellers or their respective affiliates Representative in which such dispute even though the interests of such person are Representative may be directly adverse to Parent, the interests of SPACother Stockholders, OpCo and/or the Company Surviving Entity or any of their respective affiliatesits Subsidiaries, including any matters that arise out of this Agreement and even though U&B may have represented the Surviving Entity or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or to any prior representation by a Company Law Firm of the Companymay be handling ongoing matters for Parent, the Sellers Representative, the Sellers Surviving Entity or any of their respective affiliatesits Subsidiaries. The parties acknowledge and agree Parent further agrees that, for as to all communications among U&B and the purposes of Surviving Entity, any Subsidiary thereof and/or the Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Representative and the Sellers, shall may be controlled by the Sellers Representative and the Sellers and shall not pass to or be claimed by SPACParent, OpCo or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Surviving Entity or any of its affiliates (includingSubsidiary. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Entity or any Subsidiary and a third party other than a party to this Agreement after the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges the Surviving Entity or protections that can or such Subsidiary may be asserted assert the attorney-client privilege to prevent disclosure of any confidential communications by U&B to such communications to any third party; provided, however, that neither the Surviving Entity nor such Subsidiary may waive such privilege without the prior written consent of U&B, as applicable. U&B is an intended third party beneficiary of this Section 10.16 and shall be entitled to rely on the provisions hereof.

Conflicts and Privilege. (a) The parties agree thatIt is acknowledged by each of the Parties that the Companies, notwithstanding the fact that Eversheds Sutherland (US) LLP Company Holders, and Xxxxxxxx Xxxxxxxx the Seller Representative have retained XxXxxxxxx Will & Schole Xxxxx LLP (together, the “Company Law FirmsXxXxxxxxx”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing), to represent the Sellers Representative, the Sellers or act as their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. The Purchaser hereby agreesagrees that, in advancethe event that a dispute arises after the Closing between the Purchaser or any of the Companies, on the one hand, and the Seller Representative or any of the Company Holders on the other hand, XxXxxxxxx may represent the Seller Representative and Company Holders in such dispute, even though the interests of the Seller Representative and Company Holders may be directly adverse to waive (the Companies, and to cause its affiliates to waive) any actual or potential conflict of interest that even though XxXxxxxxx may hereafter arise in connection with either Company Law Firm’s future representation of have represented one or more of the Sellers Representative, the Sellers or their respective affiliates Companies in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are a matter substantially related to this Agreement or such dispute. The Purchaser further agrees that, as to any prior representation by a Company Law Firm of the Companyall communications among XxXxxxxxx, the Sellers RepresentativeCompanies, the Sellers or Seller Representative and/or any of their respective affiliates. The parties acknowledge and agree thatCompany Holders that relate in any way to the transactions contemplated by this Agreement, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Seller Representative and the Sellers, shall Company Holders and may be controlled by the Sellers Seller Representative and the Sellers Company Holders and shall not pass to or be claimed by SPAC, OpCo the Purchaser or the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its affiliates (including, Companies after the Closing. Notwithstanding the foregoing, SPACin the event that a dispute arises between the Purchaser and the Companies on the one hand and a third party other than the Seller Representative or any Company Holder, OpCo on the other hand, the Purchaser and their respective affiliates) of any applicable privileges or protections that can or the Companies may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither the Purchaser or the Companies may waive such privilege without the prior written consent of the Seller Representative (which consent may not be unreasonably withheld or delayed).

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx Securityholders’ Representative may retain Fenwick & Schole West LLP (together, the “Company Law FirmsFenwick”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactionstransactions contemplated hereby. Buyer and Merger Subs hereby agree that in the event that a dispute under this Agreement related to the transactions contemplated hereby arises after the Closing between Buyer and its subsidiaries, hereby agreeson the one hand, and the Securityholders’ Representative and the Company Securityholders, on the other hand, Fenwick may represent the Securityholders’ Representative and/or Company Securityholders in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which such dispute even though the interests of such person are the Securityholders’ Representative and/or Company Securityholders may be directly adverse to the interests of SPACBuyer and its subsidiaries, OpCo and/or and even though Fenwick may have represented the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) Fenwick is then representing Buyer, Merger Subs, or any of their respective affiliates, including Affiliates or any matters that arise out successor or assign of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Companyforegoing (collectively, the Sellers Representative, “Buyer Group”) and (b) such representation of such member of the Sellers Buyer Group would require Fenwick to either refrain from representing the Securityholders’ Representative and/or Company Securityholders or any obtain the informed consent of their respective affiliatesthe Securityholders’ Representative and/or Company Securityholders and the applicable member of the Buyer Group under applicable Law or applicable ethical standards governing attorney conduct. The parties acknowledge Buyer and Merger Subs further agree that, for as to all communications among Fenwick and the purposes of Company that relate in any way to the transactions contemplated hereby prior to the Closing (the “Protected Communications”), the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely with respect to the Sellers Protected Communications (the “Associated Rights”) belong to the Securityholders’ Representative and the Sellers, shall Company Securityholders and may be controlled by the Sellers Securityholders’ Representative and the Sellers Company Securityholders and shall not pass to or be claimed by SPACBuyer, OpCo or Merger Subs, the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Final Surviving Entity or any of its affiliates subsidiaries; provided, however, the Parties expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among Fenwick and the Company: (including, after i) relating to Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, SPAC(x) in the event that a dispute arises between Buyer, OpCo the Final Surviving Entity, on the one hand, and their respective affiliates) of any applicable privileges a third party other than the Securityholders’ Representative or protections that can or a Company Securityholder, on the other hand, Buyer, the Final Surviving Entity and its subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer, the Final Surviving Entity or its subsidiaries may waive such privilege without the prior written consent of the Securityholders’ Representative and (y) if Buyer is legally required by judgment, order or decree of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such communications to any third partyjudgment, order or decree.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholders’ Representative (aon behalf of the Stockholders) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole has retained Xxxxx Lovells US LLP (together, the “Company Law FirmsXxxxx”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or act as its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions. Purchaser, Merger Subsidiary and the Surviving Corporation hereby agrees, agree that in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest the event that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of a dispute arises after the Sellers RepresentativeClosing between Purchaser, the Sellers or Surviving Corporation and/or their respective affiliates Affiliates, on the one hand, and the Stockholders’ Representative and the Stockholders, on the other hand, Xxxxx may represent the Stockholders’ Representative and/or the Stockholders in which such dispute even though the interests of such person are the Stockholders’ Representative and/or the Stockholders may be directly adverse to Purchaser, the interests of SPACSurviving Corporation and/or their respective Affiliates, OpCo and/or and even though Xxxxx may have represented the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for the Surviving Corporation. Purchaser, the Surviving Corporation and/or their respective Affiliates further agree that, as to any prior representation by a Company Law Firm of all communications among Xxxxx, the Company, the Sellers RepresentativeStockholders’ Representative and/or any Stockholder that relate directly to the Transactions prior to the Closing, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Stockholders’ Representative and the Sellers, shall Stockholders and may be controlled by the Sellers Stockholders’ Representative and the Sellers Stockholders and shall not pass to or be claimed by SPACPurchaser, OpCo Merger Subsidiary, or the Company Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, and/or the Surviving Corporation, on the one hand, and a third party other than the Stockholders’ Representative or a Stockholder, on the Company Subsidiaries; providedother hand, further, that nothing contained herein shall be deemed to be a waiver by Purchaser and the Company or any of its affiliates (including, after Surviving Corporation may assert the Closing, SPAC, OpCo and their respective affiliates) of any applicable privileges or protections that can or may be asserted attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Purchaser nor the Surviving Corporation may waive such privilege without the prior written consent of the Stockholders’ Representative.

Conflicts and Privilege. (a) The It is acknowledged by each of the parties agree that, notwithstanding hereto that the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) Securityholder Representative may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse retain existing counsel to the Company or any of (“Counsel”) to act as its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, transactions contemplated hereby. Parent and Merger Sub hereby agreesagree that, in advance, to waive (the event that a dispute arises after the Closing between Parent and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of Merger Sub and the Sellers Securityholder Representative, Counsel may represent the Sellers or their respective affiliates Securityholder Representative in which such dispute even though the interests of such person are the Securityholder Representative may be directly adverse to the interests of SPACParent, OpCo and/or Merger Sub, the Company or any of their respective affiliatesits Subsidiaries, including any matters that arise out of this Agreement and even though Counsel may have represented the Company or that are its Subsidiaries in a matter substantially related to this Agreement such dispute, or may be handling ongoing matters for Parent, Merger Sub, the Company or its Subsidiaries. Parent and Merger Sub further agree that, as to any prior representation by a Company Law Firm of all communications among Counsel, the Company, its Subsidiaries and the Sellers RepresentativeSecurityholder Representative that relate in any way to the transactions contemplated by this Agreement, the Sellers attorney or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorneysolicitor-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholder Representative and the Sellers, shall may be controlled by the Sellers Securityholder Representative and the Sellers and shall not pass to or be claimed by SPACParent, OpCo or Merger Sub, the Company or its Subsidiaries. Notwithstanding the Company Subsidiaries; providedforegoing, furtherin the event that a dispute arises between Parent, that nothing contained herein shall be deemed to be a waiver by Merger Sub, the Company or any of its affiliates (including, Subsidiaries and a third party other than a party to this Agreement after the Closing, SPAC, OpCo the Company and their respective affiliates) of any applicable privileges its Subsidiaries may assert the attorney or protections that can or may be asserted solicitor-client privilege to prevent disclosure of any confidential communications by Counsel to such communications to any third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that each of the Securityholders’ Representative and SupplyPike has retained Xxxxxxx Procter LLP (a“Xxxxxxx”) The parties to act as its counsel in connection with the Contemplated Transactions. Parent and Merger Sub hereby agree that in the event that a dispute arises after the Closing between Parent or any of its Subsidiaries, on the one hand, and the Securityholders’ Representative or any of the Securityholders or SupplyPike, on the other hand, Xxxxxxx may represent the Securityholders’ Representative, Securityholders and/or SupplyPike in such dispute even though the interests of the Securityholders’ Representative, Securityholders and/or SupplyPike may be directly adverse to Parent or any of its Subsidiaries, and even though Xxxxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, notwithstanding as to all communications between or among Xxxxxxx, on the fact that Eversheds Sutherland (US) LLP one hand, and Xxxxxxxx Xxxxxxxx & Schole LLP (togetherthe Company, the “Company Law Firms”) may haveSecurityholders’ Representative, any Securityholder and/or SupplyPike, on the other hand, that relate in any way to the Contemplated Transactions or a similar transaction prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each Company Law Firm will be permitted in the future, after the Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Securityholders’ Representative and the SellersSecurityholders, shall or with respect to matters under the SupplyPike Agreements, SupplyPike, and may be controlled by the Sellers Securityholders’ Representative and Securityholders, or with respect to matters under the Sellers SupplyPike Agreements, SupplyPike, and shall not pass to or be claimed by SPACParent, OpCo or Merger Sub, the Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company Surviving Corporation or any of its affiliates (includingSubsidiaries. Notwithstanding the foregoing, after in the Closingevent that a dispute arises between Parent, SPACthe Surviving Corporation or any of its Subsidiaries, OpCo on the one hand, and their respective affiliates) a third party other than the Securityholders’ Representative, a Securityholder or SupplyPike, on the other hand, Parent, the Surviving Corporation or any of any applicable privileges or protections that can or its Subsidiaries may be asserted assert the attorney-client privilege to prevent disclosure of any such confidential communications to any such third party; provided, however, that neither Parent, the Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Securityholders’ Representative, or with respect to matters under the SupplyPike Agreements, SupplyPike.