Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date or arise in the future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if a dispute arises after the Closing between Buyer, the Company or any Subsidiary and Seller or any of his Affiliates, then Sidley Austin LLP may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, the Company and/or such Subsidiary and even though Sidley Austin LLP may have represented the Company or such Subsidiary in a matter substantially related to such dispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries), also agrees that, as to all communications between or among Sidley Austin LLP and Seller, the Company, any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company or any Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that if the Company or the Subsidiaries elect to waive such privilege, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such waiver.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date date hereof or arise in the future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if a dispute arises after the Closing between Buyer, the Company or any Subsidiary and Seller or any of his Affiliates, then Sidley Austin LLP may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, the Company and/or such Subsidiary and even though Sidley Austin LLP may have represented the Company or such Subsidiary in a matter substantially related to such dispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries), also agrees that, as to all communications between or among Sidley Austin LLP and Seller, the Company, any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company or any Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that if the Company or the Subsidiaries elect to waive such privilege, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such waiver.

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

Conflicts and Privilege. BuyerEach Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesMeritas Companies) agrees that, notwithstanding any current or prior representation of the Company and Meritas Companies by Xxxxxx Xxxxxx Xxxxxxxx LLP (the Subsidiaries by Sidley Austin LLP“Sellers’ Firm”), Sidley Austin LLP such Sellers’ Firm shall be allowed to represent Seller and any of his Affiliates the Sellers in any matters and disputes adverse to Buyer, such Buyer Party and/or the Company and/or any Subsidiary Meritas Companies that either are existing on relate to this Agreement or the Effective Date other Transaction Agreements or arise in the futureTransaction. BuyerEach Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesMeritas Companies) hereby (a) waives any claim that Buyer, the Company such Buyer Party or any Subsidiary of the Meritas Companies has or may have that Sidley Austin LLP any of the Sellers’ Firm has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises after the Closing between Buyer, the Company such Buyer Party or any Subsidiary Meritas Company, on the one hand, and Seller or any of his Affiliatesa Seller, on the other hand, then Sidley Austin LLP the Sellers’ Firm may represent such Seller or such Affiliate in such dispute even though the interests of Seller one or more of such Affiliate Persons may be directly adverse to Buyer, the such Buyer Party or such Meritas Company and/or such Subsidiary and even though Sidley Austin LLP the Sellers’ Firm may have represented the such Meritas Company or such Subsidiary in a matter substantially related to such dispute. BuyerEach Buyer Party, on 104 behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesMeritas Companies), also agrees that, as to all communications between or among Sidley Austin LLP the Sellers’ Firm and Sellerthe Sellers and the Meritas Companies (with respect to the Meritas Companies, solely prior to the Company, any Subsidiary Closing) and/or any of their respective Affiliates that occur prior (i) primarily relate to or were otherwise in anticipation of the ClosingTransaction or any other Transaction Agreement, and (ii) do not include advice (other than with respect to or in anticipation of the Transaction or any other Transaction Agreement) regarding the business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Meritas Companies, the attorney-client privilege and the expectation of client confidence belongs to Seller the Sellers and may be controlled by Seller the Sellers and shall not pass to or be claimed by Buyer, such Buyer Party or the Company or any SubsidiaryMeritas Companies. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company Buyer Parties or any Subsidiary of the Meritas Companies, on the one hand, and a third party other than Seller or an Affiliate of Seller (and unaffiliated with) a Seller, on the other hand, after the Closing, then the such Meritas Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that if the Company or the Subsidiaries elect to waive such privilege, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such waiver.Sellers’ Firm. 105

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

Conflicts and Privilege. BuyerCompany, on behalf of itself Company Sub, Gulliver Media and its Affiliates (which, for this purpose, shall be deemed to include the Company SNI acknowledge and the Subsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date or arise in the future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if event a dispute arises after the Closing between Buyerany or all of SNI, Gulliver Media, Company, Company Sub, the Company or any Subsidiary and Seller Travel Channel Entities or any of his their respective Affiliates, then Sidley Austin LLP on the one hand, and Cox TMI and its Affiliates, on the other hand, Dow Xxxxxx PLLC may represent Seller any or such Affiliate all of Cox TMI and any of its Affiliates in such dispute even though the interests of Seller or such Affiliate Cox TMI and its Affiliates may be directly adverse to BuyerSNI, Gulliver Media, Company, Company Sub, any of the Company and/or such Subsidiary Travel Channel Entities or their respective Affiliates, and even though Sidley Austin LLP Dow Xxxxxx PLLC may have represented the any of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or such Subsidiary any of their respective Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates. BuyerCompany, on behalf of itself Company Sub, Gulliver Media SNI and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries), also agrees Cox TMI agree that, as to all communications between or among Sidley Austin LLP Dow Xxxxxx PLLC, on the one hand, and SellerCox TMI, the Company, Company Sub, any Subsidiary and/or Travel Channel Entity or any of their respective Affiliates Affiliates, on the other hand, that occur prior relate to the ClosingTransactions, the attorney-client privilege and the expectation of client confidence belongs to Seller Cox TMI and may be controlled by Seller its Affiliates (other than Company, Company Sub, or any Travel Channel Entity), and shall not pass to or be claimed or controlled by BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or any Subsidiaryof their respective Affiliates in the event of a legal dispute with any of Cox TMI or its Affiliates. Notwithstanding the foregoing, if in the event a dispute arises between BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or any Subsidiary of their respective Affiliates, on the one hand, and a third party Person other than Seller Cox TMI or an Affiliate any of Seller its Affiliates, on the other hand, after the Closing, then SNI, Gulliver Media, Company, Company Sub, the Company applicable Travel Channel Entity or any such Subsidiary (to the extent applicable) of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLPDow Xxxxxx PLLC to such Person; provided provided, however, that if none of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates may waive such privilege without the Company prior written consent of Cox TMI or the Subsidiaries elect to waive such privilege, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice applicable Affiliate of such waiverCox TMI.

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

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company and the Subsidiaries by Sidley Austin LLPXxxxxx Xxxxxxxx LLP (“Pepper”), Sidley Austin LLP Pepper shall be allowed to represent Seller and or any of his its Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date or arise in the future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that BuyerIntermediate LLC, the Company or any Subsidiary that relates to this Agreement and the transactions contemplated hereby (a “Dispute”) and Buyer hereby (a) waives any claim it has or may have that Sidley Austin LLP Pepper has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if in the event that a dispute Dispute arises after the Closing between Buyer, Intermediate LLC, the Company or any Subsidiary and Seller or any of his its Affiliates, then Sidley Austin LLP Pepper may represent Seller or such Affiliate any of its Affiliates in such dispute Dispute even though the interests of Seller or such its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Company and/or such Subsidiary or the Subsidiaries and even though Sidley Austin LLP Pepper may have represented Intermediate LLC, the Company or such Subsidiary the Subsidiaries in a matter substantially related to such dispute. BuyerDispute, on behalf of itself and its Affiliates (whichor may be handling ongoing matters for the Company or the Subsidiaries; provided, for this purposehowever, that that no such representation shall be deemed to include the Company and the Subsidiaries), also agrees that, as to all communications between or among Sidley Austin LLP and Seller, the Company, a waiver of any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing, the attorney-client privilege between Intermediate LLC, the Company or any of its Subsidiaries, on the one hand, and Pepper, on the expectation of client confidence belongs other hand, and Seller shall cause Pepper acting as its counsel to Seller and may be controlled by Seller and shall not pass to take any actions or engage in any representation that would affect or be claimed by Buyerdeemed to be such a waiver. Following the Closing, Buyer agrees that it will not (i) request from Pepper or Seller or (ii) use or intentionally access any of the communications among Pepper, Intermediate LLC, the Company or any Subsidiary, and/or Seller relating to the transactions contemplated hereby (the “Communications”) in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Notwithstanding Following the foregoingClosing, if a dispute arises between Seller shall be permitted to use the Communications in connection with the defense of any Dispute with Buyer, Intermediate LLC, the Company or any Subsidiary and a third party other than Seller of its Subsidiaries; provided, that such use does not waive any applicable privileges or an Affiliate of Seller after the Closing, then the Company protections that can or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege be asserted to prevent disclosure of any Communications to such any third party party. For the avoidance of confidential communications by Sidley Austin LLP; provided doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that if the Company can or the Subsidiaries elect may be asserted to prevent disclosure of any Communications to any third party, and Seller shall not take any action, or cause Pepper to take any action, that would reasonably be expected to waive any such privilege, the Company privilege or the Subsidiaries, protection as applicable, shall provide Seller with reasonable advance notice of such waiverto any third party.

Conflicts and Privilege. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include include, following the Closing, the Company Group and the its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Group and the its Subsidiaries by Sidley Austin LLPXxxxx & Lardner LLP and Xxxxxx PLC, Sidley Austin Xxxxx & Xxxxxxx LLP and Xxxxxx PLC shall be allowed to represent Seller and any each of his its Affiliates in any matters and disputes adverse to BuyerAcquiror, the Company and/or Group, any Subsidiary of the Company Group or their respective Affiliates that either are existing on the Effective Date date hereof or arise in the futurefuture and relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include include, following the Closing, the Company Group and the Subsidiaries) hereby (i) waives any claim that BuyerAcquiror, the Company or Group, any Subsidiary has of the Company Group and their respective Affiliates have or may have that Sidley Austin Xxxxx & Xxxxxxx LLP or Xxxxxx PLC has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between BuyerAcquiror, the Company Group, any Subsidiary of the Company Group or any Subsidiary of their respective Affiliates and Seller or any of his its Affiliates, then Sidley Austin Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to BuyerAcquiror, the Company and/or such Group, any Subsidiary of the Company Group or their respective Affiliates and even though Sidley Austin Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may have represented the Company Group or such Subsidiary any its Subsidiaries in a matter substantially related to such disputedispute or may be handling ongoing matters for Acquiror, the Company Group, any Subsidiary of the Company Group or their respective Affiliates. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Group and the its Subsidiaries), also agrees that, as to all communications between or among Sidley Austin Xxxxx & Xxxxxxx LLP and Xxxxxx PLC and Seller, the CompanyCompany Group, any Subsidiary and/or of the Company Group or any of their respective Affiliates that occur prior relate in any way to the Closingtransactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may Seller, shall be controlled by Seller and shall not pass to or be claimed by BuyerAcquiror, the Company Group or any Subsidiaryof its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between BuyerAcquiror, the Company Group or any Subsidiary of its Subsidiaries and a third party Third Party (other than Seller or an Affiliate any of Seller its Affiliates) after the Closing, then the Company Group or any such Subsidiary (its Subsidiary, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLPXxxxx & Xxxxxxx LLP and Xxxxxx PLC; provided provided, that if neither the Company or the Group nor any of its Subsidiaries elect to may waive such privilege, privilege without the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice prior written consent of such waiverSeller.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesCompany) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin Xxxxx & Xxxxxxx LLP, Sidley Austin Xxxxx & Xxxxxxx LLP shall be allowed to represent Seller the Member and any each of his its Affiliates in any matters and disputes adverse to Buyer, Buyer and/or the Company and/or any Subsidiary that either are existing on relate to this Agreement and the Effective Date or arise in the futuretransactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesCompany) hereby (a) waives any claim that Buyer, Buyer or the Company or any Subsidiary has or may have that Sidley Austin Xxxxx & Lardner LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises after the Closing between Buyer, Buyer or the Company or any Subsidiary and Seller the Member or any of his their Affiliates, then Sidley Austin Xxxxx & Xxxxxxx LLP may represent Seller the Member or such Affiliate in such dispute even though the interests of Seller the Member or such Affiliate may be directly adverse to Buyer, Buyer and/or the Company and/or such Subsidiary and even though Sidley Austin Xxxxx & Lardner LLP may have represented the Company or such Subsidiary in a matter substantially related to such dispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiariesCompany), also agrees that, as to all attorney-client work product communications between or among Sidley Austin Xxxxx & Xxxxxxx LLP and Sellerthe Member, the Company, any Subsidiary Company and/or any of their respective Affiliates that occur prior relate solely to the Closingtransactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller the Member and may be controlled by Seller the Member and shall not pass to or be claimed by Buyer, Buyer or the Company or any SubsidiaryCompany. Notwithstanding the foregoing, if a dispute arises between Buyer, Buyer or the Company or any Subsidiary and a third party other than Seller the Member or an Affiliate of Seller the Member after the Closing, then the Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin Xxxxx & Lardner LLP; provided provided, however, that if the Company or the Subsidiaries elect to may not waive such privilegeprivilege without the prior written consent of the Member. For clarification, as of Closing, unless specifically retained as to a matter, Xxxxx & Xxxxxxx LLP shall no longer represent the Company or and shall comply with the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice terms of such waiverSection 5.5 for the benefit of the Company and the Buyer.

Conflicts and Privilege. Buyer, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) agrees hereby agree that, notwithstanding any current or prior representation of the Company and the Subsidiaries by Sidley Austin LLP, Sidley Austin LLP shall be allowed to represent Seller and any of his Affiliates in any matters and disputes adverse to Buyer, the Company and/or any Subsidiary that either are existing on the Effective Date or arise in the future. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives any claim that Buyer, the Company or any Subsidiary has or may have that Sidley Austin LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, if event a dispute arises after the Closing between BuyerBuyer or the Company, on the Company or any Subsidiary one hand, and Seller or any of his Affiliatesthe Shareholder Parties (the “Seller Group”), then Sidley Austin on the other, Xxxxxxx Xxxxxxx LLP and/or Xxxxx Xxxx LLC may represent Seller or such Affiliate Group in such dispute even though the interests of Seller or such Affiliate Group may be directly adverse to Buyerthe Company, the Company and/or such Subsidiary and even though Sidley Austin Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC may have represented the Company or such Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Buyer, on behalf of itself Seller and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries), also agrees further agree that, as to (i) all communications solely between or among Sidley Austin LLP Xxxxxxx Xxxxxxx LLP, on the one hand, and Sellerthe 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 any way to the transactions contemplated by this Agreement, the Company, any Subsidiary and/or any of their respective Affiliates that occur prior to the Closing, the attorney-attorney- client privilege and the expectation of client confidence belongs to Seller Group and may be controlled by Seller Group, and shall not pass to or be claimed or controlled by Buyerthe Company; provided, however, that Seller’s Representative shall waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or any Subsidiarydefense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, if in the event a dispute arises between Buyer, Buyer or the Company or any Subsidiary and a third party Person other than Seller or an Affiliate of Seller Group after the Closing, then the Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLPXxxxxxx Xxxxxxx LLP or Xxxxx Xxxx LLC to such Person and both Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC shall provide such information as requested by the Company; provided provided, however, that if the Company or the Subsidiaries elect to may not waive such privilegeprivilege without the prior written consent of Seller’s Representative, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such waiverwhich consent will not be unreasonably withheld.

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

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

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the its Subsidiaries) agrees that, notwithstanding any current or prior representation of Parent, the Company and and/or any Subsidiary of the Subsidiaries Company by Sidley Austin Xxxxx & Xxxxxxx LLP, Sidley Austin Xxxxx & Xxxxxxx LLP shall be allowed to represent Seller any or all of Parent and any of his its Affiliates in any matters and disputes adverse to Buyer, the Company, any Subsidiary of the Company and/or any Subsidiary their respective Affiliates that either are existing on the Effective Date date of this Agreement or arise in the futurefuture and, in each case, relate to the negotiation, documentation and consummation of this Agreement or the Transactions. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby (i) waives any claim that Buyer, the Company or Company, any Subsidiary has of the Company and their respective Affiliates have or may have that Sidley Austin Xxxxx & Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company, any Subsidiary of the Company or any Subsidiary and Seller or any of his their respective Affiliates, on the one hand, and any or all of Parent and its Affiliates, on the other hand, then Sidley Austin Xxxxx & Xxxxxxx LLP may represent Seller any or such Affiliate all of Parent and its Affiliates in such dispute even though the interests of Seller any or such Affiliate all of Parent and its Affiliates may be directly adverse to Buyer, the Company, any Subsidiary of the Company and/or such Subsidiary their respective Affiliates and even though Sidley Austin Xxxxx & Xxxxxxx LLP may have represented the Company or such Subsidiary and/or any of its Subsidiaries in a matter substantially related to such disputedispute or may be handling ongoing matters for Buyer, the Company, any Subsidiary of the Company and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the its Subsidiaries), also agrees that, as to all communications between or among Sidley Austin Xxxxx & Xxxxxxx LLP and SellerParent, the Company, any Subsidiary of the Company and/or any of their respective Affiliates that occur prior relate to the Closingnegotiation, documentation and consummation of this Agreement or the Transactions, the attorney-client privilege and the expectation of client confidence belongs to Seller and may Parent, shall be controlled by Seller Parent and shall not pass to or be claimed by Buyer, the Company or any Subsidiaryof its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any Subsidiary of its Subsidiaries, on the one hand, and a third party (other than Seller Parent or an Affiliate any of Seller their respective Affiliates), on the other hand, after the Closing, then Buyer, the Company or any such Subsidiary (of its Subsidiaries, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin involving Xxxxx & Xxxxxxx LLP; provided provided, however, that if neither the Company or the nor any of its Subsidiaries elect to may waive such privilege, privilege without the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice prior written consent of such waiverParent.

Conflicts and Privilege. BuyerParent, Holdco, Merger Sub and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and the or any of its Subsidiaries by Sidley Austin LLPStroock & Stroock & Lxxxx LLP (“Stroock), Sidley Austin LLP Stroock shall be allowed to represent Seller and any Seller, the Representative or any of his their respective Affiliates in any matters and and/or disputes (or any other matter), including any matter or dispute adverse to BuyerParent, the Company and/or Company, any Subsidiary Subsidiaries of Parent or the Company, or any of their respective Affiliates that either are is existing on the Effective Date date hereof or arise that arises in the future. Buyerfuture and relates to this Agreement or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, and Parent, Holdco, Merger Sub and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries) hereby waives (a) waive any claim that Buyer, the Company or any Subsidiary has they have or may have that Sidley Austin LLP Stroock has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees (b) agree that, if in the event that a dispute arises after the Closing between BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company or any Subsidiary of their respective Affiliates (on the one hand) and Seller any Seller, the Representative or any of his Affiliatestheir respective Affiliates (on the other hand), then Sidley Austin LLP Stroock may represent Seller such Seller, the Representative or such Affiliate in such dispute even though the interests of Seller such Seller, the Representative or such Affiliate may be directly adverse to BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company and/or such Subsidiary or any of their respective Affiliates and even though Sidley Austin LLP Stroock may have represented the Company or such Subsidiary and its Subsidiaries in a matter substantially related to such dispute. BuyerParent, Holdco and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaries), ) also agrees further agree that, as to all communications between or among Sidley Austin LLP Stroock and Seller, the Company, any Subsidiary of the Subsidiaries of the Company, any of the Sellers, the Representative and/or any of their respective Affiliates that occur prior relate in any way to (i) the Closingbusiness, operations, finances, assets, securities, liabilities or prospects of, or any other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by the Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs to Seller the Representative and may be controlled by Seller the Representative and shall not pass to or be claimed by BuyerParent, the Company or any Subsidiary. Notwithstanding the foregoing, if a dispute arises between BuyerHoldco, the Company or any Subsidiary and a third party other than Seller or an Affiliate of Seller after the ClosingParent, then the Company or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Sidley Austin LLP; provided that if the Company Holdco or the Subsidiaries elect to waive such privilege, the Company or the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of such waiverCompany.