Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“AP”) to act as their counsel in connection with the transactions contemplated hereby and that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP 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, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative may be directly adverse to Parent, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter related to such dispute. Parent further agrees that, as to all communications among PB or AP and the Company, any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP to such 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, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereof.

Conflicts and Privilege. It is acknowledged by each The undersigned agree that, notwithstanding any current or prior representation of any one or more of the parties hereto that ACASSeller Parties by KK, ACEIKK will be allowed to represent Seller or any of its Affiliates (which will no longer include the Companies after the Closing) in any matters and disputes, ACEIIincluding in any matter or dispute adverse to Buyer and its Affiliates (including, after the Closing, the Company Companies) that either is existing on the date hereof or that arise in the future (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Representative Transaction), and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Companies) to, (a) waive any claim they have retained ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“AP”) to act as their counsel in connection with the transactions contemplated hereby and or may have that neither PB nor AP KK has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation and (b) agree that, in the event that of such a dispute arises after the Closing between Parentmatter or dispute, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP KK may represent ACAS, ACEI, ACEII Seller or the Representative such Affiliate in such dispute even though the interests of ACAS, ACEI, ACEII Seller or the Representative such Affiliate may be directly adverse to Parent, the other Stockholders, the Company Buyer or its Subsidiaries, provided, that PB or AP, as applicable, has not Affiliates (including the Companies) and even though KK may have represented and is not then currently representing the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Companies. Parent Buyer further agrees, and agrees to cause its Affiliates (including, after the Closing, the Companies) to agree, that, as to all communications among PB or AP KK and the CompanySeller and their respective Affiliates (including, any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate prior to the transactions Closing, the Companies) and any files of KK to the extent related to the Transaction contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to the Representative to, and may be controlled by the Representative by, Parent or Seller and shall will not pass to or be claimed by ParentBuyer or its Affiliates (including, after the Closing, the Company Companies). Accordingly, none of Buyer or any its Affiliates (including the Companies) will have access to such communications or to the files of its SubsidiariesKK relating to the Transaction from and after the Closing. Notwithstanding the foregoing, in the event that if a dispute arises between Parent, Buyer or its Affiliates (including the Company or any of its Subsidiaries Companies) and a third party other than a party Party to this Agreement after the Closing, Buyer or its Affiliates (including the Company or such Subsidiary Companies) may assert assert, and Parent, Seller and their Affiliates may not waive, the attorney-client privilege to prevent disclosure of confidential communications by PB or AP KK and any files of KK to such third party, and in such case, Buyer and its Affiliates (including the Companies) will have access to such communications or files, provided they arise from KK’s representation of the Companies (and, for the avoidance of doubt, do not exclusively arise from KK’s representation of parties other than the Companies); provided, however, that neither the Company nor such Subsidiary Companies may not waive such privilege or other protection, and Buyer and its Affiliates (including the Companies) will not have such access, without the prior written consent of PB or AP, as applicableSeller, which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned. Each S▇▇▇▇▇ agrees that, as to all communications between KK and the Companies prior to the Closing that do not relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege, the expectation of PB client confidence and AP any attorney work product belongs to, and may be controlled by, B▇▇▇▇ and the Companies and will pass to Buyer and the Companies from and after the Closing. Accordingly, from and after the Closing, Buyer (and, after the Closing, the Companies) will have access to such communications and to the files of KK relating to KK’s representation of the Companies other than with respect to the Transaction. Nothing herein is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofwaive KK’s rights to protect its own work product.

Conflicts and Privilege. It is acknowledged by each (a) The Buyer agrees that, notwithstanding any current or prior representation of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained its Subsidiaries by ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & Bockius LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP L.L.P. (together, the “APFirms” and, each, a “Firm”) ), each Firm shall be allowed to act as their counsel represent the Seller or any of its Affiliates in connection with the transactions contemplated hereby any matters and that neither PB nor AP has acted as counsel for disputes (or any other party matter), including in connection with any matter or dispute adverse to the transactions contemplated Buyer, the Company or any Subsidiary that relates to this Agreement and the Transactions (a “Dispute”). The Buyer hereby and (i) waives any claim it has or may have that none of the other parties such Firm has the status of a client of PB or AP for conflict of interest or is otherwise prohibited from engaging in any other purposes as a result thereof. Parent hereby such representation; (ii) agrees that, in the event that a dispute Dispute arises after the Closing between Parentthe Buyer, the CompanyCompany or any Subsidiary, ACASon the one hand, ACEIand Seller or any of its Affiliates, ACEII or on the Representativeother hand, PB or AP such Firm may represent ACAS, ACEI, ACEII Seller or the Representative any of its Affiliates in such dispute Dispute even though the interests of ACAS, ACEI, ACEII Seller or the Representative its Affiliate may be directly adverse to Parent, the other StockholdersBuyer, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not the Subsidiaries and even though such Firm may have represented and is not then currently representing the Company or its the Subsidiaries in a matter substantially related to such dispute. Parent further agrees thatDispute, as to all communications among PB or AP and may be handling ongoing matters for the CompanyCompany or the Subsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, between the Company or any of its Subsidiaries. Notwithstanding , on the foregoingone hand, and either Firm, on the other hand, and the Seller shall cause either Firm, as applicable, acting as its counsel to not take any actions or engage in any representation that would affect or be deemed to be such a waiver, it being understood that the determination of whether such a waiver has occurred (or is reasonably likely to occur) will be subject to the Seller’s reasonable determination and nothing in this Section 12.13 shall be construed to prevent the Seller from taking any action with respect to which the Seller has reasonably determined that no such waiver will, or is reasonably likely to, occur as a result thereof. (b) The Buyer is aware that, in connection with the event that a dispute arises Firms’ representation of the Company and the Subsidiaries, the Firms are or may be in possession of information of the Company and the Subsidiaries including communications between Parent, either Firm and the Company or any of its Subsidiaries and Subsidiary relating to the Transactions (such documents in the possession of either Firm shall be referred to as the “Communications”). The Buyer agrees that the foregoing shall not be asserted as a third party other than basis to claim that a party to this Agreement after Firm cannot represent the Seller or its Affiliates in any matter, including in a Dispute. The Buyer further agrees that, following the Closing, the Company Seller may use such Communications so long as the Seller reasonably determines that the use of such Communications shall not waive (and is reasonably likely not to waive) any applicable privilege, and that the Buyer will not (i) request from either Firm or such Subsidiary may assert (ii) use or intentionally access any of the attorney-client privilege to prevent disclosure of confidential communications by PB Communications in connection with any Dispute or AP to such third partypotential Dispute; provided, however, that neither nothing contained herein shall prevent the Company nor Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding by an unrelated third party so long as such Subsidiary Communications are not subject to exclusion from such document production request or discovery on the basis of attorney-client privilege. For the avoidance of 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 can or may be asserted to prevent disclosure of any Communications to any third party, and the Seller shall not take any action, or cause the Firms to take any action, that the Seller reasonably determines would reasonably be expected to waive any such privilege without the prior written consent of PB or AP, protection as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended to any third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofparty.

Conflicts and Privilege. It is acknowledged The Company, Buyer and Sellers agree that, notwithstanding any current or prior representation of Seller or its Affiliates by each of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained ▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇ LLP (“PBOMM”) will be allowed to represent Sellers or any of their respective Affiliates (which will no longer include the Acquired Companies after the Closing) in any matters and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP disputes, including in any matter or dispute adverse to Buyer and its Affiliates (“AP”including, after the Closing, the Acquired Companies) that either is existing on the date hereof or that arises in the future and relates to act as their counsel in connection with this Agreement and the transactions contemplated hereby Transaction, and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to, (a) waive any claim they have or may have that neither PB nor AP OMM has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between ParentBuyer or any of its Affiliates (on the one hand) and Sellers or any of their respective Affiliates (on the other hand), the Company, ACAS, ACEI, ACEII or the Representative, PB or AP OMM may represent ACAS, ACEI, ACEII Sellers or the Representative such Affiliate in such dispute even though the interests of ACAS, ACEI, ACEII Sellers or the Representative such Affiliate may be directly adverse to Parent, the other Stockholders, the Company Buyer or its Subsidiaries, provided, that PB or AP, as applicable, has not Affiliates (including the Acquired Companies) and even though OMM may have represented and is not then currently representing the any Acquired Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Acquired Companies. Parent Buyer further agrees, and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to agree, that, as to all communications among PB or AP OMM and the CompanySellers and their respective Affiliates (including, any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate prior to the transactions Closing, the Acquired Companies) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative to, and may be controlled by the Representative by, Sellers and shall will not pass to or be claimed by ParentBuyer or its Affiliates (including, after the Closing, the Company Acquired Companies). Accordingly, none of Buyer or any its Affiliates (including the Acquired Companies) will have access to such communications or to the files of its SubsidiariesOMM relating to the Transaction from and after the Closing. Notwithstanding the foregoing, in the event that if a dispute arises between Parent, Buyer or its Affiliates (including the Company or any of its Subsidiaries Acquired Companies) and a third party other than a party Party to this Agreement after the Closing, the Company or such Subsidiary Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP OMM to such third party; provided, however, that neither the Company nor such Subsidiary Acquired Companies may not waive such privilege without the prior written consent of PB or APSellers. This Section 10.11 will be irrevocable, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary no term of this Section 9.4 and shall 10.11 may be entitled to rely on amended, waived or modified, without the provisions hereofprior written consent of OMM.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS, ACEI, ACEII, (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Representative have retained Company, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and Ellenoff ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP Schole LLP) that represented SPAC and/or Sponsor prior to the Closing (“APPrior SPAC Counsel”) to act as their counsel in connection with the transactions contemplated hereby and that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP 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, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative Sponsor in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative Sponsor may be directly adverse to ParentSPAC, and even though such counsel may have represented SPAC prior to the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries Closing in a matter substantially related to such dispute. Parent further agrees thatAll pre-Closing communications between or among Prior SPAC Counsel, as to all communications among PB on the one hand, and SPAC or AP Sponsor, on the other hand, shall remain privileged after the Closing and the Company, any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Representative and may Sponsor, shall be controlled by the Representative Sponsor and shall not pass to or be claimed by ParentCompany or SPAC following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing. (b) The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC and the Rumble Companies, that all pre-Closing communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the Company “SPAC Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing; provided,however, that nothing contained herein shall be deemed to be a waiver by Sponsor or any of its Subsidiaries. Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between ParentSPAC or the Rumble Companies, on the Company or any of its Subsidiaries one hand, and a third party other than a party to this Agreement after Sponsor, on the Closingother hand, the Company or such Subsidiary Sponsor may assert the attorney-client privilege to prevent the disclosure of confidential communications by PB or AP the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Company nor such Subsidiary Rumble Companies may waive such privilege with respect to Privileged SPAC Deal Communications without the prior written consent of PB Sponsor. In the event that SPAC or APthe Rumble Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall as applicablepromptly as practicable (and, which consent in any event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this ‎Section 10.18) so that Sponsor can (at the cost and expense of Sponsor) seek a protective order, and SPAC and the Rumble Companies agree to use commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall not be unreasonably withheldhold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofone hand, and SPAC or any Rumble Companies after the Closing, on the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) SPAC agrees on behalf of itself and, after the Closing, on behalf of SPAC and the Rumble Companies, (i) to the extent that SPAC or, after the Closing, the Rumble Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this ‎Section 10.18, and (b) neither SPAC nor the Rumble Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC or any Rumble Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or the Rumble Companies after the Closing have the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACASthe Company, ACEI, ACEII, the Company WBCP QP and the Representative have retained W▇▇▇▇▇▇ ▇▇▇▇▇ LLP Capital Partners VII, LP (“PB”together with WBCP QP, "WBCP") and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“AP”) have retained K&E to act as their its counsel in connection with the transactions contemplated hereby and that neither PB nor AP K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP K&E for conflict of interest or any other purposes as a result thereof. Parent The Buyer hereby agrees that, in the event that a dispute arises after the Closing between Parentthe Buyer and WBCP (including WBCP QP, in its capacity as the CompanySellers' Representative), ACAS, ACEI, ACEII or the Representative, PB or AP K&E may represent ACASWBCP (including WBCP QP, ACEI, ACEII or in its capacity as the Representative Sellers' Representative) in such dispute even though the interests of ACASWBCP (including WBCP QP, ACEI, ACEII or in its capacity as the Representative Sellers' Representative) may be directly adverse to Parent, the other StockholdersBuyer, the Company or its the Subsidiaries, provided, that PB or AP, as applicable, has not and even though K&E may have represented and is not then currently representing the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer, the Company or the Subsidiaries. Parent Buyer further agrees that, as to all communications among PB or AP and K&E, the Company, the Subsidiaries and WBCP (including WBCP QP, in its capacity as the Sellers' Representative) that relate in any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to WBCP (including WBCP QP, in its capacity as the Representative Sellers' Representative) and may be controlled by the Representative WBCP and shall not pass to or be claimed by Parentthe Buyer, the Company or any of its the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parentthe Buyer, the Company or any of its the Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company or such Subsidiary and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP K&E to such third party; provided, however, that neither the Company nor such Subsidiary the Subsidiaries may waive such privilege without the prior written consent of PB or AP, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofWBCP.

Conflicts and Privilege. It is acknowledged by each (a) The Buyer and the Seller agree that, notwithstanding any current or prior representation of the parties hereto that ACAS, ACEI, ACEIICompany, the Company and the Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ Seller or their Affiliates by K&L Gates LLP (“PBK&L Gates”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“AP”) ), K&L Gates is permitted to act as represent any of the Seller or any of its respective Affiliates in any matters or disputes adverse to the Buyer, the Company, or any of their counsel respective Affiliates, whether or not such matter is one in connection with which K&L Gates may have previously advised the Seller or the Company, but in each case arising out of this Agreement or the transactions contemplated hereby hereby, including any matters that exist on the date of this Agreement or may arise in the future and that neither PB nor AP has acted as counsel for relate to this Agreement or any other party in connection with transactions or documents contemplated by this Agreement. The Buyer and the transactions contemplated hereby and that none Seller hereby, including on behalf of the other parties Company, (i) waive any claim they have or may have that K&L Gates has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that if a dispute arises after the Closing Date between Parentthe Buyer, the CompanyCompany or any of their respective Affiliates, ACASon the one hand, ACEIand any of the Seller or any of their respective Affiliates, ACEII or on the Representativeother hand, PB or AP with respect to the transactions contemplated hereby, K&L Gates may represent ACAS, ACEI, ACEII any of the Seller or its Affiliates in the Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative any of such person may be directly adverse to Parent, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter related to such dispute. Parent further agrees that, as to all communications among PB or AP and the Company, any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by ParentBuyer, the Company or any of its Subsidiaries. Notwithstanding their Affiliates and even though K&L Gates may have represented the foregoingSeller or the Company in a matter substantially related to the dispute, and the Buyer will cause the Company to waive any such claims and make such agreement. (b) The Buyer further agrees that it shall not assert, and following the Closing shall cause the Company not to assert, any claim against K&L Gates in respect of legal services provided to the event that a dispute arises between ParentCompany by K&L Gates with respect to the transactions contemplated hereby, whether or not the services relate to the Company or the Purchased Shares. (c) The Buyer also further agrees and consents to the disclosure by K&L Gates to the Seller of any information learned by K&L Gates in the course of its Subsidiaries and a third party other than a party to this Agreement after representation of the ClosingCompany, the Company Seller and their Affiliates, whether or not such Subsidiary may assert information is subject to the attorney-client privilege to prevent or K&L Gates’ duty of confidentiality and whether or not the disclosure of confidential communications by PB is made before or AP to such third party; providedafter the Closing Date. (d) From and after the Closing Date, however, that neither the Company nor will no longer have any attorney-client relationship with K&L Gates, unless K&L Gates is specifically engaged in writing by the Company to represent it after the Closing Date and either the representation involves no conflict of interest with respect to the Seller or the Seller consents in writing to the engagement. Any such Subsidiary may waive such privilege without representation by K&L Gates after the prior written consent of PB or AP, as applicable, which consent shall Closing Date will not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary affect the provisions of this Section 9.4 and shall be entitled to rely on the provisions hereof10.13.

Conflicts and Privilege. It is acknowledged by each Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Acquired Companies) agrees that, notwithstanding any current or prior representation of any of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained Acquired Companies by Ropes & ▇▇▇▇ LLP or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP , S.C. (each, a “APFirm” and collectively, the “Firms”), each Firm shall be allowed to represent the Sellers (and the Sellers’ Representative) in any matters and disputes adverse to act as their counsel in connection with Buyer and/or any Acquired Company that relate to this Agreement or the transactions contemplated by this Agreement. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Acquired Companies) hereby and (a) waives any claim that neither PB nor AP Buyer or any Acquired Company has acted as counsel for any other party in connection with the transactions contemplated hereby and or may have that none of the other parties either Firm has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that if a dispute arises after the Closing between Parent, the Buyer or any Acquired Company, ACASon the one hand, ACEI, ACEII and any Seller (or the Sellers’ Representative), PB or AP on the other hand, then either Firm may represent ACAS, ACEI, ACEII or such Seller (and/or the Representative Sellers’ Representative) in such dispute even though the interests of ACAS, ACEI, ACEII one or the Representative more of such Persons may be directly adverse to Parent, Buyer and/or the other Stockholders, Acquired Companies and even though such Firm may have represented one or more of the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries Acquired Companies in a matter substantially related to such dispute. Parent further Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Acquired Companies), also agrees that, as to all communications between or among PB or AP and either of the Firms, the Sellers, the Acquired Companies (with respect to any Acquired Company, solely prior to the Closing) and/or any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative their respective Affiliates that primarily relate in any way to this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative Sellers and may be controlled by the Sellers’ Representative and shall not pass to or be claimed by Parent, the Company Buyer or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP to such 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, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofAcquired Company.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS, ACEI, ACEII(a) Acquiror, the Company Companies and the Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ LLP Holder hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among Acquiror, the SCH Designated Directors and/or the Sponsor, on the one hand, and the Companies and/or the Holder, on the other hand, any legal counsel (“PB”) and including Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇▇▇F▇▇▇ LLP (“AP”LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to act as their counsel in connection with the transactions contemplated hereby and that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP 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, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative SCH Designated Directors and/or the Sponsor in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative SCH Designated Directors and/or the Sponsor may be directly adverse to Parentthe Acquiror, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not and even though such counsel may have represented and is not then currently representing the Company or its Subsidiaries Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the SCH Designated Directors and/or the Sponsor. Parent Acquiror, the Companies and the Holder further agrees agree that, as to all legally privileged communications prior to the Closing between or among PB any legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or AP and the Company, more such Persons that relate in any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate way to the transactions contemplated by this Agreementhereby, the attorney-/client privilege and the expectation of client confidence belongs to the Representative SCH Designated Directors and may be controlled by the Representative such SCH Designated Directors, and shall not pass to or be claimed or controlled by ParentAcquiror (after giving effect to the Closing), the Company Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or any defense of its Subsidiariestheir respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies prior to the Closing with Acquiror, the Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. (b) Acquiror and the Companies hereby agree that, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party with respect to this Agreement or the transactions contemplated hereby arises after the ClosingClosing between or among the Holder Designated Directors and/or the Holder, on the one hand, and the Companies and/or Acquiror, on the other hand, any legal counsel (including L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) that represented the Holder Designated Directors and/or the Holder prior to the Closing may represent the Holder Designated Directors and/or the Holder in such dispute even though the interests of the Holder Designated Directors and/or the Holder may be directly adverse to the Acquiror and/or the Companies, and even though such counsel may have represented Acquiror and/or the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Company Companies, the Holder Designated Directors and/or the Holder. Acquiror and the Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) that represented the Companies, the Holder Designated Directors and/or the Holder prior to the Closing and any one or more such Subsidiary may assert Persons that relate in any way to the transactions contemplated hereby, the attorney-/client privilege and the expectation of client confidence belongs to prevent disclosure of confidential communications the Holder and/or the Holder Designated Directors and may be controlled by PB the Holder and/or such SCH Designated Directors, and shall not pass to or AP be claimed or controlled by Acquiror (after giving effect to such third partythe Closing) or the Companies; provided, however, provided that neither the Company nor such Subsidiary may Holder and/or the Holder Designated Directors shall not waive such attorney/client privilege without 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, any privileged communications or information shared by Acquiror prior written consent to the Closing with the Holder or the Holder Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of PB or AP, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofSurviving Companies.

Conflicts and Privilege. It is acknowledged by each Buyer, on behalf of itself and its Affiliates (which for this purpose, shall be deemed to include the Company) agrees that, notwithstanding any current or prior representation of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained ▇▇by ▇▇▇▇ ▇▇▇▇▇ ▇, Esq., Sidley Austin LLP (“PB”) and ▇▇▇▇▇, Olson, Michod, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ▇▇, LLC (the “APCounsel”), the Counsel shall be allowed to represent Sellers and any of their Affiliates in any matters and disputes adverse to Buyer and the Company that either are existing on the 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) to act as their counsel in connection with hereby waives any claim that Buyer or the transactions contemplated hereby and Company has or may have that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties Counsel has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby is otherwise prohibited from engaging in such representation and agrees that, in the event that if a dispute arises after the Closing between Parent, the Company, ACAS, ACEI, ACEII Buyer or the RepresentativeCompany and any Seller or any of their Affiliates, PB then any or AP all of the Counsel may represent ACAS, ACEI, ACEII Sellers or the Representative such Affiliate in such dispute even though the interests of ACAS, ACEI, ACEII Sellers or the Representative such Affiliate may be directly adverse to Parent, the other Stockholders, Buyer or the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not and even though the Counsel may have represented and is not then currently representing the Company or its Subsidiaries in a matter substantially related to such dispute. Parent further Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company), also agrees that, as to all communications between or among PB or AP the Counsel and Sellers, the Company, and/or any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative their respective Affiliates that primarily relate occurred prior to the transactions Closing and related to the negotiation of this Agreement and the agreements, certificates and other documents contemplated by this Agreementhereby, the attorney-client privilege and the expectation of client confidence belongs belong to the Representative Sellers and may be controlled by the Representative Sellers and shall not pass to or be claimed by ParentBuyer or the Company. Sellers hereby acknowledge and agree that, for all other communications between or among the Counsel and Sellers, the Company or Company, and/or any of its Subsidiariestheir respective Affiliates that occurred prior to the Closing and for which the Company had the right, prior to the Closing, to assert and waive the attorney-client privilege, the Company’s right to assert and waive the attorney-client privilege and expectation of client confidence shall pass to and be claimed by Buyer and the Company. Notwithstanding the foregoing, in the event that a if an inquiry or dispute arises after the Closing between Parent, the Company or any of its Subsidiaries and a third party (other than a party to this Agreement after the ClosingSellers or an Affiliate of Sellers), then the Company or such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by PB or AP to such third partythe Counsel; provided, however, provided that neither if the Company nor such Subsidiary may elects to waive such privilege without privilege, the prior written consent Company shall provide Sellers with reasonable advance notice of PB or AP, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofsuch waiver.

Conflicts and Privilege. It is acknowledged The Company, Buyer and Sellers agree that, notwithstanding any current or prior representation of any Seller or its Affiliates by each of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained ▇▇▇▇▇▇ ▇O’Melveny & M▇▇▇▇ LLP (“PBOMM”), OMM will be allowed to represent Sellers or any of their respective Affiliates (which will no longer include the Company after the Closing) in any matters and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP disputes, including in any matter or dispute adverse to Buyer and its Affiliates (“AP”excluding, after the Closing, the Company) that either is existing on the date hereof or that arises in the future (provided that this waiver will not extend to act as their counsel in connection with any such future matter or dispute to the transactions contemplated hereby extent such future matter or dispute is unrelated to this Agreement and the Transactions), and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that neither PB nor AP OMM has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation and (b) agree that, in the event that of such a dispute arises after the Closing between Parentmatter or dispute, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP OMM may represent ACAS, ACEI, ACEII Sellers or the Representative such Affiliate in such dispute even though the interests of ACAS, ACEI, ACEII Sellers or the Representative such Affiliate may be directly adverse to Parent, Buyer or its Affiliates (including the other Stockholders, Company) and even though OMM may have represented the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company. Parent Buyer further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company) to agree, that, as to all communications among PB or AP OMM and Sellers and their respective Affiliates (including, prior to the Closing, the Company, ) and any Subsidiary files of the Company, ACAS, ACEI, ACEII and/or the Representative OMM that primarily relate in any way to the transactions Transactions contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to the Representative to, and may be controlled by the Representative by, Sellers and shall will not pass to or be claimed by ParentBuyer or its Affiliates (including, after the Closing, the Company Company). Accordingly, none of Buyer or any its Affiliates (including the Company) will have access to such communications or to the files of its SubsidiariesOMM relating to the Transactions from and after the Closing. Notwithstanding the foregoing, in the event that if a dispute arises between Parent, Buyer or its Affiliates (including the Company or any of its Subsidiaries Company) and a third party other than a party Party to this Agreement after the Closing, the Company or such Subsidiary may will give prompt notice to Sellers and OMM and assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP 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 they arise from OMM’s representation of the Company (and, for the avoidance of doubt, do not exclusively arise from OMM’s representation of parties other than the Company); provided, however, that neither the Company nor such Subsidiary 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 PB or AP, as applicablethe Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Each 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 PB client confidence and AP 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 other than with respect to the Transactions. Nothing herein is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofwaive OMM’s rights to protect its own work product.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACASBuyer, ACEIParent, ACEII, the Company and the Representative have retained ▇NewCo agree that notwithstanding any current or prior representation of Parent and/or its Affiliates by ▇▇▇▇▇ ▇▇▇▇▇ LLP (“PBMB”), MB will be allowed to represent Parent or any of its Affiliates (which will no longer include NewCo after the Closing) in any matters and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP disputes, including in any matter or dispute adverse to Buyer and its Affiliates (“AP”including, after the Closing, NewCo) that either is existing on the date hereof or that arises in the future and in each case relates to act as their counsel in connection this Agreement, and Buyer does hereby, and agrees with respect thereto to cause its Affiliates (including, after the transactions contemplated hereby and Closing, NewCo) to, (a) waive any claim they have or may have that neither PB nor AP MB has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between ParentBuyer or any of its Affiliates (on the one hand) and Parent or any of its Affiliates (on the other hand), the Company, ACAS, ACEI, ACEII or the Representative, PB or AP MB may represent ACAS, ACEI, ACEII Parent or the Representative such Affiliate in such dispute even though the interests of ACAS, ACEI, ACEII Parent or the Representative such Affiliate may be directly adverse to Parent, the other Stockholders, the Company Buyer or its SubsidiariesAffiliates (including NewCo) and even though MB may be handling ongoing matters for Buyer or NewCo. Buyer further agrees, and agrees to cause its Affiliates (including, after the Closing, NewCo; provided, however, that PB or APMB shall be permitted to represent NewCo pursuant to the terms of Section 9.6 of this Agreement) to agree, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter related to such dispute. Parent further agrees that, as to all privileged communications between or among PB or AP MB and Parent and any of its Affiliates (including, prior to the CompanyClosing, NewCo) that relate in any Subsidiary of the Companyway to this Agreement, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreementherby, the Isle Excluded Assets or the Isle Excluded Obligations or NewCo, its Affiliates or any of their respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to the Representative to, and may be controlled by the Representative by, Parent and shall will not pass to or be claimed by ParentBuyer or its Affiliates (including, after the Company Closing, NewCo). Accordingly, none of Buyer or any of its SubsidiariesAffiliates (including NewCo) will have access to such communications from and after the Closing. Notwithstanding the foregoingforegoing in this Section 11.17, in the event that if a dispute arises between Parent, the Company Buyer or any of its Subsidiaries Affiliates (including NewCo) and a third party other than a party to this Agreement or its Affiliates after the Closing, the Company or such Subsidiary NewCo may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP MB to such unaffiliated third party; provided, however, that neither the Company nor such Subsidiary NewCo may not waive such privilege without the prior written consent of PB or APParent. This Section 11.17 will be irrevocable, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary no term of this Section 9.4 11.17 may be amended, waived, or modified, without the prior written consent of Parent and shall be entitled to rely on the provisions hereofBuyer.

Conflicts and Privilege. It is acknowledged by each Buyer agrees that, notwithstanding any current or prior representation of the parties hereto that ACAS, ACEI, ACEIIIntermediate LLC, the Company and the Representative have retained Subsidiaries by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“APPepper”) ), Pepper shall be allowed to act as their counsel represent Seller or any of its Affiliates in connection with any matters and disputes (or any other matter), including in any matter or dispute adverse to Buyer, Intermediate 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 neither PB nor AP Pepper has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute Dispute arises after the Closing between ParentBuyer, Intermediate LLC, the CompanyCompany or any Subsidiary and Seller or any of its Affiliates, ACAS, ACEI, ACEII or the Representative, PB or AP Pepper may represent ACAS, ACEI, ACEII Seller or the Representative any of its Affiliates in such dispute Dispute even though the interests of ACAS, ACEI, ACEII Seller or the Representative its Affiliate may be directly adverse to ParentBuyer, the other StockholdersIntermediate LLC, the Company or its Subsidiariesthe Subsidiaries and even though Pepper may have represented Intermediate LLC, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its the Subsidiaries in a matter substantially related to such dispute. Parent further agrees thatDispute, as to all communications among PB or AP and may be handling ongoing matters for the CompanyCompany or the Subsidiaries; provided, however, that that no such representation shall be a waiver of any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative that primarily relate to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parentbetween Intermediate LLC, the Company or any of its Subsidiaries, on the one hand, and Pepper, on the other hand, and Seller shall cause Pepper acting as its counsel to not take any actions or engage in any representation that would affect or be deemed to be such a waiver. Notwithstanding Following the foregoingClosing, 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. Following the event that a dispute arises between ParentClosing, Seller shall be permitted to use the Communications in connection with the defense of any Dispute with Buyer, Intermediate LLC, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the ClosingSubsidiaries; provided, the Company that such use does not waive any applicable privileges or such Subsidiary protections that can or may assert the attorney-client privilege be asserted to prevent disclosure of confidential communications by PB or AP any Communications to such any third party; provided. For the avoidance of doubt, howevernothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or 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 neither the Company nor such Subsidiary may would reasonably be expected to waive any such privilege without the prior written consent of PB or AP, protection as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended to any third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofparty.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS(a) Acquiror, ACEI, ACEII, Parent and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on the one hand, and Parent or the Representative have retained Company, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, CMS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Nabarro Olswang LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing (“Prior Acquiror Counsel”) may represent Sponsor in such dispute even though the interests of 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 and/or Sponsor. All 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 to Acquiror Deal Communications shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by the Company, 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 following the Closing. (b) Parent further agrees, on behalf of itself and, after the Closing, on behalf of Acquiror and the EMEA Companies, that all communications in any form or format whatsoever between or among any of Prior Acquiror Counsel, Acquiror, Merger Sub or the Sponsor, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Acquiror Deal Communications”) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Acquiror or the EMEA Companies after the Closing. All Acquiror Deal Communications that are attorney-client privileged (the “Privileged Acquiror Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Acquiror or the EMEA Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the EMEA Companies, on the one hand, and a third party other than Sponsor, on the other hand, Acquiror or the EMEA Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Acquiror Deal Communications to such third party. In the event that Acquiror or the EMEA Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Acquiror Deal Communications, Acquiror shall promptly notify Sponsor in writing (including by making specific reference to this Section 10.18) so that Sponsor can seek a protective order and Acquiror and the EMEA Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior Acquiror Counsel constitute Acquiror Deal Communications that is property of its clients, only Sponsor shall hold such property rights and Prior Acquiror Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Acquiror Deal Communications by reason of any attorney-client relationship between Prior Acquiror Counsel, on the one hand, and Acquiror or any EMEA Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) Acquiror agrees on behalf of itself and the EMEA Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the EMEA Companies receives or takes physical possession of any Acquiror Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the EMEA Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Acquiror Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Acquiror or any EMEA Company waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the EMEA Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Acquiror Deal Communications from Prior Acquiror Counsel so long as such Acquiror Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“PB”) and ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (each a “APPrior Company Counsel”) has acted as counsel to act Parent and the Company in various matters involving a range of issues and as their counsel to the Company in connection with the transactions contemplated negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, Acquiror hereby irrevocably waives and that neither PB nor AP has acted as counsel for agrees not to assert, and agrees to cause the EMEA Companies after the Closing to irrevocably waive and agree not to assert, any other party conflict of interest arising from or in connection with the transactions contemplated hereby and that none (i) Prior Company Counsel’s prior representation of the other parties has Company and (ii) Prior Company Counsel’s representation of any member of the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees thatEMEA Companies (collectively, in the event that a dispute arises “Company Advised Parties”) prior to and after the Closing Closing. (g) Acquiror further agrees, on behalf of itself and, after the Closing, on behalf of the EMEA Companies, that all communications in any form or format whatsoever between Parentor among any of Prior Company Counsel, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative may be directly adverse to Parent, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter related to such dispute. Parent further agrees that, as to all communications among PB or AP and the Company, any Subsidiary of the CompanyEMEA Companies, ACAS, ACEI, ACEII and/or the Representative or any of their respective Representatives that primarily relate in any way to the transactions contemplated by negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the attorney-client privilege “Company Deal Communications”) shall be deemed to be retained and owned collectively by the expectation of client confidence belongs to the Representative and may Company Advised Parties, shall be controlled by Parent on behalf of the Representative EMEA Companies and shall not pass to or be claimed by Acquiror or the EMEA Companies after the Closing. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Parent, shall be controlled by Parent and shall not pass to or be claimed by Acquiror, the Surviving Company or the EMEA Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by Parent or any of its Subsidiaries. Affiliates (including, after the Closing, the EMEA Companies and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between ParentAcquiror or the EMEA Companies, on the Company or any of its Subsidiaries one hand, and a third party other than a party to this Agreement after Parent, on the Closingother hand, Acquiror or the Company or such Subsidiary EMEA Companies may assert the attorney-client privilege to prevent the disclosure of confidential communications by PB or AP the Privileged Company Deal Communications to such third party; provided, however, that neither Acquiror nor the Company nor such Subsidiary EMEA Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of PB Parent. In the event that Acquiror or APthe EMEA Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, as applicable, which consent Acquiror shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of promptly notify Parent in writing (including by making specific reference to this Section 9.4 10.18) so that Parent can seek a protective order and Acquiror agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute Company Deal Communications that is property of its clients, only Parent shall be entitled hold such property rights and Prior Company Counsel shall have no duty to rely reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the provisions hereofone hand, and the EMEA Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) Acquiror agrees on behalf of itself and the EMEA Companies after the Closing, (i) to the extent that Acquiror or, after the Closing, the EMEA Companies receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 10.18, and (b) neither Acquiror nor the EMEA Companies after the Closing shall assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Parent waive the attorney-client or other privilege, or by otherwise asserting that Acquiror or the EMEA Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. It is acknowledged by each Parent, on behalf of the parties hereto that ACAS, ACEI, ACEIIitself, the Surviving Company and the Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ LLP Operating Company and its respective Affiliates (together, a “PBParent Party”) and ▇), agrees that, notwithstanding any current or prior representation of the Company by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“AP▇▇▇▇▇”) ), ▇▇▇▇▇ shall be allowed to act as their counsel represent the Stockholder Representative and its Affiliates in connection with 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 and (a) waives any claim that neither PB nor AP any Parent Party has acted as counsel for any other party in connection with the transactions contemplated hereby and or may have that none of the other parties ▇▇▇▇▇ has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that if a dispute arises after the Closing between Parenta Parent Party and the Stockholder Representative or any of its Affiliates, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP then ▇▇▇▇▇ may represent ACAS, ACEI, ACEII the Stockholder Representative or the Representative any of its Affiliates in such dispute dispute, even though the interests of ACAS, ACEI, ACEII the Stockholder Representative or the Representative any of its Affiliates may be directly adverse to Parent, the other Stockholders, Parent Party and even though ▇▇▇▇▇ may have represented the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Parent Party. Parent, on behalf of itself and each Parent further Party, also agrees that, as to all communications between or among PB or AP ▇▇▇▇▇ and a Company Holder, the Stockholder Representative, the Company, and/or any Subsidiary of the Company, ACAS, ACEI, ACEII and/or the Representative its respective Affiliates that primarily relate in any way to the transactions contemplated by this Agreementhereby, the attorney-client privilege and the expectation of client confidence belongs to the Representative Company Holders and the Stockholder Representative, may not be controlled by the Representative any Parent Party and shall not pass to or be claimed by Parent, the Company Parent Party or any of its Subsidiariesthe Company. Notwithstanding the foregoing, in the event that if a dispute arises between Parent, the Company or any of its Subsidiaries a Parent Party and a third party other than a party to this Agreement the Stockholder Representative or an Affiliate of the Stockholder Representative after the Closing, then the Company or such Subsidiary Parent Party (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by PB or AP to such third party▇▇▇▇▇; provided, however, that neither the Company nor such Subsidiary Parent Party may not waive such privilege without the prior written consent of PB or AP, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofStockholder Representative.

Conflicts and Privilege. It is acknowledged by each Parent, Holdco, Merger Sub and the Company (on behalf of itself and its Subsidiaries) agree that, notwithstanding any current or prior representation of the parties hereto that ACAS, ACEI, ACEII, the Company and the Representative have retained ▇▇▇▇▇▇ ▇or any of its Subsidiaries by Stroock & Stroock & L▇▇▇▇ LLP (“PB”) Stroock), Stroock shall be allowed to represent any Seller, the Representative or any of their respective Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Parent, the Company, any Subsidiaries of Parent or the Company, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“AP”) relates to act as their counsel in connection with 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 Subsidiaries) hereby (a) waive any claim they have or may have that neither PB nor AP Stroock has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between ParentSurviving Pubco, the Surviving Company, ACAS, ACEI, ACEII any Subsidiaries of Surviving Pubco or the RepresentativeSurviving Company or any of their respective Affiliates (on the one hand) and any Seller, PB the Representative or AP any of their respective Affiliates (on the other hand), Stroock may represent ACASsuch Seller, ACEI, ACEII or the Representative or such Affiliate in such dispute even though the interests of ACASsuch Seller, ACEI, ACEII or the Representative or such Affiliate may be directly adverse to ParentSurviving Pubco, the other StockholdersSurviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company or any of their respective Affiliates and even though Stroock may have represented the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and is not then currently representing the Company or its Subsidiaries in a matter related to such dispute. Parent Parent, Holdco and the Company (on behalf of itself and its Subsidiaries) also further agrees agree that, as to all communications between or among PB or AP Stroock and the Company, any Subsidiary of the Subsidiaries of the Company, ACASany of the Sellers, ACEI, ACEII and/or the Representative and/or any of their respective Affiliates that primarily relate in any way to (i) the business, 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 this Agreementthe Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between ParentHoldco, the Company or any Subsidiary of its Subsidiaries and a third party other than a party to this Agreement after Parent, Holdco or the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by PB or AP to such 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, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofCompany.

Conflicts and Privilege. It is acknowledged by each Buyer agrees, on its own behalf and on behalf of the parties hereto that ACAS, ACEI, ACEII, other members of the Buyer Group (including the Company and following Closing), that, following the Representative have retained ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“PB”) and Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“APSeller Counsel”) may serve as counsel to act as their counsel Seller and its Affiliates in connection with any matters related to this Agreement and the Transaction, including any Dispute arising out of or relating to this Agreement and the Transaction, notwithstanding any representation by Seller Counsel of the Company or any of its Affiliates prior to the Closing Date. ▇▇▇▇▇, on behalf of itself and the other members of the Buyer Group (including the Company after the Closing) hereby (a) consents to Seller Counsel’s representation of Seller or its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby and (the “Subject Representation”), (b) waives any claim it has or may have that neither PB nor AP Seller Counsel’s has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby is otherwise prohibited from engaging in such Subject Representation based on its representation of the Company prior to the Closing and (c) agrees that, in the event that a dispute Dispute arises after between Buyer, Company or any of their respective Affiliates, on the Closing between Parentone hand, and Seller, Sponsor Group and/or any of their respective Affiliates, on the Companyother hand, ACASnone of Buyer, ACEICompany or any of their respective Affiliates will object to Seller Counsel representing Seller, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative Sponsor Group and/or any of their respective Affiliates in such dispute even though Dispute due to the interests of ACASSeller, ACEI, ACEII or the Representative may be Sponsor Group and/or any of their respective Affiliates being directly adverse to ParentBuyer, the other Stockholders, the Company or its Subsidiaries, provided, that PB any of their respective Affiliates or AP, as applicable, has not due to Seller Counsel having represented and is not then currently representing the Company or its Subsidiaries in a matter substantially related to such disputeDispute. Parent Buyer further agrees that, as to all communications among PB or AP and the Seller Counsel, Company, any Subsidiary of Seller or their respective Affiliates and representatives prior to the Company, ACAS, ACEI, ACEII and/or the Representative Closing that primarily relate to the transactions contemplated by this AgreementSubject Representation, the attorney-client privilege and the expectation of client confidence belongs belongs, to the Representative extent such privilege exists, to Seller and its Affiliates and may be controlled by the Representative Seller and shall not each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by Parentthe Buyer, the Company or any of its Subsidiariestheir respective Affiliates. To the extent that Buyer, Company or any of their respective Affiliates has or maintains any ownership of the privilege with respect to these communications, they agree, except as may be required by applicable Law, not to waive or to attempt to waive the privilege without the express written approval of Seller. Notwithstanding the foregoing, in the event that a dispute Dispute arises between ParentBuyer, the Company and a Third Party (other than Seller and its Affiliates) or any of its Subsidiaries and a third party other than a party to this Agreement Governmental Authority after the Closing, the Company or such Subsidiary may assert the attorney-client privilege against such Third Party to prevent disclosure of confidential communications by PB or AP to such 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, which consent shall not be unreasonably withheld, conditioned or delayed. Each of PB and AP is an intended third party beneficiary of this Section 9.4 and shall be entitled to rely on the provisions hereofwith Seller Counsel.