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) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiary by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed to represent Seller and each of its Affiliates in any matters and disputes adverse to Buyer, the Company and/or the Subsidiary that either are existing on the date hereof or arise in the future 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 Subsidiary) hereby (a) waives any claim that Buyer, the Company or the Subsidiary has or may have that ▇▇▇▇▇ & 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 the Subsidiary and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Subsidiary and even though ▇▇▇▇▇ & Lardner LLP may have represented the Company and the Subsidiary in a matter substantially related to such dispute 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 Subsidiary), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, the Company, 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 the Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of Seller.

Conflicts and Privilege. Buyer, on behalf of itself Parent, Company and its Affiliates (which, for this purpose, shall be deemed to include the Company) agrees that, NewCo agree that notwithstanding any current or prior representation of the Company and the Subsidiary Parent and/or its Affiliates by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall (“MB”), MB will be allowed to represent Seller and each Parent or any of its Affiliates (which will no longer include NewCo after the Closing) in any matters and disputes disputes, including in any matter or dispute adverse to BuyerBuyer and its Affiliates (including, after the Company and/or the Subsidiary Closing, NewCo) that either are is existing on the date hereof or arise that arises in the future and relate in each case relates to this Agreement Agreement, and the transactions contemplated Buyer does hereby. Buyer, on behalf of itself and agrees with respect thereto to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and the SubsidiaryNewCo) hereby to, (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (b) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, the Company or the Subsidiary and Seller Buyer or any of its AffiliatesAffiliates (on the one hand) and Parent or any of its Affiliates (on the other hand), then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP MB may represent Seller Parent or such Affiliate in such dispute even though the interests of Seller Parent or such Affiliate may be directly adverse to Buyer, the Company and/or the Subsidiary Buyer or its Affiliates (including NewCo) and even though ▇▇▇▇▇ & Lardner LLP may have represented the Company and the Subsidiary in a matter substantially related to such dispute or MB may be handling ongoing matters for BuyerBuyer or NewCo. Buyer further agrees, the Company and/or the Subsidiary. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, NewCo; provided, however, that MB shall be deemed permitted to include represent NewCo pursuant to the Company and the Subsidiary)terms of Section 9.6 of this Agreement) to agree, also agrees that, as to all privileged communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP MB and Seller, the Company, the Subsidiary and/or Parent and any of their respective its Affiliates (including, prior to the Closing, NewCo) that relate in any way to this Agreement, the transactions contemplated hereby and occur prior to herby, 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 Seller to, and may be controlled by Seller by, Parent and shall will not pass to or be claimed by BuyerBuyer or its Affiliates (including, after the Company Closing, NewCo). Accordingly, none of Buyer or its Affiliates (including NewCo) will have access to such communications from and after the SubsidiaryClosing. Notwithstanding the foregoingforegoing in this Section 11.17, if a dispute arises between Buyer, the Company Buyer or the Subsidiary its Affiliates (including NewCo) and a third party other than Seller a party to this Agreement or an Affiliate of Seller its Affiliates after the Closing, then the Company or the Subsidiary (to the extent applicable) NewCo may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPMB to such unaffiliated third party; provided, however, that the Company or the Subsidiary NewCo may not waive such privilege without the prior written consent of SellerParent. This Section 11.17 will be irrevocable, and no term of this Section 11.17 may be amended, waived, or modified, without the prior written consent of Parent and Buyer.

Conflicts and Privilege. BuyerAcquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include include, following the CompanyClosing, the Company Group and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company Group and the Subsidiary its Subsidiaries by ▇▇▇▇▇ & Lardner LLPLLP and ▇▇▇▇▇▇ PLC, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ PLC shall be allowed to represent Seller and each of its Affiliates in any matters and disputes adverse to BuyerAcquiror, the Company and/or Group, any Subsidiary of the Subsidiary Company Group or their respective Affiliates that either are existing on the date hereof or arise in the future and relate to this Agreement and or the other Transaction Documents or the transactions contemplated herebyhereby 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 SubsidiarySubsidiaries) hereby (ai) waives any claim that BuyerAcquiror, the Company or Group, any Subsidiary of the Subsidiary has Company Group and their respective Affiliates have or may have that ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ PLC has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees that, if a dispute arises after the Closing between BuyerAcquiror, the Company Group, any Subsidiary of the Company Group or the Subsidiary any of their respective Affiliates and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ 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 Group, any Subsidiary of the Subsidiary Company Group or their respective Affiliates and even though ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ PLC may have represented the Company and the Subsidiary Group or any its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for BuyerAcquiror, the Company and/or Group, any Subsidiary of the SubsidiaryCompany 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 Subsidiaryits Subsidiaries), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ PLC and Seller, the CompanyCompany Group, any Subsidiary of the Subsidiary and/or Company Group or any of their respective Affiliates that relate in any way to the transactions contemplated hereby and occur prior to the Closingby 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 the Subsidiaryany of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between BuyerAcquiror, the Company Group or the Subsidiary any 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 the Subsidiary (its Subsidiary, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ PLC; provided, however, that neither the Company or the Subsidiary Group nor any of its Subsidiaries may not waive such privilege without the prior written consent of Seller.

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 CompanySubsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and the Subsidiary or any of its Subsidiaries by ▇▇▇▇▇ Stroock & Lardner LLP, ▇▇▇▇▇ Stroock & ▇▇▇L▇▇▇▇ LLP (“Stroock), Stroock shall be allowed to represent Seller and each any Seller, the Representative or any of its 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 Subsidiaries of Parent or the Subsidiary Company, or any of their respective Affiliates that either are is existing on the date hereof or arise that arises in the future and relate relates to this Agreement and or any of the other Transaction Documents, or any of the transactions contemplated hereby. Buyerhereby 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 SubsidiarySubsidiaries) hereby (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP Stroock has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between BuyerSurviving Pubco, the Company Surviving Company, any Subsidiaries of Surviving Pubco or the Subsidiary and Seller Surviving Company or any of its Affiliatestheir respective Affiliates (on the one hand) and any Seller, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Representative or any of their respective Affiliates (on the other hand), 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 the Subsidiary or any of their respective Affiliates and even though ▇▇▇▇▇ & Lardner LLP Stroock may have represented the Company and the Subsidiary its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyerdispute. Parent, Holdco and 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 Subsidiary), Subsidiaries) also agrees further agree that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Stroock and Seller, the Company, any of the Subsidiary Subsidiaries of the Company, any of the Sellers, the Representative and/or any of their respective Affiliates that 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 hereby and occur prior to by the ClosingTransaction 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, Holdco, the Company or the Subsidiary. Notwithstanding the foregoingany Subsidiary of Parent, if a dispute arises between Buyer, the Company Holdco or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of SellerCompany.

Conflicts and Privilege. Buyer, on behalf of itself Buyers and its Affiliates (which, for this purpose, shall be deemed to include the Company) agrees Seller agree that, notwithstanding any current or prior representation of the Company and the Subsidiary Seller or its Affiliates by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall (“TE”), TE will be allowed to represent Seller and each or any of its Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes disputes, including in any matter or dispute adverse to BuyerBuyers and their Affiliates (including, after the Closing, the Company and/or the Subsidiary Transferred Company) that either are existing on the date hereof or that arise in the future and relate relates to this Agreement and the transactions contemplated Transaction, and Buyers do hereby. Buyer, on behalf of itself and its agree to cause their Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and the SubsidiaryTransferred Company) hereby to, (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP TE has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between Buyer, Buyers or any of their Affiliates (on the Company or the Subsidiary one hand) and Seller or any of its AffiliatesAffiliates (on the other hand), then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP TE may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, Buyers or their Affiliates (including the Company and/or the Subsidiary Transferred Company) and even though ▇▇▇▇▇ & Lardner LLP TE may have represented the Transferred Company and the Subsidiary in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyers or the Transferred Company. Buyers further agree, and agrees to cause their Affiliates (including, after the Closing, the Company and/or the Subsidiary. BuyerTransferred Company) to agree, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP TE and SellerSeller and its Affiliates (including, prior to the Closing, the Transferred Company, the Subsidiary and/or any of their respective Affiliates ) that relate in any way to the transactions Transaction contemplated hereby and occur prior to the Closingby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller to, and may be controlled by by, Seller and shall will not pass to or be claimed by BuyerBuyers or their Affiliates (including, after the Closing, the Company Transferred Company). Accordingly, none of Buyers or their Affiliates (including the SubsidiaryTransferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company Parent or their Affiliates (including Holdings or the Subsidiary Transferred Company) and a third party other than Seller or an Affiliate of Seller a Party to this Agreement after the Closing, then the Transferred Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPTE to such third party; provided, however, that the Transferred Company or the Subsidiary may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TE.

Conflicts and Privilege. Buyer, on behalf of itself (a) The Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company) agrees Seller agree that, notwithstanding any current or prior representation of the Company and Company, the Subsidiary Seller or their Affiliates by ▇▇▇▇▇ & Lardner LLPK&L Gates LLP (“K&L Gates”), ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed K&L Gates is permitted to represent any of the Seller and each or any of its respective Affiliates in any matters and or disputes adverse to the Buyer, the Company and/or Company, or any of their respective Affiliates, whether or not such matter is one in which K&L Gates may have previously advised the Subsidiary Seller or the Company, but in each case arising out of this Agreement or the transactions contemplated hereby, including any matters that either are existing exist on the date hereof of this Agreement or may arise in the future and relate to this Agreement or any transactions or documents contemplated by this Agreement. The Buyer and the transactions contemplated Seller hereby. Buyer, including on behalf of itself and its Affiliates the Company, (which, for this purpose, shall be deemed to include the Company and the Subsidiaryi) hereby (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP K&L Gates has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees agree that, if a dispute arises after the Closing Date between the Buyer, the Company or any of their respective Affiliates, on the Subsidiary one hand, and any of the Seller or any of its their respective Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the other hand, with respect to the transactions contemplated hereby, K&L Gates may represent any of the Seller or such Affiliate its Affiliates in such the dispute even though the interests of Seller or any of such Affiliate person may be directly adverse to the Buyer, the Company and/or the Subsidiary or any of their Affiliates and even though ▇▇▇▇▇ & Lardner LLP K&L Gates may have represented the Seller or the Company and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyerthe dispute, and the Buyer will cause the Company and/or to waive any such claims and make such agreement. (b) The Buyer further agrees that it shall not assert, and following the Subsidiary. Buyer, on behalf of itself and its Affiliates (which, for this purpose, Closing shall be deemed to include cause the Company not to assert, any claim against K&L Gates in respect of legal services provided to the Company 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 Subsidiary), also agrees that, as disclosure by K&L Gates to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, the Seller of any information learned by K&L Gates in the course of its representation of the Company, the Subsidiary and/or any of Seller and their respective Affiliates that relate in any way Affiliates, whether or not such information is subject to the transactions contemplated hereby and occur prior to the Closing, the attorney-client privilege or K&L Gates’ duty of confidentiality and whether or not the expectation of client confidence belongs to Seller disclosure is made before or after the Closing Date. (d) From and may be controlled by Seller and shall not pass to or be claimed by Buyerafter the Closing Date, the Company or the Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the will no longer have any attorney-client privilege to prevent disclosure to such third party of confidential communications relationship with K&L Gates, unless K&L Gates is specifically engaged in writing by ▇▇▇▇▇ & Lardner LLP; provided, however, that 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 Subsidiary may Seller consents in writing to the engagement. Any such representation by K&L Gates after the Closing Date will not waive such privilege without affect the prior written consent provisions of Sellerthis Section 10.13.

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) agrees SNI acknowledge and agree that, notwithstanding any current or prior representation of the Company and the Subsidiary by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed to represent Seller and each of its Affiliates in any matters and disputes adverse to Buyer, the Company and/or the Subsidiary that either are existing on the date hereof or arise in the future 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 Subsidiary) hereby (a) waives any claim that Buyer, the Company or the Subsidiary has or may have that ▇▇▇▇▇ & Lardner LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if event a dispute arises after the Closing between Buyerany or all of SNI, Gulliver Media, Company, Company Sub, the Company or the Subsidiary and Seller Travel Channel Entities or any of their respective Affiliates, on the one hand, and Cox TMI and its Affiliates, then ▇▇▇▇▇ & ▇on the other hand, Dow ▇▇▇▇▇▇ LLP 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 the Subsidiary Travel Channel Entities or their respective Affiliates, and even though Dow ▇▇▇▇▇▇ & Lardner LLP PLLC may have represented the any of SNI, Gulliver Media, Company, Company and the Subsidiary Sub, any Travel Channel Entity or any of their respective Affiliates in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerSNI, the Gulliver Media, Company, Company and/or the SubsidiarySub, 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 Subsidiary), also agrees Cox TMI agree that, as to all communications between or among ▇▇▇▇▇ & ▇Dow ▇▇▇▇▇▇ LLP PLLC, on the one hand, and SellerCox TMI, the Company, the Subsidiary and/or Company Sub, any Travel Channel Entity or any of their respective Affiliates Affiliates, on the other hand, that relate in any way to the transactions contemplated hereby and occur prior 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, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in the Company event of a legal dispute with any of Cox TMI or the Subsidiaryits Affiliates. Notwithstanding the foregoing, if in the event a dispute arises between BuyerSNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates, on the Company or the Subsidiary 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 the Subsidiary (to the extent applicable) any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Dow ▇▇▇▇▇▇ & Lardner LLPPLLC to such Person; provided, however, that the none of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or the Subsidiary any of their respective Affiliates may not waive such privilege without the prior written consent of SellerCox TMI or the applicable Affiliate of Cox TMI.

Conflicts and Privilege. 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 Company and the Subsidiary by ▇Recognizing that ▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed (“Seller Counsel”) has been engaged by the Seller and its Affiliates to represent the Seller and each of its Affiliates in any matters and disputes adverse to Buyer, the Company and/or the Subsidiary that either are existing on the date hereof or arise in the future and relate to this Agreement and connection with the transactions contemplated hereby. Buyerhereunder, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary) each Purchaser hereby (a) waives waives, on its own behalf and agrees to cause its Affiliates to waive, any claim conflicts that Buyer, the Company or the Subsidiary has or may have that ▇▇▇▇▇ & Lardner LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises arise after the Closing between Buyerthe Purchaser or any of its Affiliates, on the Company or one hand, and the Subsidiary and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the other hand, and (b) agrees that Seller Counsel may represent the Seller or such Affiliate any of its Affiliates in such dispute even though the interests interest of the Seller or such Affiliate may be directly adverse to Buyerthe Purchaser or any of its Affiliates, the Company and/or the Subsidiary and even though ▇▇▇▇▇ & Lardner LLP Seller Counsel may have represented the Company and the Subsidiary Purchaser or any of its Affiliates in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyerthe Purchaser or any of its Affiliates. In addition, the Company and/or the Subsidiary. Buyereach Purchaser, on its own behalf and on behalf of itself and its Affiliates (whichAffiliates, for this purpose, shall be deemed to include the Company and the Subsidiary), also further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications between among any of Seller Counsel or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, the Company, the Subsidiary and/or Seller or any of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the transactions contemplated hereby and occur prior to the Closinghereunder, the attorney-client privilege and the expectation of client confidence belongs to the Seller and may shall be controlled solely by the Seller and shall not pass to or be claimed by Buyereither Purchaser or any of its Affiliates. Accordingly, the Company Purchasers shall not have access to any such communications, or to the Subsidiaryfiles of Seller Counsel relating to its engagement, whether or not the Closing shall have occurred. Notwithstanding those efforts, each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that the foregoingconsummation of the transactions contemplated hereunder may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Each Purchaser, if on its behalf and on behalf of its Affiliates, further understands and agrees that any disclosure of such information that may be confidential or subject to a dispute arises between Buyerclaim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Each Purchaser, the Company or the Subsidiary on its behalf and a third party other than Seller or an Affiliate on behalf of Seller after the Closingits Affiliates, then the Company or the Subsidiary (agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the extent applicable) may assert appropriate Person upon becoming aware of its existence. Each Purchaser agrees to take, and to cause its Affiliates to take, all steps necessary to implement the attorney-client privilege to prevent disclosure to such third party intent of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of Sellerthis Section.

Conflicts and Privilege. Buyer, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company) agrees Company agree that, notwithstanding any current or prior representation of the Company and the Subsidiary by ▇▇▇▇▇ Stroock & Lardner LLP, ▇▇▇▇▇ Stroock & ▇▇▇▇▇▇▇ LLP (“Stroock”), Stroock shall be allowed to represent Seller and each or any of its Affiliates in any matters and and/or disputes (or any other matter), including in any matter or dispute adverse to Buyer, the Company and/or the Subsidiary Company, or any of their respective Affiliates that either are is existing on the date hereof or arise that arises in the future and relate relates to this Agreement and or any of the other Transaction Documents, or any of the transactions contemplated hereby. Buyerhereby or thereby, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Buyer and the Company and the Subsidiary) hereby (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP Stroock 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 arises after the Closing relating to this Agreement or the other Transaction Documents between Buyer, the Company Company, or any of their respective Affiliates (on the Subsidiary one hand) and Seller Seller, or any of its AffiliatesAffiliates (on the other hand), then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Stroock 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 the Subsidiary Company, or any of their respective Affiliates and even though ▇▇▇▇▇ & Lardner LLP Stroock may have represented the Company and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Buyer and 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 Subsidiary), also agrees further agree that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Stroock and Seller, the Company, the Subsidiary and/or any of Seller, and their respective Affiliates that relate in any way to the transactions contemplated hereby and occur prior to by the ClosingTransaction Documents, the attorney-client privilege and the expectation of client confidence belongs to Seller and may shall be controlled by Seller and shall not pass to or be claimed by Buyer, the Company Buyer or the SubsidiaryCompany. Notwithstanding the foregoing, if in the event that a dispute arises after the Closing between Buyer, Buyer or the Company or (on the Subsidiary one hand) and a third party (on the other hand), other than Seller or an Affiliate of Seller after the Closinga party to this Agreement, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure of confidential communications by Stroock to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPand/or may require Seller to assert such privilege; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of Seller.

Conflicts and Privilege. 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 Company by ▇▇▇▇ ▇▇▇▇▇, Esq., Sidley Austin LLP and ▇▇▇▇▇, Olson, Michod, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC (the “Counsel”), 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) hereby waives any claim that Buyer or the Company has or may have that any of the Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and agrees that, notwithstanding any current if a dispute arises after the Closing between Buyer or prior representation of the Company and any Seller or any of their Affiliates, then any or all of the Subsidiary by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall Counsel may represent Sellers or such Affiliate in such dispute even though the interests of Sellers or such Affiliate may be allowed to represent Seller and each of its Affiliates in any matters and disputes directly adverse to Buyer, Buyer or the Company and/or and even though the Subsidiary that either are existing on Counsel may have represented the date hereof or arise Company in the future and relate a matter substantially related to this Agreement and the transactions contemplated herebysuch dispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary) hereby (a) waives any claim that Buyer, the Company or the Subsidiary has or may have that ▇▇▇▇▇ & 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 the Subsidiary and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Subsidiary and even though ▇▇▇▇▇ & Lardner LLP may have represented the Company and the Subsidiary in a matter substantially related to such dispute 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 SubsidiaryCompany), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Counsel and SellerSellers, the Company, the Subsidiary and/or any of their respective Affiliates that relate in any way to the transactions contemplated hereby and occur occurred prior to the ClosingClosing and related to the negotiation of this Agreement and the agreements, certificates and other documents contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs belong to Seller Sellers and may be controlled by Seller Sellers and shall not pass to or be claimed by BuyerBuyer or the Company. Sellers hereby acknowledge and agree that, for all other communications between or among the Counsel and Sellers, the Company, and/or any of their respective Affiliates that occurred prior to the Closing and for which the Company or had the Subsidiaryright, 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, if a an inquiry or dispute arises after the Closing between Buyer, the Company or the Subsidiary and a third party (other than Seller Sellers or an Affiliate of Seller after the ClosingSellers), then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPthe Counsel; provided, however, provided that if the Company or the Subsidiary may not elects to waive such privilege without privilege, the prior written consent Company shall provide Sellers with reasonable advance notice of Sellersuch waiver.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Companya) The Buyer agrees that, notwithstanding any current or prior representation of the Company and the Subsidiary its Subsidiaries by ▇▇▇▇▇▇, ▇▇▇▇▇ & Lardner LLP, Bockius LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP L.L.P. (together, the “Firms” and, each, a “Firm”), each Firm shall be allowed to represent the Seller and each or any of its Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to the Buyer, the Company and/or the or any Subsidiary that either are existing on the date hereof or arise in the future and relate relates to this Agreement and the transactions contemplated herebyTransactions (a “Dispute”). Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary) The Buyer hereby (ai) waives any claim that Buyer, the Company or the Subsidiary it has or may have that ▇▇▇▇▇ & Lardner LLP such Firm has a conflict of interest or is otherwise prohibited from engaging in any such representation and representation; (bii) agrees that, if in the event that a dispute Dispute arises after the Closing between the Buyer, the Company or any Subsidiary, on the Subsidiary one hand, and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the other hand, such Firm 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 the Buyer, the Company and/or or the Subsidiary Subsidiaries and even though ▇▇▇▇▇ & Lardner LLP such Firm may have represented the Company and or the Subsidiary Subsidiaries in a matter substantially related to such dispute Dispute, or may be handling ongoing matters for Buyer, the Company and/or or the Subsidiary. BuyerSubsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of any attorney-client privilege between the Company or any of its Subsidiaries, on behalf of itself the one hand, and either Firm, on the other hand, and the Seller shall cause either Firm, as applicable, acting as its Affiliates (which, for this purpose, shall counsel to not take any actions or engage in any representation that would affect or be deemed to include 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 Firms’ representation of the Company and the SubsidiarySubsidiaries, the Firms are or may be in possession of information of the Company and the Subsidiaries including communications between either Firm and the Company or any of its 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 basis to claim that a Firm cannot represent the Seller or its Affiliates in any matter, also including in a Dispute. The Buyer further agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, the Company, the Subsidiary and/or any of their respective Affiliates that relate in any way to the transactions contemplated hereby and occur prior to following the Closing, the attorney-client privilege and Seller may use such Communications so long as the expectation Seller reasonably determines that the use of client confidence belongs to Seller and may be controlled by Seller and such Communications shall not pass waive (and is reasonably likely not to waive) any applicable privilege, and that the Buyer will not (i) request from either Firm or be claimed by Buyer, (ii) use or intentionally access any of the Company Communications in connection with any Dispute or the Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPpotential Dispute; provided, however, that nothing contained herein shall prevent the Company 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 Communications are not subject to exclusion from such document production request or discovery on the Subsidiary 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 Selleror protection as to any third party.

Conflicts and Privilege. BuyerThe Company, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company) agrees Sellers agree that, notwithstanding any current or prior representation of the Company and the Subsidiary any Seller or its Affiliates by ▇▇▇▇▇ O’Melveny & Lardner LLP, ▇▇▇▇▇ & ▇▇▇M▇▇▇▇ LLP shall (“OMM”), OMM will be allowed to represent Seller and each Sellers or any of its 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 BuyerBuyer and its Affiliates (excluding, after the Closing, the Company and/or the Subsidiary Company) that either are is existing on the date hereof or arise that arises in the future and relate (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 transactions contemplated Transactions), and Buyer does hereby. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and the SubsidiaryCompany) hereby to, (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event of such a dispute arises after the Closing between Buyermatter or dispute, the Company or the Subsidiary and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Subsidiary Company) and even though ▇▇▇▇▇ & Lardner LLP OMM may have represented the Company and the Subsidiary in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyer or the Company. Buyer further agrees, the Company and/or the Subsidiary. Buyer, 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 Subsidiary)agree, also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP OMM and SellerSellers and their respective Affiliates (including, prior to the Closing, the Company, the Subsidiary and/or ) and any files of their respective Affiliates OMM that relate in any way to the transactions Transactions contemplated hereby and occur prior to the Closingby 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 its Affiliates (including the SubsidiaryCompany) 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 the 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 the 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 ▇▇▇▇▇ & Lardner LLPOMM 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 the Company or the 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 Sellerthe 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 other than with respect to the Transactions. 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) Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company and the Subsidiary Subsidiaries by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Pepper”), Pepper shall be allowed to represent Seller and each or any of its Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to Buyer, Intermediate LLC, the Company and/or the or any Subsidiary that either are existing on the date hereof or arise in the future and relate relates to this Agreement and the transactions contemplated hereby. Buyer, on behalf of itself hereby (a “Dispute”) and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary) Buyer hereby (a) waives any claim that Buyer, the Company or the Subsidiary it has or may have that ▇▇▇▇▇ & Lardner 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 the any Subsidiary and Seller or any of its Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 or the Subsidiary Subsidiaries and even though ▇▇▇▇▇ & Lardner LLP Pepper may have represented Intermediate LLC, the Company and or the Subsidiary Subsidiaries in a matter substantially related to such dispute Dispute, 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 Subsidiary), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, the Company, 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 the Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLPSubsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Company or any of its Subsidiaries, on the Subsidiary may 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. 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. Following the Closing, 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; provided, that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. 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 Seller shall not take any action, or cause Pepper to take any action, that would reasonably be expected to waive any such privilege without the prior written consent of Selleror protection as to any third party.

Conflicts and Privilege. Buyer, Purchaser (on behalf of itself itself, the Company and its Affiliates (which, for this purpose, shall be deemed to include the CompanySubsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and the Subsidiary or any of its Subsidiaries by ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇, PLLC (“OMW”), OMW shall be allowed to represent Seller and each any Selling Shareholder or any of its their Affiliates in any matters and and/or disputes (or any other matter), including any matter or dispute adverse to BuyerPurchaser, the Company and/or Company, any Subsidiaries of Purchaser or the Subsidiary Company, or any of their respective Affiliates that either are existing on the date hereof or arise arises in the future and relate relates to this Agreement and or any of the other documents contemplated by the transaction herein, or any of the transactions contemplated hereby. Buyerhereby or thereby, and Purchaser and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiarySubsidiaries) hereby (a) waives waive any claim that Buyer, the Company or the Subsidiary has they have or may have that ▇▇▇▇▇ & Lardner LLP OMW has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises after the Closing between BuyerPurchaser, the Company Company, any Subsidiaries of Purchaser or the Subsidiary and Seller Company, or any of its Affiliatestheir respective Affiliates (on the one hand) and any Selling Shareholder, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Seller Representative, or any of their Affiliates (on the other hand) in whatever capacity, OMW may represent such Selling Shareholder, the Seller Representative, or such Affiliate in such dispute even though the interests of Seller such Selling Shareholder or such Affiliate may be directly adverse to BuyerPurchaser, the Company and/or Company, any Subsidiaries of Purchaser or the Subsidiary Company, or any of their respective Affiliates and even though ▇▇▇▇▇ & Lardner LLP OMW may have represented the Company and the Subsidiary its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Purchaser and 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 Subsidiary), also agrees Subsidiaries) further agree that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP OMW and Seller, the Company, any of the Subsidiary Subsidiaries of the Company, any of the Selling Shareholders and/or any of their respective Affiliates that 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 Agreement or any of the other documents contemplated by the transaction herein, or any of the transactions contemplated hereby and occur prior to the Closingor thereby, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller the Selling Shareholders and shall not pass to or be claimed by BuyerPurchaser, the Company or the Subsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company any Subsidiary of Purchaser or the Subsidiary and a third party other than Seller or an Affiliate of Seller after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of SellerCompany.

Conflicts and Privilege. BuyerEach Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the CompanyMeritas Companies) agrees that, notwithstanding any current or prior representation of the Company and the Subsidiary Meritas Companies by ▇▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “Sellers’ Firm”), such Sellers’ Firm shall be allowed to represent Seller and each of its Affiliates the Sellers in any matters and disputes adverse to Buyer, the Company such Buyer Party and/or the Subsidiary Meritas Companies that either are existing on the date hereof or arise in the future and relate to this Agreement and or the transactions contemplated herebyother Transaction Agreements or the Transaction. BuyerEach Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiaryMeritas Companies) hereby (a) waives any claim that Buyer, such Buyer Party or any of the Company or the Subsidiary Meritas Companies has or may have that ▇▇▇▇▇ & Lardner 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 or the Subsidiary and Seller such Buyer Party or any of its AffiliatesMeritas Company, on the one hand, and a Seller, on the other hand, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Subsidiary and even though ▇▇▇▇▇ & Lardner LLP the Sellers’ Firm may have represented the such Meritas Company and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company and/or the Subsidiarydispute. BuyerEach Buyer Party, on behalf of itself and its respective Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiaryMeritas Companies), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Sellers’ Firm and Sellerthe Sellers and the Meritas Companies (with respect to the Meritas Companies, solely prior to the Company, the Subsidiary Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the Transaction or any way other Transaction Agreement, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated hereby 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 occur prior to rulings) and properties of the ClosingMeritas 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, the Company such Buyer Party or the SubsidiaryMeritas Companies. Notwithstanding the foregoing, if a dispute arises between Buyerthe Buyer Parties or any of the Meritas Companies, on the Company or the Subsidiary 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 the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of SellerSellers’ Firm.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the CompanyCompany and its Subsidiaries) agrees that, notwithstanding any current or prior representation of Parent, the Company and and/or any Subsidiary of the Subsidiary Company by ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed to represent Seller any or all of Parent and each of its Affiliates in any matters and disputes adverse to Buyer, the Company, any Subsidiary of the Company and/or the Subsidiary their respective Affiliates that either are existing on the date hereof of this Agreement or arise in the future and and, in each case, relate to the negotiation, documentation and consummation of this Agreement and or the transactions contemplated herebyTransactions. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the SubsidiarySubsidiaries) hereby (ai) waives any claim that Buyer, the Company, any Subsidiary of the Company or the Subsidiary has and their respective Affiliates have or may have that ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agrees that, if a dispute arises after the Closing between Buyer, the Company, any Subsidiary of the Company or the Subsidiary and Seller or any of their respective Affiliates, on the one hand, and any or all of Parent and its Affiliates, on the other hand, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Subsidiary their respective Affiliates and even though ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP may have represented the Company and the Subsidiary and/or any of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company, any Subsidiary of the Company and/or the Subsidiarytheir respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiaryits Subsidiaries), also agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and SellerParent, the Company, any Subsidiary of the Subsidiary Company and/or any of their respective Affiliates that relate in any way to the transactions contemplated hereby negotiation, documentation and occur prior to consummation of this Agreement or the ClosingTransactions, 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 the Subsidiaryany of its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of its Subsidiaries, on the Subsidiary 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 the Subsidiary (any of its Subsidiaries, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by involving ▇▇▇▇▇ & Lardner ▇▇▇▇▇▇▇ LLP; provided, however, that neither the Company or the Subsidiary nor any of its Subsidiaries may not waive such privilege without the prior written consent of SellerParent.

Conflicts and Privilege. BuyerBuyer agrees, on its own behalf and on behalf of itself and its Affiliates the other members of the Buyer Group (whichincluding the Company following Closing), for this purpose, shall be deemed to include the Company) agrees that, notwithstanding any current or prior representation of following the Company and the Subsidiary by Closing, ▇▇▇▇▇ & Lardner LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be allowed (“Seller Counsel”) may serve as counsel to represent Seller and each 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 and disputes adverse to Buyer, the Company and/or the Subsidiary that either are existing on the date hereof or arise in the future and relate related 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 Subsidiary) hereby (athe “Subject Representation”), (b) waives any claim that Buyer, the Company or the Subsidiary it has or may have that ▇▇▇▇▇ & Lardner LLP Seller Counsel’s has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of the Company prior to the Closing and (bc) agrees that, if in the event that a dispute Dispute arises after the Closing between Buyer, the Company or the Subsidiary and Seller or any of its their respective Affiliates, then ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may represent on the one hand, and Seller, Sponsor Group and/or any of their respective Affiliates, on the other hand, none of Buyer, Company or any of their respective Affiliates will object to Seller or such Affiliate Counsel representing Seller, Sponsor Group and/or any of their respective Affiliates in such dispute even though Dispute due to the interests of Seller or such Affiliate may be Seller, Sponsor Group and/or any of their respective Affiliates being directly adverse to Buyer, the Company and/or the Subsidiary and even though ▇▇▇▇▇ & Lardner LLP may have or any of their respective Affiliates or due to Seller Counsel having represented the Company and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company and/or the SubsidiaryDispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and the Subsidiary), also Buyer further agrees that, as to all communications between or among ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and SellerSeller Counsel, the Company, the Subsidiary and/or any of Seller or their respective Affiliates that relate in any way to the transactions contemplated hereby and occur representatives prior to the ClosingClosing that relate to the Subject Representation, the attorney-client privilege and belongs, to the expectation of client confidence belongs extent such privilege exists, to Seller and its Affiliates and may be controlled by Seller and shall not each of its Affiliates and will not, with respect to such privileged communications, pass to or be claimed by the Buyer, the Company or any of their respective Affiliates. To the Subsidiaryextent 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, if in the event that a dispute Dispute arises between Buyer, the Company or the Subsidiary and a third party Third Party (other than Seller and its Affiliates) or an Affiliate of Seller any Governmental Authority after the Closing, then the Company or the Subsidiary (to the extent applicable) may assert the attorney-client privilege against such Third Party to prevent disclosure to such third party of confidential communications by ▇▇▇▇▇ & Lardner LLP; provided, however, that the Company or the Subsidiary may not waive such privilege without the prior written consent of Sellerwith Seller Counsel.