Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer, Seller, LDC and the Company agree that notwithstanding any current or prior representation of Seller and/or its Affiliates by ▇▇▇▇▇ ▇▇▇▇▇ LLP (“MB”), MB will be allowed to represent Seller or any of its Affiliates (which will no longer include the Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer, LDC and their respective Affiliates (including, after the Closing, the Company) that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement, and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that MB has a conflict of interest or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyer and LDC or any of their respective Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), MB may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, LDC or their respective Affiliates (including the Company) and even though MB may be handling ongoing matters for Buyer or the Company. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all privileged communications between or among MB and Seller and any of its Affiliates (including, prior to the Closing, the Company) that relate in any way to this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyer.

Conflicts and Privilege. Buyer, Selleron behalf of itself and its Affiliates (which, LDC for this purpose, shall be deemed to include the Company Entities and the Company agree that Blocker), agrees that, notwithstanding any current or prior representation of Seller the Company Securityholders and/or its Affiliates the Company Entities by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP (“MB▇▇▇▇”), MB will ▇▇▇▇ shall be allowed to represent Seller or any of its Affiliates (which will no longer include the Company after Securityholders, the Closing) Seller Representative and each of their respective Affiliates in any matters and disputes, including in any matter or dispute disputes adverse to Buyer, LDC and the Company Entities and/or their respective Affiliates (including, after the Closing, the Company) that either is are existing on the date hereof Closing Date or that arises arise in the future and in each case relates relate to this AgreementAgreement or the transactions contemplated hereby. Buyer, on behalf of itself and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (includingwhich, after for this purpose, shall be deemed to include the ClosingCompany Entities and Blocker), hereby (i) waives any claim that Buyer, the Company) toCompany Entities, (a) waive Blocker or any claim they of their respective Affiliates have or may have that MB ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (bii) agree agrees that, in the event that if a dispute arises after the Closing between Buyer and LDC Buyer, the Company Entities, Blocker or any of their respective Affiliates (Affiliates, on the one hand) , and the Company Securityholders, the Seller Representative, or any of its Affiliates (their respective Affiliates, on the other hand), MB then ▇▇▇▇ may represent the Company Securityholders, the Seller or Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller or Representative, and/or such Affiliate may be directly adverse to Buyer, LDC or the Company Entities, Blocker and/or their respective Affiliates (including the Company) and even though MB ▇▇▇▇ may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer or Buyer, the CompanyCompany Entities, Blocker and/or their respective Affiliates. Each Buyer, on behalf of Buyer itself and LDC further agrees, and agrees to cause its Affiliates (includingwhich, after the Closingfor this purpose, the Company); provided, however, that MB shall be permitted deemed to represent include the Company pursuant to the terms of Section 12.17 of this Agreement) to agreeEntities and Blocker), agrees that, as to all privileged communications between or among MB ▇▇▇▇ and Seller the Company Securityholders, the Company Entities and any of its Affiliates Blocker (including, prior to the Closing, the Company) and/or any of their respective Affiliates that relate in any way to this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closingby this Agreement, the attorney-client privilege and the expectation of client confidence belongs tosolely to the Company Securityholders, and may shall be controlled by, Seller solely by the Company Securityholders and will shall not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer Company Entities or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the ClosingBlocker. Notwithstanding the foregoing in this Section 12.17foregoing, if a dispute arises after between Buyer or the Closing between BuyerCompany Entities or Blocker and a third party (other than the Company Securityholders, LDC the Seller Representative or their respective Affiliates (including, Affiliates) after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by MB to such unaffiliated third party▇▇▇▇; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and BuyerRepresentative.

Conflicts and Privilege. Buyer, Seller, LDC The Vendor (on behalf of itself and on behalf of the Corporation) and the Company Purchaser agree that that, notwithstanding any current or prior representation of Seller and/or the Vendor or its Affiliates (including the Corporation) by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as applicable (each a “MBLaw Firm” and collectively, the “Law Firms”), MB any Law Firm will be allowed to represent Seller the Vendor or any of its Affiliates (which will no longer include the Company Corporation after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer, LDC Purchaser and their respective its Affiliates (including, after the Closing, the CompanyCorporation) that either is existing on the date hereof of this Agreement or that arises in the future and in each case relates to this Agreement or the transactions contemplated by this Agreement, and each of Buyer and LDC does herebyPurchaser will, and agrees with respect thereto to will cause its Affiliates (including, after the Closing, the CompanyCorporation) to, : (a1) waive any claim they have or may have that MB a Law Firm has a conflict of interest or is otherwise prohibited from engaging in such representation, ; and (b2) agree that, in the event that a dispute (including, for the avoidance of doubt, any controversy, claim or litigation) arises after the Closing between Buyer and LDC the Purchaser or any of their respective its Affiliates (on the one hand) and Seller the Vendor or any of its Affiliates (on the other hand), MB any Law Firm may represent Seller Vendor or such Affiliate in such dispute even though the interests of Seller Vendor or such Affiliate may be directly adverse to Buyer, LDC the Purchaser or their respective its Affiliates (including the CompanyCorporation) and even though MB such Law Firm may have represented the Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer the Purchaser or the CompanyCorporation. Each of Buyer and LDC The Purchaser further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this AgreementCorporation) to agree, that, as to all privileged communications between or among MB the Law Firms and Seller the Vendor and any of its their respective Affiliates (including, prior to the Closing, the CompanyCorporation) that relate in any way to the transactions contemplated by, or disclosure made pursuant to, this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorneysolicitor-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyer.or

Conflicts and Privilege. BuyerBuyer agrees that, Seller, LDC and the Company agree that notwithstanding any current or prior representation of Seller and/or its Affiliates Intermediate LLC, the Company and the Subsidiaries by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“MBPepper”), MB will Pepper shall be allowed to represent Seller or any of its Affiliates (which will no longer include the Company after the Closing) in any matters and disputesdisputes (or any other matter), including in any matter or dispute adverse to Buyer, LDC and their respective Affiliates (including, after the ClosingIntermediate LLC, the Company) Company or any Subsidiary that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement, Agreement and each of the transactions contemplated hereby (a “Dispute”) and Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the Company) to, hereby (a) waive waives any claim they have it has or may have that MB Pepper has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (b) agree agrees that, in the event that a dispute Dispute arises after the Closing between Buyer and LDC Buyer, Intermediate LLC, the Company or any of their respective Affiliates (on the one hand) Subsidiary and Seller or any of its Affiliates (on the other hand)Affiliates, MB 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, LDC Intermediate LLC, the Company or their respective Affiliates (including the Company) Subsidiaries and even though MB Pepper may have represented Intermediate LLC, the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for Buyer the Company or the Company. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company)Subsidiaries; provided, however, that MB that no such representation shall be permitted to represent a waiver of any attorney-client privilege between Intermediate LLC, the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all privileged communications between or among MB and Seller and any of its Affiliates (includingSubsidiaries, prior 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. Following the Closing, Buyer agrees that it will not (i) request from Pepper or Seller or (ii) use or intentionally access any of the Company) that relate in communications among Pepper, Intermediate LLC, the Company or any way Subsidiary, and/or Seller relating to this Agreement, the transactions contemplated hereby (the “Communications”) in connection with any Dispute or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third partypotential 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 may 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 Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyerprotection as to any third party.

Conflicts and Privilege. Buyer, SellerParent, LDC Company and the Company NewCo agree that notwithstanding any current or prior representation of Seller Parent and/or its Affiliates by ▇▇▇▇▇ ▇▇▇▇▇ LLP (“MB”), MB will be allowed to represent Seller Parent or any of its Affiliates (which will no longer include the Company NewCo after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer, LDC Buyer and their respective its Affiliates (including, after the Closing, the CompanyNewCo) that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement, and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the CompanyNewCo) to, (a) waive any claim they have or may have that MB has a conflict of interest or is otherwise prohibited from engaging in such representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyer and LDC or any of their respective its Affiliates (on the one hand) and Seller Parent or any of its Affiliates (on the other hand), 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, LDC Buyer or their respective its Affiliates (including the CompanyNewCo) and even though MB may be handling ongoing matters for Buyer or the CompanyNewCo. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company)NewCo; provided, however, that MB shall be permitted to represent the Company NewCo pursuant to the terms of Section 12.17 9.6 of this Agreement) to agree, that, as to all privileged communications between or among MB and Seller Parent and any of its Affiliates (including, prior to the Closing, the CompanyNewCo) that relate in any way to this Agreement, the transactions contemplated hereby herby, the Isle Excluded Assets or the CompanyIsle Excluded Obligations or NewCo, its Affiliates or any of its their respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller Parent and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the CompanyNewCo). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Companyincluding NewCo) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.1711.17, if a dispute arises after the Closing between Buyer, LDC Buyer or their respective its Affiliates (including, after the Closing, the Companyincluding NewCo) and a third party other than a Party party to this Agreement (or its Affiliates)Affiliates after the Closing, the Company NewCo may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third party; provided, however, that the Company NewCo may not waive such privilege without the prior written consent of SellerParent. This Section 12.17 11.17 will be irrevocable, and no term of this Section 12.17 11.17 may be amended, waived, or modified, without the prior written consent of Seller Parent and Buyer.

Conflicts and Privilege. BuyerThe Company, SellerBuyer and Sellers agree that, LDC and the Company agree that notwithstanding any current or prior representation of any Seller and/or or its Affiliates by ▇▇▇▇▇ ▇O’Melveny & M▇▇▇▇ LLP (“MBOMM”), MB OMM will be allowed to represent Seller Sellers or any of its their respective Affiliates (which will no longer include the Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer, LDC Buyer and their respective its Affiliates (includingexcluding, after the Closing, the Company) that either is existing on the date hereof or that arises in the future and in each case relates (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 AgreementAgreement and the Transactions), and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the Company) to, (a) waive any claim they have or may have that MB OMM has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (b) agree that, in the event that of such a dispute arises after the Closing between Buyer and LDC matter or any of their respective Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand)dispute, MB 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, LDC Buyer or their respective its Affiliates (including the Company) and even though MB OMM may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Company. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all privileged communications between or among MB OMM and Seller Sellers and any of its their respective Affiliates (including, prior to the Closing, the Company) and any files of OMM that relate in any way to the Transactions contemplated by this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Seller Sellers and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including the Company) will have access to such communications or to the files of OMM relating to the Transactions from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer or its Affiliates (including the Company) and a third party other than a Party to this Agreement after the Closing, the Company will give prompt notice to Sellers and OMM and assert the attorney-client privilege to prevent disclosure of confidential communications by 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 the Company may not waive such privilege or other protection, and Buyer and its Affiliates (including the Company) shall not have such access, without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Sellers agree that, as to all communications between OMM and the Company prior to the Closing that do not relate in any way to the Transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Buyer and passes to Buyer (including, after the Closing, the Company). Accordingly, from and after the Closing, Buyer (and, after the Closing, the Company) will have access to such communications from and after to the Closing. Notwithstanding files of OMM relating to OMM’s representation of the foregoing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party Company other than a Party with respect to this Agreement (or the Transactions. Nothing herein is intended to waive OMM’s rights to protect its Affiliates), the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyerown work product.

Conflicts and Privilege. Buyer(a) The Buyer agrees that, Seller, LDC and the Company agree that notwithstanding any current or prior representation of Seller and/or the Company and its Affiliates Subsidiaries by ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Bockius LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (together, the “MBFirms” and, each, a “Firm”), MB will each Firm shall be allowed to represent the Seller or any of its Affiliates (which will no longer include the Company after the Closing) in any matters and disputesdisputes (or any other matter), including in any matter or dispute adverse to the Buyer, LDC and their respective Affiliates (including, after the Closing, the Company) Company or any Subsidiary that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement, Agreement and each of the Transactions (a “Dispute”). The Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates hereby (including, after the Closing, the Companyi) to, (a) waive waives any claim they have it has or may have that MB such Firm has a conflict of interest or is otherwise prohibited from engaging in any such representation, and ; (bii) agree agrees that, in the event that a dispute Dispute arises after the Closing between Buyer and LDC the Buyer, the Company or any of their respective Affiliates (Subsidiary, on the one hand) , and Seller or any of its Affiliates (Affiliates, on the other hand), MB 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, LDC the Company or their respective Affiliates (including the Company) Subsidiaries and even though MB such Firm may have represented the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for Buyer the Company or the Company. Each Subsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of Buyer and LDC further agreesany attorney-client privilege between the Company or any of its Subsidiaries, on the one 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 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 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 cause claim that a Firm cannot represent the Seller or its Affiliates (includingin any matter, after 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 (ii) use or intentionally access any of the Communications in connection with any Dispute or potential Dispute; provided, however, that MB nothing contained herein shall be permitted to represent prevent the Company pursuant to the terms of Section 12.17 of this Agreement) to agreeBuyer from requesting, that, as to all privileged communications between using or among MB and Seller and accessing any of its Affiliates (including, prior to the Closing, the Company) that relate Communications in connection with document production requests or discovery in any way Legal Proceeding by an unrelated third party so long as such Communications are not subject to this Agreement, exclusion from such document production request or discovery on the transactions contemplated hereby or the Company, its Affiliates or any basis of its respective operations for the period ending at the Closing, the attorney-client privilege and privilege. For the expectation avoidance of client confidence belongs todoubt, and may be controlled by, Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing nothing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC 12.13 or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to in this Agreement (shall be deemed to be a waiver of any applicable privileges or its Affiliates), the Company protections that can or may assert the attorney-client privilege be asserted to prevent disclosure of confidential communications by MB any Communications to such unaffiliated any third party; provided, howeverand the Seller shall not take any action, or cause the Firms to take any action, that the Company may not Seller reasonably determines would reasonably be expected to waive any such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyerprotection as to any third party.

Conflicts and Privilege. Buyer, Selleron behalf of itself and its Affiliates (which, LDC and for this purpose, shall be deemed to include the Company agree that Acquired Companies) agrees that, notwithstanding any current or prior representation of Seller and/or its Affiliates any of the Acquired Companies by Ropes & ▇▇▇▇ LLP or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇, S.C. (each, a “MBFirm” and collectively, the “Firms”), MB will each Firm shall be allowed to represent Seller or any of its Affiliates the Sellers (which will no longer include and the Company after the ClosingSellers’ Representative) in any matters and disputes, including in any matter or dispute disputes adverse to Buyer and/or any Acquired Company that relate to this Agreement or the transactions contemplated by this Agreement. Buyer, LDC on behalf of itself and their respective Affiliates (including, after the Closing, the Company) that either is existing on the date hereof or that arises in the future and in each case relates to this Agreement, and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (includingwhich, after for this purpose, shall be deemed to include the Closing, the CompanyAcquired Companies) to, hereby (a) waive waives any claim they have that Buyer or any Acquired Company has or may have that MB either Firm has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (b) agree agrees that, in the event that if a dispute arises after the Closing between Buyer and LDC or any of their respective Affiliates (Acquired Company, on the one hand) , and any Seller (or any of its Affiliates (the Sellers’ Representative), on the other hand), MB then either Firm may represent such Seller or such Affiliate (and/or the Sellers’ Representative) in such dispute even though the interests of Seller one or more of such Affiliate Persons may be directly adverse to Buyer, LDC or their respective Affiliates (including Buyer and/or the Company) Acquired Companies and even though MB such Firm may be handling ongoing matters for Buyer have represented one or more of the CompanyAcquired Companies in a matter substantially related to such dispute. Each Buyer, on behalf of Buyer itself and LDC further agrees, and agrees to cause its Affiliates (includingwhich, after the Closingfor this purpose, the Company); provided, however, that MB shall be permitted deemed to represent include the Company pursuant to the terms of Section 12.17 of this Agreement) to agreeAcquired Companies), also agrees that, as to all privileged communications between or among MB and Seller and either of the Firms, the Sellers, the Acquired Companies (with respect to any of its Affiliates (includingAcquired Company, solely prior to the Closing, the Company) and/or any of their respective Affiliates that relate in any way to this Agreement, Agreement or the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closingby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, to the Sellers and may be controlled by, Seller by the Sellers’ Representative and will shall not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the any Acquired Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.17, if a dispute arises after the Closing between Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by MB to such unaffiliated third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyer.

Conflicts and Privilege. Buyer, Seller, LDC (a) The Buyer and the Company Seller agree that that, notwithstanding any current or prior representation of the Company, the Seller and/or its or their Affiliates by ▇▇▇▇▇ ▇▇▇▇▇ K&L Gates LLP (“MBK&L Gates”), MB will be allowed K&L Gates is permitted to represent any of the Seller or any of its respective Affiliates (which will no longer include the Company after the Closing) in any matters and disputes, including in any matter or dispute disputes adverse to the Buyer, LDC and their respective Affiliates (including, after the Closing, the Company) , or any of their respective Affiliates, whether or not such matter is one in 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, including any matters that either is existing exist on the date hereof of this Agreement or that arises may arise in the future and in each case relates relate to this Agreement or any transactions or documents contemplated by this Agreement, and each of . The Buyer and LDC does the Seller hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, including on behalf of the Company) to, (ai) waive any claim they have or may have that MB K&L Gates has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (bii) agree that, in the event that a dispute arises after the Closing between Buyer and LDC or any of their respective Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), MB may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, LDC or their respective Affiliates (including the Company) and even though MB may be handling ongoing matters for Buyer or the Company. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all privileged communications between or among MB and Seller and any of its Affiliates (including, prior to the Closing, the Company) that relate in any way to this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the Company). Accordingly, none of Buyer or its Affiliates (including, after the Closing, the Company) will have access to such communications from and after the Closing. Notwithstanding the foregoing in this Section 12.17, if a dispute arises after the Closing Date between the Buyer, LDC or their respective Affiliates (including, after the Closing, the Company) and a third party other than a Party to this Agreement (or its Affiliates), the Company or any of their respective Affiliates, on the one hand, and any of the Seller or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby, K&L Gates may assert represent any of the Seller or its Affiliates in the dispute even though the interests of any of such person may be directly adverse to the Buyer, the Company or any of their Affiliates and even though K&L Gates may have represented the Seller 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 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 disclosure by K&L Gates to the Seller of any information learned by K&L Gates in the course of its representation of the Company, the Seller and their Affiliates, whether or not such 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 MB to such unaffiliated third party; providedis made before or after the Closing Date. (d) From and after the Closing Date, however, that the Company may 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 representation by K&L Gates after the Closing Date will not waive such privilege without affect the prior written consent of Seller. This Section 12.17 will be irrevocable, and no term provisions of this Section 12.17 may be amended, waived, or modified, without the prior written consent of Seller and Buyer10.13.

Conflicts and Privilege. BuyerThe undersigned agree that, Seller, LDC and the Company agree that notwithstanding any current or prior representation of any one or more of the Seller and/or its Affiliates Parties by ▇▇▇▇▇ ▇▇▇▇▇ LLP (“MB”)KK, MB KK will be allowed to represent Seller or any of its Affiliates (which will no longer include the Company Companies after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyer, LDC Buyer and their respective its Affiliates (including, after the Closing, the CompanyCompanies) that either is existing on the date hereof or that arises arise in the future and in each case relates (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 AgreementAgreement and the Transaction), and each of Buyer and LDC does hereby, and agrees with respect thereto to cause its Affiliates (including, after the Closing, the CompanyCompanies) to, (a) waive any claim they have or may have that MB KK has a conflict of interest or is otherwise prohibited from engaging in such representation, representation and (b) agree that, in the event that of such a dispute arises after the Closing between Buyer and LDC matter or any of their respective Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand)dispute, MB KK may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer, LDC Buyer or their respective its Affiliates (including the CompanyCompanies) and even though MB KK may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the CompanyCompanies. Each of Buyer and LDC further agrees, and agrees to cause its Affiliates (including, after the Closing, the Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this AgreementCompanies) to agree, that, as to all privileged communications between or among MB KK and Seller and any of its their respective Affiliates (including, prior to the Closing, the CompanyCompanies) that relate in and any way files of KK to the extent related to the Transaction contemplated by this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Parent or Seller and will not pass to or be claimed by Buyer or its Affiliates (including, after the Closing, the CompanyCompanies). Accordingly, none of Buyer or its Affiliates (including, after including the Closing, the CompanyCompanies) will have access to such communications or to the files of KK relating to the Transaction from and after the Closing. Notwithstanding the foregoing in this Section 12.17foregoing, if a dispute arises after the Closing between Buyer, LDC Buyer or their respective its Affiliates (including, after including the Closing, the CompanyCompanies) and a third party other than a Party to this Agreement (after the Closing, Buyer or its Affiliates)Affiliates (including the Companies) may assert, the Company and Parent, Seller and their Affiliates may assert not waive, the attorney-client privilege to prevent disclosure of confidential communications by MB KK and any files of KK to such unaffiliated 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 the Company 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 Seller, which consent will not be unreasonably withheld, delayed or conditioned. This Section 12.17 will be irrevocableS▇▇▇▇▇ 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 client confidence and any attorney work product belongs to, and no term of this Section 12.17 may be amendedcontrolled by, waivedB▇▇▇▇ and the Companies and will pass to Buyer and the Companies from and after the Closing. Accordingly, or modifiedfrom and after the Closing, without Buyer (and, after the prior written consent Closing, the Companies) will have access to such communications and to the files of Seller and BuyerKK relating to KK’s representation of the Companies other than with respect to the Transaction. Nothing herein is intended to waive KK’s rights to protect its own work product.