Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Each of the Parties to this Agreement, on its own behalf and on behalf of its respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (i) the former shareholders or holders of other equity interests of Yucaipa and any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Company) (collectively, the “Yucaipa Group”), on the one hand, and (ii) TopCo, the Company and/or any member of the SSU Group (as defined below), on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented Yucaipa and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the Yucaipa Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving Company, and even though such counsel may have represented TopCo or the Surviving Company in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCo, the Company or the Surviving Company and/or the Sponsor. Yucaipa, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the Transactions) between or among the Sponsor and/or any other member of the Yucaipa Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Yucaipa Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the Company. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company prior to the Closing with Yucaipa and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCo. TopCo and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of TopCo, the Company, the Surviving Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and TopCo and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. (a) Each of SPAC, the Parties to this AgreementCompany, on its own behalf MultiplAI, and Merger Sub, on behalf of its their respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving CompanySubsidiary), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (ix) the former Sponsor, APx Corp Sponsor Group I, LLC, a Cayman Islands limited liability company, the shareholders or holders of other equity interests of Yucaipa and SPAC or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the CompanySurviving Subsidiary) (collectively, the “Yucaipa SPAC Group”), on the one hand, and (iiy) TopCoMultiplAI, the Company Surviving Subsidiary and/or any member of the SSU Group (as defined below)Company Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP Xxxxxxxxx Xxxxxxx, P.A. (“XxxxxxxxXxxxxxxxx”), that represented Yucaipa SPAC and/or the Sponsor Sponsor, prior to the Closing may represent the Sponsor and/or any other member of the Yucaipa SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving CompanySubsidiary, and even though such counsel may have represented TopCo or the Surviving Company SPAC in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCothe Surviving Subsidiary and/or any member of the SPAC Group. SPAC, MultiplAI, the Company or the Surviving Company and/or the Sponsor. Yucaipa, TopCo and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CompanySubsidiary), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents Document or the Transactions) Transactions between or among SPAC, the Sponsor and/or any other member of the Yucaipa SPAC Group, on the one hand, and XxxxxxxxXxxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to members of the Yucaipa SPAC Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the CompanySurviving Subsidiary. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company or Merger Sub prior to the Closing with Yucaipa and/or SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCo. TopCo and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of TopCo, the Company, the Surviving Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and TopCo and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. (a) Each of Acquiror and the Parties to this AgreementCompany, on its own behalf and on behalf of its their respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Closing between or among (ix) the former shareholders Sponsor, the stockholders or holders of other equity interests of Yucaipa and Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Surviving Company) (collectively, the “Yucaipa Acquiror Group”), on the one hand, and (iiy) TopCo, the Surviving Company and/or any member of the SSU Group (as defined below)Company Group, on the other hand, any legal counsel, including Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“XxxxxxxxSkadden”), that represented Yucaipa Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the Yucaipa Acquiror Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving Company, and even though such counsel may have represented TopCo or the Surviving Company Acquiror in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCo, the Company or the Surviving Company and/or the Sponsor. Yucaipa, TopCo Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Yucaipa Acquiror Group, on the one hand, and XxxxxxxxSkadden, on the other hand (the “Xxxxxxxx Skadden Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the Yucaipa Acquiror Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company prior to the Closing with Yucaipa and/or Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCoSurviving Company. TopCo Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Skadden Privileged Communications, whether located in the records or email server of TopCoAcquiror, the Company, the Surviving Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and TopCo Acquiror and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Skadden Privileged Communications, by virtue of the TransactionsMerger.

Conflicts and Privilege. (a) Each of the Parties to this AgreementThe Company, on its own behalf AMHC and Merger Sub, on behalf of its their respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving Company)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Closing between or among (i) the former Sponsor, the shareholders or holders of other equity interests of Yucaipa and AMHC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the CompanyCompany after the Closing) (collectively, the “Yucaipa Sponsor Group”), on the one hand, and (ii) TopCo, the Company and/or AMHC after the Closing or any member of the SSU Group (as defined below)shareholders or holders of other equity interests of the Company prior to the Closing or any of their respective directors, members, partners, officers, employees or Affiliates, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“XxxxxxxxWilmerHale”), that which represented Yucaipa and/or AMHC or the Sponsor prior to the Closing Closing, may represent the Sponsor and/or or any other member of the Yucaipa Sponsor Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving CompanyCompany and/or AMHC, and even though such counsel may have represented TopCo or the Surviving Company AMHC in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCothe Company, the Company AMHC or the Surviving Company and/or the Sponsor. YucaipaThe Company, TopCo AMHC and the CompanyMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any other Transaction Documents Ancillary Agreements or the Transactionstransactions contemplated hereby or thereby) between or among AMHC, the Sponsor and/or or any other member of the Yucaipa Sponsor Group, on the one hand, and XxxxxxxxWilmerHale, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions and transactions contemplated by this Agreement and, after the Closing, belong to the Yucaipa Group after the ClosingSponsor Group, and shall not pass to or be claimed or controlled by TopCo and/or the CompanyCompany or AMHC. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company prior to the Closing with Yucaipa and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCo. TopCo and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of TopCo, the Company, the Surviving Company or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, in the event that a dispute arises between any member of the Sponsor Group, on the one hand, and TopCo a third party other than the Sponsor Group, on the other hand, AMHC and the Company agree not Group may assert the attorney-client privilege to assert that any privilege has been waived as prevent disclosure of confidential communications to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.such third party. * * * * *

Conflicts and Privilege. (a) Each of the The Parties to this Agreementacknowledge and agree, on its own behalf and on behalf of its their respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving CompanySPAC), hereby agree that, in the event a dispute with respect to this Agreement Agreement, the Transactions or the Transactions Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of Yucaipa and DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of their the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the CompanyPrincipal Shareholder or the Blade Group) (collectively, the “Yucaipa DSAQ Group”), on the one hand, and (ii) TopCo, the Company PubCo and/or any member of the SSU Group (as defined below)Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented Yucaipa DSAQ and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the Yucaipa Group, DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to TopCo PubCo or the Surviving CompanySPAC, and even though such counsel may have represented TopCo or PubCo and/or the Surviving Company SPAC in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCo, the Company PubCo or the Surviving Company SPAC and/or the Sponsor. Yucaipa, TopCo and the CompanyThe Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving CompanySPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action Proceeding based upon, arising out of of, or relating to, this Agreement, any other Transaction Documents Document, the Transactions or the TransactionsHunch Reorganization) between or among the Sponsor and/or any other member of the Yucaipa DSAQ Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Yucaipa DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the CompanyPubCo. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company PubCo prior to the Closing with Yucaipa and/or the DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCoPubCo. TopCo and the CompanyPubCo, together with any of their respective its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of TopCo, the CompanyPubCo, the Surviving Company SPAC or their respective Subsidiaries, in any Action Proceeding against or involving any of the parties Parties after the Closing, and TopCo and the Company PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. (a) Each of SPAC, the Parties to this Agreement, on its own behalf Acquisition Entities and the Company hereby agrees on behalf of its respective directors, managers, members, partners, officers, Affiliates, employees and Affiliates and each of their respective successors and assigns (including, including after the Closing, the Third Surviving Company) (all such parties, the “W&C Waiving Parties”), hereby agree that, in that White & Case LLP (“W&C”) may represent the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (i) the former shareholders or holders of other equity interests of Yucaipa and the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Third Surviving Company) (collectively, the “Yucaipa W&C WP Group”), on in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the one handtransactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other W&C Waiving Parties, and (ii) TopCo, each of SPAC and the Company and/or on behalf of itself and the W&C Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the Company, its Subsidiaries or of W&C Waiving Parties. SPAC and the Company, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the SSU W&C WP Group (as defined below)and W&C, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented Yucaipa and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the Yucaipa Group, in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Surviving Company, and even though such counsel may have represented TopCo or the Surviving Company in a matter substantially related to such dispute, or may be handling 101 ongoing matters for TopCo, the Company or the Surviving Company and/or the Sponsor. Yucaipa, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the Transactions) between transactions contemplated hereby or among the Sponsor and/or thereby, or any other member matter relating to any of the Yucaipa Groupforegoing, on are privileged communications that do not pass to the one handThird Surviving Company notwithstanding the Mergers, and Xxxxxxxxinstead survive, on remain with and are controlled by the other hand W&C WP Group (the “Xxxxxxxx W&C Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Yucaipa Group after the Closing, and shall not pass to or be claimed or controlled by TopCo and/or the Companywithout any waiver thereof. Notwithstanding the foregoing, any privileged communications or information shared by TopCo or the Company prior to the Closing with Yucaipa and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and/or TopCo. TopCo SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx W&C Privileged Communications, whether located in the records or email server of TopCo, the Company, the Third Surviving Company or their respective and its Subsidiaries, in any Action against or involving any of the parties Parties after the Closing, and TopCo SPAC and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx W&C Privileged Communications, by virtue of the TransactionsMergers.