Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers’ Representative has retained ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agrees that in the event of a dispute under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to the transactions contemplated hereby or thereby that arises after the Closing between Buyer Indemnified Parties, on the one hand, and the Sellers’ Representative and Sellers, on the other hand, DM may represent the Sellers’ Representative and/or Sellers in such dispute even though the interests of the Sellers’ Representative and/or Sellers may be directly adverse to the Buyer Indemnified Parties, and even though DM may have represented the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or Sellers and the applicable member of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer further agrees that, as to all communications among DM, the Company, the Sellers’ Representative and/or any Seller that relate in any way to the transactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers and may be controlled by the Sellers’ Representative and Sellers and shall not pass to or be claimed by Buyer, the Company (after Closing) or any of their Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer Indemnified Parties, on the one hand, and a third party other than the Sellers’ Representative or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such order.

Conflicts and Privilege. It is acknowledged by each (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the parties hereto that the Sellers’ Representative has retained ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer applicable Pre-Closing Company Holders hereby agrees that agree that, in the event of a dispute under with respect to this Agreement, Agreement or the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to the transactions contemplated hereby or thereby that Transactions arises after the Closing between Buyer Indemnified Partiesor among Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Sellers’ Representative and SellersCompany, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, DM any legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sellers’ Representative and/or Sellers Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sellers’ Representative and/or Sellers Sponsor-Designated Directors or Sponsor may be directly adverse to the Buyer Indemnified PartiesAcquiror, and even though DM such counsel may have represented the Company Acquiror in a matter substantially related to such dispute; provided, howeveror may be handling ongoing matters for Acquiror, this sentence shall not apply if and to the extent (a) DM is then representing Sponsor-Designated Directors or Sponsor. Acquiror, the Buyer Indemnified Parties and (b) such representation of such member of Companies, the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or SIM Sellers and the applicable member Holder Representatives on behalf of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer Pre-Closing Company Holders further agrees agree that, as to all legally privileged communications prior to the Closing between or among DMany legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) that represented Acquiror, the Company, Sponsor-Designated Directors or Sponsor prior to the Sellers’ Representative and/or Closing and any Seller one or more such Persons that relate in any way to the transactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”)Transactions, the attorney-/client privilege and the expectation of client confidence with respect belongs to the Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers Sponsor-Designated Directors and may be controlled by the Sellers’ Representative and Sellers such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by BuyerAcquiror (after giving effect to the Closing), the Companies or the Pre-Closing Company (after Closing) or any of their SubsidiariesHolders; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights Sponsor-Designated Directors shall not include any communications at or prior waive such attorney/client privilege other than to the Closing among DM, extent they determine appropriate in connection with the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company enforcement or defense of its business other than the negotiation of the transactions contemplated hereby their respective rights or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closingobligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies or the Pre-Closing Company Holders (xother than Granite) prior to the Closing with Acquiror, Sponsor or the Sponsor-Designated Directors (in any capacity) shall remain the event privileged communications or information of the Surviving Corporation. (b) Recognizing that a dispute arises between Buyer Indemnified Parties▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP representing any of the one handPrincipal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and a third party other than that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Sellers’ Representative or a SellerClosing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the other handClosing as such representation may relate to Acquiror, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent any Company Group or any of the Sellers’ Representative and (y) if Buyer is legally required transactions contemplated by order of a Governmental Authority to access this Agreement or obtain a copy of all or a portion any of the Protected CommunicationsAncillary Agreements. Notwithstanding the foregoing, Buyer shall be entitled to access any privileged communications or obtain a copy of and disclose the Protected Communications information shared by Granite prior to the extent necessary to comply with any such orderClosing shall remain the privileged communications or information of Granite.

Conflicts and Privilege. It is acknowledged by each of Buyer, Buyer Parent, the parties hereto that Companies and the Sellers’ Representative has retained Subsidiaries hereby agree that, in the event a dispute arises under or in connection with this Agreement after the Closing between Buyer, Buyer Parent, the Companies or the Subsidiaries, on the one hand, and Seller, on the other hand, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agrees that in the event of a dispute under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to the transactions contemplated hereby or thereby that arises after the Closing between Buyer Indemnified Parties, on the one hand, and the Sellers’ Representative and Sellers, on the other hand, DM may represent the Sellers’ Representative and/or Sellers Seller in such dispute even though the interests of the Sellers’ Representative and/or Sellers Seller may be directly adverse to the Buyer Indemnified PartiesCompanies or the Subsidiaries, and even though DM ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP may have represented the Company Companies or the Subsidiaries in a matter substantially related to such the dispute; provided, however, this sentence shall not apply if and to or may be handling ongoing matters for the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or Sellers Companies and the applicable member of Subsidiaries. Buyer, Buyer Parent, the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer Companies, the Subsidiaries and Seller further agrees agree that, as to all communications among DMbetween ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, the CompanyCompanies, the Sellers’ Representative and/or any Subsidiaries and Seller that relate in any way relate, both prior to or after the Closing, to (a) the transactions contemplated hereby by this Agreement, including without limitation the negotiation, preparation, execution, delivery and closing under, or a similar transaction any dispute arising under or in connection with this Agreement which, immediately prior to the Closing Closing, would be covered by the attorney-client privilege of Seller and its counsel, and (b) the “Protected Communications”)DFS Subpoena, the attorney-client privilege and the expectation of client confidence with respect belongs to the Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers Seller and may be controlled by the Sellers’ Representative and Sellers Seller, and shall not pass to or be claimed or controlled by Buyer, the Company (after Closing) Companies or any of their the Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights Seller shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the waive such attorney-client privilege could not validly be asserted by the Company prior other than to the Closingextent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer, Buyer Indemnified PartiesParent, on the one hand, Companies or the Subsidiaries and a third party person other than Seller after the Sellers’ Representative Closing, the Companies or a Seller, on the other hand, Buyer Indemnified Parties Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP to such third party; providedperson. Other than as explicitly set forth in this Section 12.12, however, the parties hereto acknowledge that Buyer Indemnified Parties may not waive such any attorney-client privilege without attaching as a result of legal counsel representing the Companies and the Subsidiaries prior written consent to the Closing shall survive the Closing and continue to be a privilege of the Sellers’ Representative Companies and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected CommunicationsSubsidiaries, Buyer shall be entitled to access or obtain a copy of and disclose not Seller, after the Protected Communications to the extent necessary to comply with any such orderClosing.

Conflicts and Privilege. It is acknowledged by each Recognizing that K&L Gates LLP has acted as legal counsel to Signing Sellers and the Acquired Entities prior to and as of the parties hereto date of this Agreement and that the Sellers’ Representative has retained ▇▇▇▇▇ ▇▇▇▇▇▇ K&L Gates LLP (“DM”) may be asked to act as its legal counsel in connection with to Signing Sellers (or “Replacement Seller” or “Replacement Sellers,” if applicable) after the transactions contemplated hereby. Buyer hereby agrees that in the event date of a dispute under this Agreement, the Ancillary Documents Parties acknowledge that the Acquired Entities have waived, on their own behalf, and the documents Purchaser hereby waives, any conflicts that may arise in connection with K&L Gates LLP’s representation of Signing Sellers (and instruments contemplated hereby and thereby related to the transactions contemplated hereby “Replacement Seller” or thereby that arises “Replacement Sellers,” if applicable) after the Closing between Buyer Indemnified PartiesClosing. The Parties also acknowledge that the Acquired Entities have agreed, and Purchaser also agrees, that, as to all communications among K&L Gates LLP, on the one hand, and the Acquired Entities (or any of them), the Signing Sellers (or any of them), or the Acquired Entities and Signing Sellers (and “Replacement Seller” or “Replacement Sellers’ Representative and Sellers,” if applicable), on the other hand, DM may represent the Sellers’ Representative and/or Sellers in such dispute even though the interests of the Sellers’ Representative and/or Sellers may be directly adverse to the Buyer Indemnified Parties, and even though DM may have represented the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or Sellers and the applicable member of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer further agrees that, as to all communications among DM, the Company, the Sellers’ Representative and/or any Seller that relate in any way to this Agreement and to the transactions contemplated hereby under or a similar transaction prior related to the Closing (the “Protected Communications”)this Agreement and are in fact subject to attorney-client privilege, the attorney-client privilege and the expectation of client confidence with respect to the Protected Communications (the “Associated Rights”) belong to the Signing Sellers (and “Replacement Seller” or “Replacement Sellers’ Representative ,” if applicable), shall be owned and Sellers and may be controlled by the Signing Sellers (and “Replacement Seller” or “Replacement Sellers’ Representative and Sellers ,” if applicable), and shall not pass to Purchaser or the Acquired Entities nor be claimed by Buyer, the Company (after Closing) or any of their Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation retained by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer Indemnified Parties, on the one hand, and a third party other than the Sellers’ Representative or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such orderAcquired Entities.

Conflicts and Privilege. It is acknowledged by each of Acquiror, the parties hereto that Company and the Sellers’ Holder Representative has retained ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“DM”) to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agrees that agree that, in the event of a dispute under with respect to this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to Agreement or the transactions contemplated hereby or thereby that arises after the Closing between Buyer Indemnified Partiesor among Acquiror, the GPIAC Designated Directors and/or the Sponsor, on the one hand, and the Sellers’ Company, the Pre-Closing Holders, the Holder Representative and Sellersand/or the Escrow Stockholders, on the other hand, DM any legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP) that represented Acquiror, the GPIAC Designated Directors and/or the Sponsor prior to the Closing may represent the Sellers’ Representative GPIAC Designated Directors and/or Sellers Sponsor in such dispute even though the interests of the Sellers’ Representative GPIAC Designated Directors and/or Sellers Sponsor may be directly adverse to the Buyer Indemnified PartiesAcquiror, and even though DM such counsel may have represented the Company Acquiror in a matter substantially related to such dispute; provided, howeveror may be handling ongoing matters for Acquiror, this sentence shall not apply if and to the extent (a) DM is then representing GPIAC Designated Directors and/or the Buyer Indemnified Parties and (b) such representation of such member of Sponsor. Acquiror, the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or obtain the informed consent of the Sellers’ Representative and/or Sellers Company and the applicable member of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer Holder Representative further agrees agree that, as to all legally privileged communications prior to the Closing between or among DMany legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP) that represented Acquiror, the Company, GPIAC Designated Directors and/or the Sellers’ Representative and/or Sponsor prior to the Closing and any Seller one or more such Persons that relate in any way to the transactions contemplated hereby or a similar transaction prior to the Closing (the “Protected Communications”)by this Agreement, the attorney-/client privilege and the expectation of client confidence with respect belongs to the Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers GPIAC Designated Directors and may be controlled by the Sellers’ Representative and Sellers such GPIAC Designated Directors, and shall not pass to or be claimed or controlled by BuyerAcquiror (after giving effect to the Closing), the Company (after Closing) and the Holder Representative; provided that the GPIAC Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or any defense of their Subsidiaries; providedrespective rights or obligations existing under this Agreement. Notwithstanding the foregoing, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any privileged communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted information shared by the Company prior to the Closing. Notwithstanding Closing with Acquiror, Sponsor or the foregoing, GPIAC Appointed Directors (xin any capacity) in under a common interest agreement shall remain the event that a dispute arises between Buyer Indemnified Parties, on the one hand, and a third party other than the Sellers’ Representative privileged communications or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent information of the Sellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such orderSurviving Corporation.