Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP (“▇▇▇▇”), ▇▇▇▇ shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then ▇▇▇▇ may represent the Company Securityholders, the Seller Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate may be directly adverse to Buyer, the Company Entities, Blocker and/or their respective Affiliates and even though ▇▇▇▇ may have represented the Company Entities or Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees that, as to all communications between or among ▇▇▇▇ and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed by Buyer or the Company Entities or Blocker. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, 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 ▇▇▇▇; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Representative.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities The Parent and the Blocker), agrees Surviving Corporation hereby agree that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP (“▇▇▇▇”), ▇▇▇▇ shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if event a dispute arises after the Closing between Buyer, Parent or the Company Entities, Blocker Surviving Corporation or any of their respective Affiliates, on the one hand, Company Subsidiary and the Company Securityholders, the Seller Representative, ’ Representative (or any of their respective AffiliatesCompany Securityholder), on the other hand, then Winston & ▇▇▇▇▇▇ LLP may represent the Securityholders’ Representative or the Company Securityholders, the Seller Representative, and/or such Affiliate Securityholder in such dispute even though the interests of the Securityholders’ Representative or the Company Securityholders, the Seller Representative, and/or such Affiliate Securityholder may be directly adverse to Buyerthe Company, the Company Entities, Blocker and/or their respective Affiliates and even though Winston & ▇▇▇▇▇▇ LLP may have represented the Company Entities or Blocker a Company Subsidiary in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyerthe Surviving Corporation or its Affiliates. Parent, the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself Securityholders’ Representative and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees further agree that, as to all communications between or among Winston & ▇▇▇▇▇▇ LLP, the Company, the Securityholders’ Representative and the Company Securityholders, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates Securityholders that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to the Securityholders’ Representative and the Company Securityholders and may be controlled by the Securityholders’ Representative and the Company Securityholders, shall be controlled solely by the Company Securityholders and shall not pass to or be claimed or controlled by Buyer the Surviving Corporation or Parent; provided that neither the Securityholders’ Representative nor the Company Entities Securityholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or Blockerdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, if in the event a dispute arises between Buyer the Parent or the Company Entities or Blocker and a third party (Person other than the Company Securityholders, the Seller ’ Representative or their respective Affiliates) a Company Securityholder after the Closing, then the Company Entities and Blocker, to the extent applicable, Surviving Corporation may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Winston & ▇▇▇▇▇▇ LLP to such Person; provided, however, that the Company Entities and Blocker Surviving Corporation may not waive such privilege without the prior written consent of the Seller Securityholders’ Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. Buyer(a) Parent and CAG, on behalf of itself their respective successors and its assigns hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the shareholders or holders of other equity interests of Parent and/or any of their respective directors, members, partners, officers, employees, or Affiliates (whichother than Parent) (collectively, for this purpose, shall be deemed to include the Company Entities and the Blocker“Parent Group”), agrees thaton the one hand, notwithstanding and Parent and/or any current or prior representation member of the Company Securityholders Conflict Group, on the other hand, any legal counsel (including G▇▇▇▇▇▇▇ M▇▇▇▇▇) that represented Parent prior to the Closing may represent any other member of the Parent Group in such dispute, even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or any other member of the Company Entities Conflict Group. Parent and CAG further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including G▇▇▇▇▇▇▇ M▇▇▇▇▇) that represented Parent and/or any other member of the Parent Group prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Parent Group and shall be controlled by the Parent Group, and shall not pass to or be claimed or controlled by Parent or CAG. Notwithstanding the foregoing, any privileged communications or information shared by CAG prior to the Closing with Parent and/or any other member of the Parent Group (in any capacity) under a common interest agreement shall remain the privileged communications or information of Parent. (b) CAG and Parent, on behalf of their respective successors and assigns hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among the stockholders or holders of other equity interests of CAG and/or any of their respective directors, members, partners, officers, employees, or Affiliates (other than Parent) (collectively, the “Company Conflict Group”), on the one hand, and the Companies and/or any member of the Parent Group, on the other hand, any legal counsel (including Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP (“▇▇▇▇”), ▇▇▇▇ shall be allowed LLP) that represented CAG prior to the Closing may represent Parent and any member of the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then ▇▇▇▇ may represent the Company Securityholders, the Seller Representative, and/or such Affiliate Group in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate Persons may be directly adverse to Buyerthe Companies, the Company Entities, Blocker and/or their respective Affiliates and even though ▇▇▇▇ such counsel may have represented the Company Entities or Blocker CAG in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company Entities, Blocker and/or their respective AffiliatesCompanies. Buyer, on behalf of itself Parent and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees CAG further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Pillsbury W▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ LLP) that represented the Company Securityholders, the Company Entities and Blocker (Companies prior to the Closing) and/or Closing and any of their respective Affiliates one or more such Persons that relate in any way to the transactions contemplated by this Agreementhereby, the attorney-/client privilege and the expectation of client confidence belongs solely to the Company Securityholders, Group and shall be controlled solely by the Company Securityholders CAG, and shall not pass to or be claimed or controlled by Buyer Parent (after giving effect to the Closing) or the Company Entities or BlockerCompanies. Notwithstanding the foregoing, if a dispute arises between Buyer any privileged communications or information shared by Parent prior to the Closing with any member of the Company Entities Group under a common interest agreement shall remain the privileged communications or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party information of confidential communications by ▇▇▇▇; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller RepresentativeParent.

Conflicts and Privilege. Buyer, on behalf of itself the Sellers and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities hereby agree that, in the event a dispute arises after the Closing between Buyer or the Company and the Blocker), agrees that, notwithstanding any current or prior representation of the Company Securityholders and/or the Company Entities by ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & Hollister LLP (“▇▇▇▇”), ▇▇▇▇ shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or any of their respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, then ▇▇▇▇ LLP may represent the Company Securityholders, the Seller Representative, and/or such Affiliate Sellers in such dispute even though the interests of the Company Securityholders, the Seller Representative, and/or such Affiliate Sellers may be directly adverse to Buyerthe Company, the Company Entities, Blocker and/or their respective Affiliates and even though Winston & ▇▇▇▇▇▇ LLP may have represented the Company Entities or Blocker in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company. Buyer and the Company Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), agrees further agree that, as to all communications between or among Winston & ▇▇▇▇▇▇ and the Company SecurityholdersLLP, the Company Entities and Blocker (prior to the Closing) and/or any of their respective Affiliates Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client client, work product, business strategy or similar protection or privilege and the expectation of client confidence belongs solely to the Company Securityholders, shall Sellers and may be controlled solely by the Company Securityholders same, and shall not transfer, pass to or be claimed or controlled by Buyer or the Company Entities or BlockerBuyer notwithstanding the transfer of Common Stock hereunder; provided that the Sellers shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Each of Buyer and, following the Closing, the Company, for itself and their respective directors, managers, partners, members, officers, employees and Affiliates, and each of their successors and assigns, hereby further agree not to take any action that would result in any subsequent waiver of the privilege respecting any such privileged communication. Notwithstanding the foregoing, if in the event a dispute arises between Buyer or the Company Entities or Blocker and a third party (Person other than the Company Securityholders, the Seller Representative or their respective Affiliates) Sellers after the Closing, 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 Winston & ▇▇▇▇▇▇ LLP to such Person; provided, however, that the Company Entities and Blocker may not waive such privilege without the prior written consent of the Seller Representativeapplicable Seller, which consent will not be unreasonably withheld.