Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company Seller and the Seller Representative certain of its Subsidiaries or Affiliates have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Day to act as their its counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person has the status of a client of ▇▇▇▇▇▇ Day for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree hereby agrees that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective its Affiliates, ▇▇▇▇▇▇ Day may represent Seller or any such party Affiliate in such dispute even though the interest interests of any Seller or such party Affiliate may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ Day may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for the and Buyer or the Company. (c) The parties heretohereby waives, for on behalf of themselves and their respective Affiliates (includingeach of its Affiliates, as applicable, the Company), any conflict of interest in connection with such representation by ▇▇▇▇▇ Day. Buyer further agree agrees that, as to all communications between communications, whether written or electronic, among ▇▇▇▇▇▇▇ Day, Seller, the SellersCompany, the Seller Ownersor any Rolling Mill Affiliate, the Seller Representative and/or the Company and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by Buyer, the Buyer Rolling Mill Business or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company Sellers and the Seller Representative Companies have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP for conflict of interest or any other purposes as a result thereof. (b) The Each of Buyer and Parent hereby agrees that, in the event that a dispute arises among Buyer or any of its Affiliates (including, after the Closing, any Companies) and Sellers or any of their Affiliates (including, prior to the Closing, the Companies), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent Sellers or any such Affiliate in such dispute, even though the interests of Sellers or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Companies), and even though ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented a Company hereby: in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or a Company. (ic) waiveEach of Buyer and Parent hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Companies): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing between the among Buyer or any of its Affiliates (including the CompanyCompanies) and the Seller Representative, the Sellers, any Seller Owner Sellers or any Affiliate of their respective AffiliatesSellers, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) Companies), and even though ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the a Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the a Company. (cd) The parties heretoEach of Buyer and Parent, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing, the Company), Companies) further agree agrees that, as if, and to all the extent that, at any time subsequent to the Closing, each Company shall have the right to assert or waive an attorney-client privilege with respect to any communications between or among it or any of its directors or officers concerning or in contemplation of this Agreement or the transactions contemplated hereby, Sellers shall have the sole right to waive such attorney-client privilege. Further, no ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ LLP attorney shall be required to respond to any inquiry concerning such communications without the approval of Sellers, the Seller Owners, the Seller Representative and/or the Company that relate . (e) Notwithstanding any other provision in any way to the transactions contemplated by this Agreement, prior to the Closing, Sellers shall be permitted to remove from the Companies any email, document and other records containing attorney-client privileged information where the attorney-client privilegeprivilege is held jointly between a Company, on the expectation one hand, and Sellers or any of client confidence and all their Affiliates, on the other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Companyhand (“Jointly Privileged Information”). Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from From and after the Closing, Buyer shall cause each Company and its Affiliates to provide to Sellers copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. Sellers agree that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 10.17(e) shall be returned to the Company promptly following the completion of such review if it is determined by Sellers that such email, document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section 13.15 or is otherwise prohibited from engaging in such representation; and (ii) agree thatany (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person that relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives and ▇▇▇▇▇ hereby agrees that it will not seek to compel disclosure to Buyer or any of its Representatives of any such communication that is subject to attorney client privilege, or any other evidentiary privilege. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the applicable Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees, or other Representatives is legally required by governmental Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 13.15(c)), further (y) agree thatthat the Selling Entities may seek a protective Order and (z) use, as at the Selling Entities’ sole cost and expense, reasonable best efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Companyassist therewith. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing[Signature page follows.]

Conflicts; Privileges. (a1) It is acknowledged by each of the parties hereto Parties that the Company and has retained the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Company's Counsel to act as their its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ Company's Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party Party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Company's Counsel for conflict of interest or any other purposes as a result thereof. (b2) The Buyer GABY hereby agrees that, in the event that a dispute arises between GABY or any of its Affiliates (including, after the Closing Time, the Company) and any Vendor or any of its Affiliates (including, prior to the Closing Time, the Company), the Company's Counsel may represent the Vendor or any such Affiliate in such dispute, even though the interests of the Vendor or such Affiliate may be directly adverse to GABY or any of its Affiliates (including, after the Closing Time, the Company), and even though the Company's Counsel may have represented the Company hereby: in a manner substantially related to such dispute, or may be handling ongoing matters for GABY or the Company. (i3) waiveGABY hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing Time, the Company): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ the Company's Counsel has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing Time between the Buyer GABY or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner Vendor or any of their respective its Affiliates, ▇▇▇▇▇▇ the Company's Counsel may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer GABY or any of its Affiliates (including the Company) ), and even though ▇▇▇▇▇▇ the Company's Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer GABY or the Company. (c4) The parties heretoGABY, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing Time, the Company), ) further agree agrees that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or Company's Counsel and the Company that relate made in connection with the negotiation, preparation, execution, delivery and closing under, or any way to dispute arising in connection with, this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Company and may be controlled by the Seller Vendors' Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after or the ClosingCompany.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇ & ▇, ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and any Designated Person that relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (i) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 13.16(c)), further (ii) agree thatthat the Selling Entities may seek a protective order and (iii) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.assist therewith.‌

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇DM”) to act as their its counsel in connection with this Agreement, the transactions contemplated hereby Transaction Documents and the Acquisition and that ▇▇▇▇▇▇ DM has not acted as counsel for any other Person in connection with this Agreement, the transactions contemplated hereby Transaction Documents or the Acquisition and that no other party to this Agreement or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of ▇▇▇▇▇▇ DM for conflict of interest or any other purposes as a result thereof. . Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (bincluding, after the Closing, the Company) The Buyer and Members or any of their Affiliates (including, prior to the Closing, the Company), DM may represent Members or any such Affiliate in such dispute even though the interests of Members or such Affiliate may be directly adverse to the Parent or any of its Affiliates (including, after the Closing, the Company), and even though DM may have represented the Company in a matter substantially related to such dispute, and Parent and the Company hereby: (i) hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that ▇▇▇▇▇▇ DM has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; , and (iib) agree that, in the event that a dispute arises after the Closing between the Buyer Parent or any of its Affiliates (including including, after the Closing, the Company) and the Seller Representative, the Sellers, any Seller Owner Company or Members or any of their respective Affiliates, ▇▇▇▇▇▇ DM may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to the Buyer Parent or any of its Affiliates (including including, after the Closing, the Company) or the Company and even though ▇▇▇▇▇▇ DM may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the . Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree agrees that, as to all communications between or among ▇▇▇▇▇▇DM, the Sellers, Company and the Seller Owners, the Seller Representative and/or the Company Sellers or any of their Affiliates that relate in any way to the transactions contemplated by this AgreementAcquisition, the attorney-attorney client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Members and may be controlled by the Seller Representative Members and shall not pass to or be claimed by the Buyer Parent or the CompanyCompany (or the Surviving Corporation). AccordinglyParent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company shall not have access to any such communications or to the files and Parent further agree that DM is an expressly intended third-party beneficiary of ▇▇▇▇▇▇ relating to such engagement from and after the Closingthis Section 5.8.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Milbank to act as their counsel to the Company and the Sellers in connection with the transactions contemplated hereby Transactions and that ▇▇▇▇▇▇ Milbank has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Milbank for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (bincluding, after the Closing, the Company), on the one hand, and any Seller or any of their Affiliates (including the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), on the other hand, Milbank may represent such Seller or any such Affiliate (including the Shareholders’ Representative) The in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Milbank may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby: hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ Milbank has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including including, after the Closing, the Company) on the one hand and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliatesthe Shareholders’ Representative on the other hand, ▇▇▇▇▇▇ Milbank may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including including, after the Closing, the Company) ), and even though ▇▇▇▇▇▇ Milbank may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or for the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), . Buyer further agree agrees that, as to all communications between or among ▇▇▇▇▇▇Milbank, the SellersCompany, the any Seller Owners, the Seller Representative and/or the Company Shareholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Seller Shareholders’ Representative and may be controlled by such Seller and/or the Seller Shareholders’ Representative and shall not pass to or be claimed by the Buyer or the Company. AccordinglyNotwithstanding the foregoing, if a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company shall not have access may assert the attorney-client privilege to any such communications or to the files prevent disclosure of ▇▇▇▇▇▇ relating confidential communication by Milbank to such engagement from third party. Buyer agrees to take, and after to cause its Affiliates to take, all steps necessary to implement the Closingintent of this Section 6.14. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Milbank and its respective partners and employees are third-party beneficiaries of this Section 6.14.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“APKS”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Zomner (“▇▇▇▇▇”) to act as their its counsel in connection with the transactions contemplated hereby and that ▇neither APKS nor ▇▇▇▇▇ has not have acted as counsel for any other Person Purchaser in connection with the transactions contemplated hereby hereby, and that no other party to this Agreement or Person has the status of a client of ▇APKS or ▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Purchaser hereby agrees that, in the event that a dispute arises between Purchaser or any of its Affiliates (bincluding, after the Closing, either of the Companies and any of their respective Affiliates) The Buyer and Sellers, any unitholder of Sellers or any of their respective Affiliates (including, prior to the Company Closing, either of the Companies), that relates to the transactions contemplated by this Agreement, APKS and/or ▇▇▇▇▇ may represent Sellers, such unitholder or any such Affiliate in such dispute even though the interests of Sellers, such unitholder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, either of the Companies), and even though APKS and/or ▇▇▇▇▇ may have represented either of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Purchaser or either of the Companies, the Purchaser hereby: (i) waive, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Companies), (i) waives any claim they have or may have that ▇APKS and/or ▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree agrees that, in the event that a dispute arises after the Closing between the Buyer Purchaser or any of its Affiliates (including either of the CompanyCompanies) and the Seller Representative, the Sellers, any Seller Owner unitholder of Sellers or any of their respective Affiliates, ▇APKS and/or ▇▇▇▇▇ may represent any of Sellers, such party unitholder and/or such Affiliate in such dispute even though the interest of any such party may be directly adverse to the Buyer Purchaser or any of its their Affiliates (including including, after the Company) Closing, either of the Companies), and even though ▇APKS and/or ▇▇▇▇▇ may have represented either of the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or either of the Buyer Companies. Notwithstanding the foregoing, in no event shall the foregoing waive the obligation of APKS or ▇▇▇▇▇ to comply with applicable Rules of Professional Conduct as it relates to the Company. (c) The parties hereto, for themselves protection of current or former client confidential information and their respective Affiliates (including, as applicable, the Company), limitations on the use of such information. Purchaser further agree agrees that, as to all communications between or among ▇▇▇▇▇▇APKS, the Babst, Sellers, either of the Seller OwnersCompanies, the Seller Representative and/or the Company any unitholder of Sellers and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege relating to the transactions belong to the Seller Representative such unitholder, Sellers and/or such Affiliates and may be controlled by the Seller Representative such unitholder, Sellers and/or such Affiliates and shall not pass to or be claimed by Purchaser or, after the Buyer or Closing, either of the CompanyCompanies. AccordinglyPurchaser agrees to take, and to cause their Affiliates to take, all steps necessary to implement the Company shall not have access to any such communications or to the files intent of ▇this Section 5.12. Purchaser and Sellers further agree that APKS, ▇▇▇▇▇ relating to such engagement from and after the Closingtheir respective partners and employees are third-party beneficiaries of this Section 5.12.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and that ▇"▇▇▇▇▇ has not acted ▇▇▇▇") to act as its counsel for any other Person in connection with this Agreement and the transactions contemplated hereby (the "Current Representation"), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and hereby agrees that after the Company hereby: (i) waiveClosing, on behalf of themselves and each ▇▇▇▇▇ ▇▇▇▇ may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a "Designated Person") in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection any representation described in this Section or (2) any confidentiality obligation with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing respect to any communication between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent ▇▇▇▇ and any such party in such dispute even though Designated Person occurring during the interest of any such party may be directly adverse Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, at or after the Buyer or any of its Affiliates (including the CompanyClosing) and even though ▇between ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company ▇ and any Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the Seller Representative Sellers and may be controlled by the Seller Representative Sellers and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company any of its representatives and Buyer hereby agrees that it shall not have access seek to compel disclosure to Buyer or any of its Representatives of any such communications communication that is subject to attorney client privilege, or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingany other evidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company CECity and the Seller Representative Shareholders have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“and ▇▇▇▇▇ ▇▇”) ▇▇▇ LLP to act as their its counsel in connection with the transactions contemplated hereby and that neither ▇▇▇▇ ▇▇▇▇▇ LLP nor ▇▇▇▇▇ ▇▇▇▇▇ LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person has the status of a client of ▇▇▇▇ ▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇ LLP for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree hereby agrees that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including and CECity or the Company) and the Seller RepresentativeShareholders, the Sellers, any Seller Owner either or any both of their respective Affiliates, ▇▇▇▇ ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇ LLP may represent any such party CECity or the Shareholders in such dispute even though the interest interests of any such party CECity and the Shareholders may be directly adverse to the Buyer or any of its Affiliates (including the Company) Affiliates, and even though Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by ▇▇▇▇ ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, LLP or may be handling ongoing matters for the ▇▇▇▇▇ ▇▇▇▇▇ LLP. Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree agrees that, as to all communications between communications, whether written or electronic, among one or more of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇ LLP, CECity (prior to the SellersClosing) and the Shareholders, the Seller Ownersand all files, the Seller Representative and/or the Company attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to CECity and the Seller Representative Shareholders and may be controlled by CECity and the Seller Representative Shareholders and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after Business following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.10.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have GB Ltd. has retained each of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and (ii) Gleiss ▇▇▇▇, ▇▇▇▇▇▇ & Associes and ▇▇▇▇▇▇ ▇▇▇▇ Ltd. (collectively, “Other Counsel”) and that ▇▇▇▇▇▇▇ has ▇▇▇▇ and such Other Counsel have not acted as counsel for any other Person person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person person has the status of a client of ▇▇▇▇▇▇▇ ▇▇▇▇ and such Other Counsel for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (bincluding, after the Closing, the Acquired Companies) The and GB Ltd. or any of its Affiliates (including, prior to the Closing, the Acquired Companies) in connection with this Agreement or the transactions contemplated hereby, each of ▇▇▇▇▇▇▇ ▇▇▇▇ and such Other Counsel may represent GB Ltd. or any such Affiliate in such dispute even though the interests of GB Ltd. or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) and even though ▇▇▇▇▇▇▇ ▇▇▇▇ or such Other Counsel, as applicable, may have represented one or more of the Acquired Companies in a matter substantially related to such dispute, and Buyer and the Company hereby: (i) Acquired Companies hereby waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that conflict of interest in connection with such representation by ▇▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any or such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (includingOther Counsel, as applicable, the Company), . Buyer further agree agrees that, as to all communications between legal communications, whether written or electronic, among ▇▇▇▇▇▇▇ ▇▇▇▇ or such Other Counsel, on the one hand, and GB Ltd., the SellersAcquired Companies and their respective subsidiaries, on the Seller Ownersother hand, the Seller Representative and/or the Company in each case, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the any attorney-client privilegeprivilege with respect thereto, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative GB Ltd. and may be controlled by the Seller Representative GB Ltd. and shall not pass to or be claimed by the Buyer or the Company. AccordinglyAcquired Companies; provided that Buyer, the Company shall not have access to Acquired Companies and their Affiliates may assert any such communications attorney-client or to the files other evidentiary privilege in any litigation not involving GB Ltd. or any of its Affiliates. GB Ltd. and Buyer further agree that ▇▇▇▇▇▇▇ relating to ▇▇▇▇ and such engagement from Other Counsel and after the Closingtheir respective partners and employees are third party beneficiaries of this Section 11.19.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained D▇▇▇▇▇▇, ▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP (“D▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of D▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, D▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though D▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that D▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between D▇▇▇▇ ▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between D▇▇▇▇ ▇▇▇▇ and any Designated Person that directly relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a third party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 14.15(c)), further (y) agree thatthat the Selling Entities may seek a protective order and (z) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingassist therewith.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Osler to act as their counsel to the Company and the Sellers in connection with the transactions contemplated hereby Transactions and that ▇▇▇▇▇▇ Osler has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Osler for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (bincluding, after the Closing, the Company), on the one hand, and any Seller or any of their Affiliates (including the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), on the other hand, Osler may represent such Seller or any such Affiliate (including the Shareholders’ Representative) The in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Osler may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby: hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ Osler has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including including, after the Closing, the Company) on the one hand and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliatesthe Shareholders’ Representative on the other hand, ▇▇▇▇▇▇ Osler may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including including, after the Closing, the Company) ), and even though ▇▇▇▇▇▇ Osler may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or for the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), . Buyer further agree agrees that, as to all communications between or among ▇▇▇▇▇▇Osler, the SellersCompany, the any Seller Owners, the Seller Representative and/or the Company Shareholders’ Representative that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Seller Shareholders’ Representative and may be controlled by such Seller and/or the Seller Shareholders’ Representative and shall not pass to or be claimed by the Buyer or the Company. AccordinglyNotwithstanding the foregoing, if a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company shall not have access may assert the attorney-client privilege to any such communications or to the files prevent disclosure of ▇▇▇▇▇▇ relating confidential communication by Osler to such engagement from third party. Buyer agrees to take, and after to cause its Affiliates to take, all steps necessary to implement the Closingintent of this Section 6.12. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Osler and its respective partners and employees are third-party beneficiaries of this Section 6.12.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇”▇▇“) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation“), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and hereby agrees that after the Company hereby: (i) waiveClosing, on behalf of themselves and each ▇▇▇▇▇ ▇▇▇▇ may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a “Designated Person“) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection any representation described in this Section or (2) any confidentiality obligation with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing respect to any communication between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent ▇▇▇▇ and any such party in such dispute even though Designated Person occurring during the interest of any such party may be directly adverse Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, at or after the Buyer or any of its Affiliates (including the CompanyClosing) and even though ▇between ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company ▇ and any Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the Seller Representative Sellers and may be controlled by the Seller Representative Sellers and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company any of its representatives and Buyer hereby agrees that it shall not have access seek to compel disclosure to Buyer or any of its Representatives of any such communications communication that is subject to attorney client privilege, or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingany other evidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person that directly relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a third party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 14.15(c)), further (y) agree thatthat the Selling Entities may seek a protective order and (z) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingassist therewith.