Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden 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 (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has TDY and ATI and certain of its Subsidiaries have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ K&L Gates LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden K&L Gates LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden K&L Gates LLP 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 (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller ATI or any of its Affiliates (includingAffiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden K&L Gates LLP may represent Seller ATI or any such Affiliate in such dispute even though the interests of Seller ATI or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the including any Transferred FH Companies and their Closing SubsidiariesSubsidiary) and even though Skadden K&L Gates LLP may have represented the Tungsten Materials Business or a Transferred FH Company or one of its Closing Subsidiaries Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves and each of their its Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterK&L Gates LLP. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matteramong K&L Gates, among SkaddenATI, Seller TDY and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller ATI (or TDY, as appropriate) and may be controlled by Seller ATI (or TDY, as appropriate) and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies Tungsten Materials Business or any of their Closing SubsidiariesTransferred Subsidiaries following the Closing. Buyer agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their its respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.209.10.

Conflicts; Privileges. 11.8.1 It is acknowledged by each of the parties Parties that Seller has the Sellers have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ White & ▇▇▇▇ Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby Transactions and that no other party Party or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer The Purchasers hereby agrees agree that, in the event that a dispute arises between Buyer the Purchasers or any of its their Affiliates (including, after the ClosingCompletion, the Transferred FH Companies and their Closing SubsidiariesAcquired Companies) and Seller or any member of its Affiliates (includingthe ABB Group, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden W&C may represent Seller or any such Affiliate member of the ABB Group in such dispute even though the interests of Seller or such Affiliate member of the ABB Group may be directly adverse to Buyer the Purchasers or any of its their Affiliates (including, after the ClosingCompletion, the Transferred FH Companies and their Closing Subsidiaries) Acquired Companies), and even though Skadden W&C may have represented a Transferred FH an Acquired Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer the Purchasers or a Transferred FH Company or one of its Closing Subsidiariesan Acquired Company, and Buyer and the Transferred FH Companies and their Closing Subsidiaries Purchasers hereby waive, on behalf of themselves themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer W&C. The Purchasers further agrees agree that, as to all communicationscommunications among W&C, whether written or electronic, the Acquired Companies and the Sellers that relate in any way to the extent related to the Matter, among Skadden, Seller and its SubsidiariesTransactions, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller the Sellers and may be controlled by Seller the Sellers and shall not pass to or be claimed by Buyer or its Subsidiaries the Purchasers or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to Acquired Companies. 11.8.2 The Sellers and the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer Purchasers agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Clause 11.8.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller APD has retained each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) and any other counsel engaged by APD or any of its Affiliates for purposes of the transactions contemplated by this Agreement (the “Other Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has and the Other Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden and the 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 (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesPMD Companies) and Seller APD or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies PMD Companies), each of Skadden and their Subsidiaries) related to the Matter, Skadden Other Counsel may represent Seller APD or any such Affiliate in such dispute even though the interests of Seller APD or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesPMD Companies) and even though Skadden and/or the Other Counsel, as applicable, may have represented a Transferred FH PMD Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing SubsidiariesPMD Company, and Buyer and its Subsidiaries and the Transferred FH PMD Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to and/or the extent related to the MatterOther Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller the Other Counsel, APD and its Subsidiaries, and the Transferred FH Companies and their Closing SubsidiariesPMD Companies, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller APD and may be controlled by Seller APD and shall not pass to or be claimed by Buyer or and its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing SubsidiariesPMD Companies. Seller APD and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.209.14. Seller APD and Buyer further agree that Skadden and its the Other Counsel and their respective partners and employees are third party beneficiaries of this Section 5.209.14.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has MIC, Seller, the Company and certain of their respective Affiliates have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ White & ▇▇▇▇ Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that that, following the Closing, a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing the Company Subsidiaries) and Seller MIC, Seller, or any of its their respective Affiliates (includingfor the avoidance of doubt, prior to excluding the Closing, Company or the Transferred FH Companies and their Company Subsidiaries) related arising out of or relating to the Matterthis Agreement, Skadden W&C may represent MIC, Seller or any such Affiliate in such dispute even though the interests of MIC, Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Company or the Company Subsidiaries) ), and even though Skadden though, prior to the Closing, W&C may have represented a Transferred FH the Company or one of its Closing the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for Buyer or a Transferred FH Purchaser, the Company or one of its Closing the Company Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden to the extent related to the Matter. Buyer further agrees representation, (b) agree that, as to all communicationsin the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate after the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Company or the Transferred FH Companies Company Subsidiaries) and MIC, Seller or any of their Closing respective Affiliates arising out of or relating to this Agreement, W&C may represent MIC, Seller and any Affiliate of MIC or Seller in such dispute even though the interest of such party may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company or the Company Subsidiaries), but in no event shall Seller waive any such privilege and even though, prior to the extent Closing, W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to any of such dispute, or may be handling ongoing unrelated matters for Purchaser, the Transferred FH Companies Company or any one of its Closing the Company Subsidiaries. Seller and Buyer agree Purchaser further agrees that (i) as to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.communications between W&C 94

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has Seller, the Company and certain of their respective Affiliates have retained SkaddenWhite & Case LLP (“W&C”), ArpsCarlsmith Ball LLP (“CB”), Slate, and Winston & S▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“SkaddenWS”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden has W&C, CB, and WS have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C, CB, or WS for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, (a) W&C, CB and WS may continue to represent Seller, the Company, or any such Affiliate (and their respective current or former directors or officers) following the Closing in connection with any dispute pending or threatened as of the Closing, (b) in the event that a dispute arises in connection with the transactions contemplated hereby (including any Transaction Litigation), W&C, CB, and WS may represent Seller, the Company, or any such Affiliate (and their respective current or former directors or officers in such dispute), and (c) in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing the Company Subsidiaries) and Seller Seller, or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies Company or the Company Subsidiaries), W&C, CB, and their Subsidiaries) related to the Matter, Skadden WS may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Company or the Company Subsidiaries) ), and even though Skadden W&C, CB, or WS may have represented a Transferred FH the Company or one of its Closing the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Purchaser, the Company or one of its Closing the Company Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C, CB, or WS has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing in connection with the transactions contemplated hereby (including any Transaction Litigation), W&C, CB, and WS may represent any such party in such dispute, and (c) agree that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, after the Closing, the Company or the Company Subsidiaries) and Seller, W&C, CB, and WS may represent any such party in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (including after the extent Closing, the Company or the Company Subsidiaries), and even though W&C, CB, and WS may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the MatterCompany or the Company Subsidiaries. Buyer Purchaser further agrees that, (i) as to all communicationscommunications among W&C, whether written or electronicCB, WS, and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Purchaser, the Company or the Transferred FH Companies or any of their Closing Company Subsidiaries, but and (ii) as to all communications among W&C, CB, WS, the Company, the Company Subsidiaries, and/or Seller, that relate in no event shall Seller waive any such privilege way to the extent related transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any of evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser, the Transferred FH Companies Company or any one of its Closing the Company Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer The parties hereto further agree that Skadden W&C, CB, WS, and its their respective partners and employees are third party beneficiaries of this Section 5.206.12.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has GP, the Partnership, GP Parent, the Harvest Limited Partners and the Sellers’ Representative have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ White & ▇▇▇▇ Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Parent hereby agrees that, in the event that a dispute arises between Buyer Parent or any of its Affiliates (includingincluding Merger Subs and, after the Closing, the Transferred FH Companies Surviving GP, the Surviving Partnership and their Closing the Partnership Subsidiaries) and Seller GP Parent, any Seller, or any of its their respective Affiliates (includingincluding the Sellers’ Representative and, prior to the Closing, GP, the Transferred FH Companies and their Partnership or the Partnership Subsidiaries) related to the Matter), Skadden W&C may represent GP Parent, any such Seller or any such Affiliate in such dispute even though the interests of GP Parent, such Seller or such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Subs and, after the Closing, the Transferred FH Companies and their Closing Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) ), and even though Skadden W&C may have represented a Transferred FH Company GP, the Partnership or one of its Closing the Partnership Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Parent, GP, the Partnership or a Transferred FH Company or one of its Closing the Partnership Subsidiaries, and Buyer Parent, GP and the Transferred FH Companies and their Closing Subsidiaries Partnership hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including Merger Subs and, after the Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) and GP Parent, any Seller or the Sellers’ Representative, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including after the extent Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries), and even though W&C may have represented GP, the Partnership or the Partnership Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the MatterSurviving GP, the Surviving Partnership or the Partnership Subsidiaries. Buyer Parent further agrees that, (i) as to all communicationscommunications between W&C and GP Parent, whether written or electronic, any Seller and/or the Sellers’ Representative that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to GP Parent, such Seller and/or the Sellers’ Representative and may be controlled by GP Parent, such Seller and/or the Sellers’ Representative and shall not pass to or be claimed by Buyer or its Subsidiaries Parent, GP, the Partnership or the Transferred FH Companies or any of their Closing Partnership Subsidiaries, but and (ii) as to all communications between W&C and GP, the Partnership or the Partnership Subsidiaries, or among W&C, GP, the Partnership, the Partnership Subsidiaries, GP Parent, any Seller and/or the Sellers’ Representative, that relate in no event shall Seller waive any such privilege way to the extent related transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any of evidentiary privilege belong to GP Parent, such Seller and/or the Transferred FH Companies Sellers’ Representative and may be controlled by GP Parent, such Seller and/or the Sellers’ Representative and shall not pass to or any one of its Closing be claimed by Parent, GP, the Partnership or the Partnership Subsidiaries. Seller and Buyer agree Parent agrees to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.206.14. Seller and Buyer The parties hereto further agree that Skadden W&C and its respective partners and employees are third party beneficiaries of this Section 5.206.14.

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller has retained each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) and the firms set forth on Section 5.16(a) of the Seller Disclosure Schedule (collectively, together with Skadden, the “Seller Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has the Seller Law Firms have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden the Seller Law Firms 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 (including, after the Closing, the Transferred FH Companies Subsidiaries and their Closing Subsidiariesthe Transferred Joint Ventures) and Seller or any of its Affiliates (includingAffiliates, prior to each of the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Seller Law Firms may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden the Seller Law Firms, as applicable, may have represented a Transferred FH Company the Business or one of its Closing the Transferred Subsidiaries or Transferred Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company the Business or one of its Closing Subsidiariesthe Transferred Subsidiaries or Transferred Joint Ventures, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Transferred Subsidiaries and the Transferred Joint Ventures), any conflict of interest in connection with such representation by Skadden to the extent related to the MatterSeller Law Firms, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to among the extent related to Seller Law Firms, Seller, the Matter, among Skadden, Seller and its SubsidiariesBusiness, the Transferred FH Companies Subsidiaries and their Closing Subsidiariesthe Transferred Joint Ventures, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries the Business or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies Subsidiaries or any one of its Closing SubsidiariesTransferred Joint Ventures. Seller and Buyer agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.16. Seller and Buyer further agree that Skadden the Seller Law Firms and its their respective partners and employees are third party beneficiaries of this Section 5.205.16.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller SEE has retained each of Skadden, Arps, Slate, ▇M▇▇▇▇▇▇ & ▇F▇▇▇ LLP (“Skadden”) and each other firm engaged to act as its counsel in connection with the transactions contemplated hereby by this Agreement (“Other Counsel”) and that Skadden has and such Other Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden 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 (including, after the Closing, the Transferred FH Diversey Companies and their Closing Subsidiaries) and Seller SEE or any of its Affiliates (including, prior to the Closing, the Transferred FH Diversey Companies and their Subsidiaries) related to the Matter), each of Skadden and such Other Counsel may represent Seller SEE or any such Affiliate in such dispute even though the interests of Seller SEE or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Diversey Companies and their Closing Subsidiaries) and even though Skadden or such Other Counsel, as applicable, may have represented a Transferred FH Diversey Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Diversey Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Diversey Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matteror such Other Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiariessuch Other Counsel, SEE, the Transferred FH Diversey Companies and their Closing respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller SEE and may be controlled by Seller SEE and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Diversey Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller SEE and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.209.14. Seller SEE and Buyer further agree that Skadden and its such Other Counsel and their respective partners and employees are third party beneficiaries of this Section 5.209.14.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has and the Company have retained Skadden, Arps, Slate, C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP (“SkaddenC▇▇▇▇▇▇▇▇”) and Davies W▇▇▇ ▇▇▇▇▇▇▇▇ & V▇▇▇▇▇▇▇ LLP (together with C▇▇▇▇▇▇▇▇, the “Legal Counsel”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden has the Legal Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of Skadden either Legal Counsel for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and Seller or any of its Affiliates Seller’s direct or indirect equityholders (including“Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden each Legal Counsel may represent Seller or any such Affiliate Seller’s Equityholder in such dispute even dispute. Even though the interests of Seller or such Affiliate Seller’s Equityholder may be directly adverse to Buyer Purchaser, the Company or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden such Legal Counsel may have represented a Transferred FH Seller or the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Mattersuch Legal Counsel. Buyer Purchaser further agrees that, as to all communicationscommunications among any Legal Counsel, whether written or electronicSeller, the Company and any of Seller’s Equityholders that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and Seller’s Equityholder and may be controlled by Seller or such Seller’s Equityholder and shall not pass to or be claimed by Buyer or its Subsidiaries Purchaser or the Transferred FH Companies or any of their Closing SubsidiariesCompany. Purchaser agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates its Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.208.17.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has and the Company have retained Skadden, Arps, Slate, Shurmur LLP (“Shurmur”) and ▇▇▇▇▇▇▇ & LLC (together with ▇▇▇▇ LLP (▇▇▇▇, the “SkaddenLegal Counsel”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden has the Legal Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of Skadden either Legal Counsel for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing any of its Subsidiaries) and Seller or any of its Affiliates Seller’s direct or indirect equityholders (including“Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden each Legal Counsel may represent Seller or any such Affiliate Seller’s Equityholder in such dispute even though the interests of Seller or such Affiliate Seller’s Equityholder may be directly adverse to Buyer Purchaser, the Company or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing any of its Subsidiaries) ), and even though Skadden such Legal Counsel may have represented a Transferred FH Seller or the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Mattersuch Legal Counsel. Buyer Purchaser further agrees that, as to all communicationsprivileged communications between any Legal Counsel, whether written on the one hand, and any or electronicall of Seller, the Company, any of the Company’s Subsidiaries and any of Seller’s Equityholders, on the other hand, that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, and the expectation of client confidence and all other rights to any evidentiary privilege confidence, belong to Seller and Seller’s Equityholder and may be controlled by Seller or such Seller’s Equityholder and shall not pass to or be claimed by Buyer or its Subsidiaries or Purchaser, the Transferred FH Companies Company or any of their Closing the Company’s Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller Delta has retained ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇ & Overy (“Delta Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Delta Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client of Delta Counsel for conflict of interest or any other purposes in connection with such transactions. Newco hereby agrees that, in the event that a dispute arises between Newco or any of its Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and Delta or any of its Affiliates (including, prior to the Closing, the Transferred DPP Companies and their Subsidiaries), Delta Counsel may represent Delta or any such Affiliate in such dispute even though the interests of Delta or such Affiliate may be directly adverse to Newco or any of its Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and even though Delta Counsel may have represented a Transferred DPP Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Newco or a Transferred DPP Company or one of its Subsidiaries, and Newco and the Transferred DPP Companies and their Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of Delta or its Affiliates by Delta Counsel. Newco further agrees that, as to all communications, whether written or electronic, among Delta Counsel, Delta, the Transferred DPP Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Closing and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to Delta and may be controlled by Delta and shall not pass to or be claimed by Newco or the Transferred DPP Companies or any of their Subsidiaries. Delta and Newco agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 7.25(a). Delta and Newco further agree that Delta Counsel and its respective partners and employees are third party beneficiaries of this Section 7.25(a). (b) Each of the parties hereto (a) acknowledges that JLL Partners, Inc., a Delaware corporation, and certain of its Affiliates have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”) to act as its counsel to JLL Holdco, Newco and their respective Affiliates in connection with the transactions contemplated hereby and that hereby, Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby hereby, and that no other party or Person has the status of a client of Skadden for conflict of interest or any other purposes in connection with such transactions; and (b) acknowledges that after the Closing, Skadden may act as a result thereof. Buyer hereby agrees thatcounsel to JLL Holdco, in the event that a dispute arises between Buyer or any of its Newco and their respective Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH DPP Companies and their Subsidiaries) in connection with matters arising out of or related to this Agreement, the Mattertransactions contemplated hereby and the business activities of JLL Holdco, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Newco and their respective Affiliates (including, after the Closing, the Transferred FH DPP Companies and their Closing Subsidiaries) and even though Skadden may have represented that Skadden’s prior representation of JLL Holdco, Newco and their respective Affiliates shall not be deemed to be a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related disabling conflict with respect to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one representation. Each of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries parties hereto hereby waive, on behalf of themselves and each of their Affiliates, waives any conflict of interest in connection with such representation by Skadden to resulting from the extent related to the Matterforegoing. Buyer The parties hereto further agrees agree that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its SubsidiariesJLL Holdco, the Transferred FH Companies Newco and their Closing Subsidiariesrespective Affiliates, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related transactions contemplated by this Agreement (other than with respect to the Matter and Arrangement Agreement), that predate the ClosingClosing in the case of communications among Skadden and JLL Holdco and its Affiliates (other than Newco and the GP), and that precede the date hereof in the case of communications among Skadden and Newco and the GP, and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to Seller JLL Partners and may be controlled by Seller JLL Partners and shall not pass to or be claimed by Buyer or its Subsidiaries or JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred FH DPP Companies or any of and their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries). Seller and Buyer The parties agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.207.25(b). Seller and Buyer The parties further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.207.25(b).

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller has Representative have retained Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ Proskauer Rose LLP (“Skadden”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden Proskauer Rose LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden Proskauer Rose LLP for conflict of interest or any other purposes as a result thereof. . (b) The Buyer hereby agrees and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Proskauer Rose LLP 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, after including the ClosingCompany) and the Seller Representative, the Transferred FH Companies and their Closing Subsidiaries) and Seller Sellers or any of its Affiliates (includingtheir respective Affiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Proskauer Rose LLP may represent Seller or any such Affiliate party in such dispute even though the interests interest of Seller or any such Affiliate party may be directly adverse to the Buyer or any of its Affiliates (including, after including the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and even though Skadden Proskauer Rose LLP may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or a Transferred FH Company or one of its Closing Subsidiariesthe Company. (c) The parties hereto, and Buyer and the Transferred FH Companies for themselves and their Closing Subsidiaries hereby waiverespective Affiliates (including, on behalf of themselves and each of their Affiliatesas applicable, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer Company), further agrees agree that, as to all communicationscommunications between or among Proskauer Rose LLP, whether written or electronicthe Sellers, the Seller Representative, and/or the Company that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions 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 its Subsidiaries or the Transferred FH Companies or any of their Closing SubsidiariesCompany. Accordingly, but in no event the Company shall Seller waive not have access to any such privilege communications or to the extent related files of Proskauer Rose LLP relating to any of such engagement from and after the Transferred FH Companies or any one of its Closing SubsidiariesClosing. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.[Signature page follows]