Common use of Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has represented the Company in the preparation, negotiation and execution of, and the consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related to this Agreement and the transactions contemplated hereby, including in respect of any claims, litigation or disputes arising under or related hereto or such other Transaction Documents (each, a “Post-Closing Matter”). Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries). Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Company acknowledge Merger Subs acknowledges that Xxxxxx Oxxxxx, Hxxxxxxxxx & Xxxxxxx Sxxxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented one or more of the Company in or one or more of its Subsidiaries, the preparation, negotiation Company Equity Holders and execution ofthe Securityholder Representative, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related respect to this Agreement and the other agreements or transactions contemplated herebyhereby (including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement or such other Transaction Documents agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, the Merger Subs or any of their Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MatterMatters”), Prior Counsel may represent a Designated Person in connection with such matters. Accordingly, each of Parent and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Upon Without limiting the foregoing, each of Parent, the Merger Subs and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.. 121

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge Summit acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented one or more of Cementos, the Company in Argos Parties, the preparation, negotiation ANAC Companies and execution oftheir Affiliates, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”)) in one or more matters relating to this Agreement and the other Transaction Documents (including any matter that may be related to a litigation, in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent claim or waiver by the Company dispute arising under or Parent in matters related to this Agreement and the transactions contemplated herebyother Transaction Documents) (each, including an “Existing Representation”), and that, in respect the event of any claimspost-Closing matters (x) relating to this Agreement and the other Transaction Documents (including any matter that may be related to a litigation, litigation claim or disputes dispute arising under or related hereto or such to this Agreement and the other Transaction Documents Documents) and (y) in which Summit or any of its Subsidiaries (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent Summit and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Summit or any of its Affiliates Subsidiaries (including the Surviving Corporation Company and its Subsidiaries). Upon , and after the Closing, even though Prior Company Counsel may (A) have represented the Company shall cease or its Subsidiaries in a matter substantially related to have such dispute or (B) be currently representing the Company or any attorney-client relationship with of its Subsidiaries. Without limiting the foregoing, each of Summit and the Company (on behalf of itself and its Subsidiaries) consents to the disclosure by Prior Company Counsel, unless and in connection with one or more Post-Closing Representations, to the extent Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is specifically engaged in writing by subject to the attorney-client privilege of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to represent the Company or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagementClosing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent Purchaser and the Company NewCo acknowledge that Xxxxxx Xxxxx & Xxxxxxx XxXxxxxx LLP (“Prior Company Parent Counsel”) has has, on or prior to the Closing Date, represented the Company in the preparation, negotiation one or more of Parent and execution ofits Affiliates, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiariesany Transferred Subsidiary or any Transferred Joint Venture, a “Designated Person”), ) in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent one or waiver by the Company or Parent in more matters related solely relating to this Agreement and the transactions contemplated hereby(including any such matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement) (each, an “Existing Representation”), and that, in the event of any matters that arise following the Closing (i) relating solely to this Agreement (including any such matter that may be related to a litigation, claim or such dispute solely arising under or related to this Agreement) and (ii) in which Purchaser or any of its Affiliates or NewCo or any of its Affiliates (including the Transferred Subsidiaries and Transferred Joint Ventures after the Closing), on the one hand, and one or more Designated Persons, on the other Transaction Documents hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Parent Counsel shall represent them in connection with such Post-Closing Matter. Accordingly, each of Parent Purchaser and the Company NewCo hereby (iA) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Parent Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Company Parent Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Purchaser, NewCo or any of its their respective Affiliates (including the Surviving Corporation Transferred Subsidiaries and its Subsidiaries). Upon and the Transferred Joint Ventures after the Closing), except in any case in which Prior Parent Counsel may (x) have represented one or more of the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged Transferred Subsidiaries or Transferred Joint Ventures in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time a matter substantially related to such engagementdispute or (y) be currently representing any of the Transferred Subsidiaries or Transferred Joint Ventures.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge Buyer acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented Seller, the Company in the preparation, negotiation and execution ofother Affiliates, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its SubsidiariesCompany, a “Designated Person”), ) in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent one or waiver by the Company or Parent in more matters related relating to this Agreement and the transactions contemplated hereby(including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or such dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including the Company), on the one hand, and one or more Designated Persons, on the other Transaction Documents hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent Buyer and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including the Surviving Corporation Company), and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its Subsidiaries). Upon and after Affiliates) consents to the Closing, the Company shall cease to have any attorney-client relationship with disclosure by Prior Company Counsel, unless and in connection with one or more Post-Closing Representations, to the extent Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is specifically engaged in writing by subject to the attorney-client privilege of the Company or Prior Company Counsel’s duty of confidentiality as to represent the Company and whether or not such disclosure is made before or after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagementClosing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company Buyers acknowledge that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented Sellers, the Company in the preparationCompanies, negotiation and execution ofother Affiliates of Sellers, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiarieseither Company, a “Designated Person”), ) in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent one or waiver by the Company or Parent in more matters related relating to this Agreement and the transactions contemplated hereby(including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or such dispute arising under or related to this Agreement) and (y) in which Buyers or any of their Affiliates (including the Companies), on the one hand, and one or more Designated Persons, on the other Transaction Documents hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent Buyers and the Company Companies hereby (i) waives waive and shall not assert, and agrees agree after the Closing to cause its their Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters and (ii) agrees that, in the event that a “Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(sRepresentation”) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries). Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.and

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge Buyer acknowledges that Xxxxxx & Xxxxxxx LLP (“Prior Company CounselL&W”) has has, on or prior to the Closing Date, represented one or more of the Company in Holder Representative, one or more Holders, the preparation, negotiation and execution ofCompany, and the consummation of the transactions contemplated byCompany’s Subsidiaries and other Affiliates, this Agreement. Neverthelessand their respective officers, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”)) in connection with this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent claim or waiver by the Company dispute arising under or Parent in matters related to this Agreement and the or such other agreements or in connection with such transactions contemplated hereby) (each, including an “Existing Representation”), and that, in respect the event of any claimspost-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, litigation claim or disputes dispute arising under or related hereto this Agreement or such other Transaction Documents agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Parent Buyer and the Company Surviving Corporation hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Counsel L&W of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel L&W may represent one or more Designated Persons in such a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representations. Upon Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge Each Acquiror Party acknowledges that Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented the Company in Stockholder, the preparation, negotiation Company and execution ofits Subsidiaries and their respective Affiliates, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”)) in one or more matters relating to this Agreement or any other Transaction Agreements or transactions contemplated hereby or thereby (including any matter that may be related a litigation, in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent claim or waiver by the Company dispute arising under or Parent in matters related to this Agreement or such other Transaction Agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated herebyhereby (including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement or such other Transaction Documents Agreements or in connection with such transactions), and (y) in which Acquiror, the Merger Subs, or any of their Affiliates (including any of the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MatterMatters”), the Designated Persons reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordingly, each of Parent Acquiror and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, assert any conflict of interest arising out of or relating to the representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Acquiror or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though Prior Counsel may have represented the Company and its Subsidiaries in a matter substantially related to such dispute. Upon Without limiting the foregoing, each of Acquiror, the Merger Subs, and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent acknowledges that Xxxxxxx Xxxxx LLP, XxXxxxxxxx Xxxxxxxx, P.C. and the Company acknowledge that Xxxxxx & Xxxxxxx LLP other legal counsel (“"Prior Company Counsel”") has have, on or prior to the Closing Date, represented the Company in the preparation, negotiation and execution of, and the consummation one or more Affiliates of the Company ("Designated Persons") in one or more matters relating to this Agreement or any other agreements or transactions contemplated byhereby (including any matter that may be related to a litigation, this Agreement. Nevertheless, Parent and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent claim or waiver by the Company dispute arising under or Parent in matters related to this Agreement or such other agreements or in connection with such transactions) (each, an "Existing Representation"), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated herebyhereby (including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement or such other Transaction Documents agreements or in connection with such transactions) and (y) in which Parent or any of its Affiliates (including the Company), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “"Post-Closing Matter”"), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent Parent, Merger Sub and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the "Post-Closing Representations"), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent and/or Merger Sub or any of its Affiliates (including the Surviving Corporation Company), and even though Prior Company Counsel may (i) have represented the Company or its Subsidiaries). Upon and after the ClosingAffiliates in a matter substantially related to such dispute or (ii) be currently representing Parent, the Company shall cease or any of their respective Affiliates. Without limiting the foregoing, each of Parent, Merger Sub and the Company (on behalf of itself and its Affiliates) consents to have any attorney-client relationship with the disclosure by Prior Company Counsel, unless and in connection with one or more Post-Closing Representations, to the extent Designated Persons of any information learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is specifically engaged in writing by subject to the attorney-client privilege of the Company or any of its Affiliates or Prior Company Counsel's duty of confidentiality as to represent the Company or any of its Affiliates and whether or not such disclosure is made before or after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagementClosing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Company acknowledge Merger Sub acknowledges that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented one or more of the Company in or one or more of its Subsidiaries, the preparation, negotiation Company Equity Holders 102 and execution ofthe Stockholder Representative, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, ) with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related respect to this Agreement and the other agreements or transactions contemplated herebyhereby (including any matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement or such other Transaction Documents agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, Merger Sub or any of their Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MatterMatters”), the Designated Persons reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordingly, each of Parent and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post‑Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Upon Without limiting the foregoing, each of Parent, Merger Sub and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing, the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent Investor and the Company NewCo acknowledge that Xxxxxxxx & Xxxxxxxx LLP, Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, Xxxxxxx & Xxxxxx LLP and Xxxxx Xxxxxx LLP (each a “Prior Company AT&T Counsel”) has has, on or prior to the Closing Date, represented the Company in the preparation, negotiation one or more of AT&T and execution ofits Affiliates, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than the Company and its Subsidiariesany Transferred Subsidiary, a “Designated Person”), ) in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent one or waiver by the Company or Parent in more matters related solely relating to this Agreement and the transactions contemplated hereby(including any such matter that may be related to a litigation, including in respect of any claims, litigation claim or disputes dispute arising under or related hereto to this Agreement) (each, an “Existing Representation”), and that, in the event of any matters that arise following the Closing (i) relating solely to this Agreement (including any such matter that may be related to a litigation, claim or such dispute solely arising under or related to this Agreement) and (ii) in which Investor or any of its Affiliates or NewCo or any of its Affiliates (including the Transferred Subsidiaries after the Closing), on the one hand, and one or more Designated Persons, on the other Transaction Documents hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior AT&T Counsel shall represent them in connection with such Post-Closing Matter. Accordingly, each of Parent Investor and the Company NewCo hereby (iA) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Company AT&T Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Company AT&T Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Investor, NewCo or any of its their respective Affiliates (including the Surviving Corporation and its Subsidiaries). Upon and Transferred Subsidiaries after the Closing), except in any case in which Prior AT&T Counsel may (x) have represented one or more of the Company shall cease to have any attorney-client relationship with Prior Company Counsel, unless and to the extent Prior Company Counsel is specifically engaged Transferred Subsidiaries in writing by the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time a matter substantially related to such engagementdispute or (y) be currently representing any of the Transferred Subsidiaries.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent Buyer acknowledges that Xxxxxxxx & Xxxxxxxx LLP and other outside legal counsel and advisors (collectively, the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has represented the Company in the preparation), negotiation and execution ofhave, and the consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and the Company agree that, after on or prior to the Closing, the Prior Company Counsel may represent the Securityholders’ Representativerepresented one or more of Seller, the Participating Securityholders and/or Company and their Affiliates respective Subsidiaries and Affiliates, and each of their respective directors, officers, managers and employees (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in one or more matters relating to this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement and such other related matters (including any matter that may be connected with an Action related to or arising out of any of the foregoing) (each, an “Existing Representation”), and that, in each case, with the consent event of any matters following the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related Closing (i) relating to this Agreement (including any matter that may be connected with an Action related to or arising out of this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement and the transactions contemplated hereby, including in respect of any claims, litigation or disputes arising under or related hereto or such other Transaction Documents related matters) and (ii) in which Buyer or any of its Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Counsel will represent them in connection with such matters. Accordingly, each Buyer on behalf of Parent itself and its Affiliates (including the Company and its Subsidiaries) hereby (iA) waives and shall not assert, and agrees after that following the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) Person or Persons may be directly adverse to Parent Buyer or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries). Upon , and after the Closing, even though Prior Counsel may (I) have represented the Company shall cease or its Subsidiaries in a matter substantially related to have such dispute or (II) be currently representing the Company or any of its Subsidiaries. Without limiting the foregoing, each of Buyer on behalf of itself and its Affiliates (including the Company and its Subsidiaries) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representation learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to attorney-client relationship with privilege, attorney work-product protection or other applicable privilege of the Company or any of its Subsidiaries or Prior Company Counsel, unless and ’s duty of confidentiality as to the extent Prior Company Counsel or any of its Subsidiaries and whether or not such disclosure is specifically engaged in writing by made before or following the Company to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagementClosing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge Buyer acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has has, on or prior to the Closing Date, represented one or more of the Company in Seller Parties, Holding Sub and the preparation, negotiation and execution ofCompany, and the consummation of the transactions contemplated bytheir respective officers, this Agreement. Nevertheless, Parent employees and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates directors (each such Person, other than Holding Sub and the Company and its SubsidiariesCompany, a “Designated Person”), ) in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent one or waiver by the Company or Parent in more matters related relating to this Agreement (each, an “Existing Representation”), and that, in the transactions contemplated hereby, including in respect event of any claimspost-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, litigation claim or disputes dispute arising under or related hereto to this Agreement) and (y) in which Buyer or such any of its Affiliates (including Holding Sub and the Company), on the one hand, and one or more Designated Persons, on the other Transaction Documents hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent Buyer and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Designated Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including Holding Sub and the Surviving Corporation Company), and even though Prior Company Counsel may (A) have represented Holding Sub or the Company in a matter substantially related to such dispute or (B) be currently representing Holding Sub or the Company. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its Subsidiaries). Upon and after Affiliates) consents to the Closing, the Company shall cease to have any attorney-client relationship with disclosure by Prior Company Counsel, unless and in connection with one or more Post-Closing Representations, to the extent Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is specifically engaged in writing by subject to the attorney-client privilege of Holding Sub or the Company or Prior Company Counsel’s duty of confidentiality as to represent Holding Sub or the Company and whether or not such disclosure is made before or after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagementClosing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Parent and the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“Prior Company Counsel”) has represented the Company in the preparation, negotiation and execution of, and the consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and the Company agree that, after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related to this Agreement and the transactions contemplated hereby, including in respect of any claims, litigation or disputes arising under or related hereto or such other Transaction Documents (each, a “Post-Closing Matter”). Accordingly, each of Parent and the Company hereby (i) Hightimes irrevocably waives and shall not assert, and agrees after the Closing to cause its Affiliates Company to irrevocably waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing (the “Post Closing Representation”) of any Shareholder or any of their respective affiliated trustees, managers, employees, or other agents or representatives (any such Person, a “Designated Person”) in any matter involving this Agreement or the Transaction Documents or the Contemplated Transactions by Prior Wolf, Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP (the “Current Representation”). Hightimes irrevocably waives and shall not assert, and agrees to cause Company Counsel of one or more to irrevocably waive and to not assert, any attorney client privilege with respect to any communication between Wolf, Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP and any Designated Persons Person occurring during the Current Representation and prior to the Closing in connection with one or more Post-any Post Closing Matters and (ii) agrees thatRepresentation, including in the event that connection with a Post-Closing Matter arisesdispute with Hightimes and, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries). Upon and after following the Closing, with Company, it being the Company shall cease intention of the Parties that all rights to have any attorney-such attorney client relationship with Prior Company Counsel, unless privilege and to the extent Prior Company Counsel is specifically engaged in writing control such attorney client privilege shall be retained by the Company Shareholders; provided, that the foregoing waiver and acknowledgment of retention shall not extend to represent the Company after the Closing and either such engagement involves no conflict of interest with respect to the Participating Securityholders any communication not involving this Agreement or any Transaction Documents or the Securityholders’ Representative consents Contemplated Transactions or to communications with any Person other than the Designated Persons, and provided, further, that following the Closing, no Shareholder may waive such attorney client privilege as to any information regarding Company obtained in writing at the time to such engagementcourse of the Current Representation without the prior written consent of Hightimes, except in connection with any dispute with Hightimes.