Common use of Acknowledgement and Waiver Clause in Contracts

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative and the Company have retained L&W to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the Holders, the Holder Representatives and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of the Monocle Parties and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties or the Company that either is existing on the date of this Agreement or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties or the Company, on the one hand, and any Holder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company). Each of the Monocle Parties and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative Company has retained Xxxxxx & Xxxxxxx LLP (“L&W”) and the Xxxx Plant Xxxxx (“Xxxx Plant” and together with L&W “Company have retained L&W Counsel”) to act as their its counsel in connection with the transactions contemplated hereby and that L&W has Company Counsel have not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree The Buyer agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WCompany Counsel’s representation of the Company and the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Company Counsel and the Company, the Holders, the Holder Representatives and/or Company and its Affiliates and their respective Affiliates, related to the Representatives in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, is the property of the Equityholder Representative (for the benefit of Sellers) and shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of the Monocle Parties and the Company agree The Buyer agrees that, notwithstanding any current or prior representation of the Company by L&WCompany Counsel, L&W Company Counsel shall be allowed to represent any HolderSellers, the Holder Representative Equityholder Representative, or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Buyer or the Company Surviving Corporation that either is existing on the date of this Agreement hereof or arises in the future and relates that relate to this Agreement Agreement; and the transactions contemplated hereby; and each Buyer (on behalf of itself and, following the Monocle Parties and Closing, the Company Surviving Corporation) hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each the Buyer (on behalf of itself and, following the Monocle Parties and Closing, the Company agree Surviving Corporation) agrees that, in the event that a dispute arises after Closing between the Buyer and any of the Monocle Parties Seller or the CompanyEquityholder Representative, on the one hand, and any Holder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W Company Counsel may represent such HolderSeller, the Holder Equityholder Representative or Affiliate in such dispute even though the interests of such HolderSeller, the Holder Equityholder Representative or Affiliate may be directly adverse to any Monocle Party or the Company Buyer and even though L&W Company Counsel may have represented the Company in a matter substantially related to such disputedispute prior to Closing. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company). Each of the Monocle Parties and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative and the Company Sellers have retained L&W Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as their its counsel in connection with the transactions contemplated hereby and that L&W Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree The Purchaser agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WSkadden’s representation of the Company and the Holder Representative Sellers related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreementhereby, including all communications among L&W Skadden and the CompanySellers and their respective Affiliates in preparation for, and negotiation and consummation of, the Holderstransactions contemplated, shall survive the Holder Representatives and/or their respective AffiliatesTier Two Closing and shall remain in effect. Furthermore, effective as of the Tier Two Closing, all communications (and materials relating thereto) between the Acquired Companies, on the one hand, and Skadden or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement hereby are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder RepresentativeSellers. (b) Each of the Monocle Parties and the Company agree The Purchaser agrees that, notwithstanding any current or prior representation of the Company Acquired Companies by L&WSkadden, L&W Skadden shall be allowed to represent any Holder, the Holder Representative Sellers or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties or Purchaser and/or the Company Acquired Companies that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties and the Company Purchaser hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree Purchaser agrees that, in the event that a dispute arises after the applicable Closing between any of the Monocle Parties Purchaser or the Company, on Acquired Companies and the one hand, and any Holder, the Holder Representative Sellers or any of their respective Affiliates, on the other hand, L&W Skadden may represent such Holder, the Holder Representative Sellers or their respective Affiliate in such dispute even though the interests of such Holder, the Holder Representative Sellers or their respective Affiliate may be directly adverse to any Monocle Party the Purchaser or the Company Acquired Companies and even though L&W Skadden may have represented the Company Purchaser or the Acquired Companies in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), The Purchaser acknowledges that any advice given to or communication with any Holder, the Holder Representative Sellers or any of their respective Affiliates (other than the CompanyAcquired Companies) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)Sellers or their respective Affiliates. Each of the Monocle Parties and the Company each The Purchaser hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectSkadden.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative and the Company have retained L&W to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Acquiror, Xxxxxx Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the Holders, the Holder Representatives and/or or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 12.17 (the “Privileged Deal Communications”) and acknowledge and agree that all such rights shall reside with the Holder Representative. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or the Company, on the one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of Privileged Deal Communications to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Holder Representative (not to be unreasonably withheld, conditioned or delayed). (b) Each of the Monocle Parties Acquiror, Merger Sub and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Acquiror, Merger Sub or the Company or any of its Subsidiaries that either is existing on the date of this Agreement or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Acquiror, Merger Sub and the Company (on behalf of itself and the other Acquiror Parties) hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Acquiror, Merger Sub and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Acquiror, Merger Sub or the Company, on the one hand, and any Holder, the Holder Representative or any of their respective Affiliates, on the other handother, L&W may represent such Holder, the Holder Representative or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Acquiror or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledgesAcquiror and Merger Sub acknowledge, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), acknowledges that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party Person (other than the CompanyCompany or any of its Subsidiaries). Each of the Monocle Parties Acquiror, Xxxxxx Sub and the Company each hereby acknowledge that each of them have has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative Sellers and the Company Acquired Companies have retained L&W White & Case LLP (“W&C”) to act as their counsel in connection with the transactions contemplated hereby and that L&W W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties The Purchaser and the Company Acquired Companies agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WW&C’s representation of the Company Sellers and the Holder Representative Acquired Companies related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W W&C and the CompanySellers, the Holders, the Holder Representatives Acquired Companies and/or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company Acquired Companies, on the one hand, and its Subsidiaries and L&W W&C or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSellers, (ii) the Company and its Subsidiaries Acquired Companies hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries Acquired Companies hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder Representative11.12. (b) Each of the Monocle Parties The Purchaser and the Company Acquired Companies agree that, notwithstanding any current or prior representation of the Company Acquired Companies by L&WW&C, L&W W&C shall be allowed to represent any Holder, the Holder Representative Sellers or any of their respective Affiliates in any matters matter and disputes dispute adverse to any of the Monocle Parties or Purchaser and/or the Company Acquired Companies that either is existing on the date of this Agreement hereof or arises in the future and which relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Purchaser and the Company Acquired Companies hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Purchaser and the Company Acquired Companies agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the Company, on Acquired Companies and the one hand, and any Holder, the Holder Representative Sellers or any of their respective Affiliates, on the other hand, L&W W&C may represent such Holder, the Holder Representative Sellers or Affiliate their Affiliates in such dispute even though the interests of such Holder, the Holder Representative Sellers or Affiliate their Affiliates may be directly adverse to any Monocle Party the Purchaser or the Company Acquired Companies and even though L&W W&C may have represented the Company Acquired Companies in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), The Purchaser acknowledges that any advice given to or communication with any Holder, the Holder Representative Sellers or any of their respective Affiliates (other than the CompanyAcquired Companies) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)Sellers or their Affiliates. Each of the Monocle Parties The Purchaser and the Company Acquired Companies each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.W&C.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative and the Company have retained L&W to act as their counsel in connection with the transactions contemplated hereby and that L&W Milbank, Tweed, Xxxxxx & XxXxxx LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative related to the preparation forSeller, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the Holders, the Holder Representatives and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside connection with the Holder Representative. (b) Each of the Monocle Parties and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties or the Company that either is existing on the date of this Agreement or arises in the future and relates to this Agreement and the transactions contemplated hereby; hereby (collectively, the “Engagements”), and each of in that connection not as counsel for any other Person, including Buyer or its Affiliates. If Seller so desires, and without the Monocle Parties and need for any consent or waiver by Buyer, the Company hereby waive or any conflicts or claim of privilege that may arise its Subsidiaries, Milbank, Tweed, Xxxxxx & XxXxxx LLP shall be permitted to represent Seller after the Closing in connection with such representationany matter, including anything related to this Agreement or the transactions contemplated hereby or any disagreement or dispute in connection therewith or any other matter relating to the Engagements. Further, each Without limiting the generality of the Monocle Parties and foregoing, after the Closing, Milbank, Tweed, Xxxxxx & XxXxxx LLP shall be permitted to represent Seller, any of its Affiliates (other than the Company agree thator its Subsidiaries) or Representatives, or any one or more of them, in connection with any negotiation, transaction or dispute (where “dispute” includes litigation, arbitration or other adversarial proceedings) with Buyer, the event that a dispute arises after Closing between Company or any of the Monocle Parties or the Company, on the one hand, and any Holder, the Holder Representative its Subsidiaries or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative Affiliates or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse Representatives relating to any Monocle Party Engagements, including indemnification claims or any other matter related to this Agreement or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledgestransactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (includingAffiliates, from including the Company and its Subsidiaries, hereby consents to the disclosure to Seller by Milbank, Tweed, Xxxxxx & XxXxxx LLP of any information about the Company and its Subsidiaries learned by Milbank, Tweed, Xxxxxx & XxXxxx LLP in the course of the Engagements, whether or not such information is subject to the attorney client privilege or Milbank, Tweed, Xxxxxx & XxXxxx LLP’s duty of confidentiality and whether such disclosure is made before or after the Closing, and irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller by Milbank, Tweed, Xxxxxx & XxXxxx LLP relating to the Engagements. Seller (on behalf of itself, the Company and its Subsidiaries), ) and Buyer consent to the foregoing arrangements and waive any actual or potential conflict of interest that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not may be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company). Each of the Monocle Parties and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel involved in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation forby Milbank, and negotiation and consummation ofTweed, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectXxxxxx & XxXxxx LLP permitted hereunder.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that each of the Holder Representative Company, the Holders and the Company have Seller has retained L&W Xxxxxx & Flowers LLC (“M&F”) and Xxxxxxxx & Xxxxx LLP (“K&E”) to act as their counsel in connection with the transactions contemplated hereby and that L&W neither M&F nor K&E has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Acquiror and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&Weither of M&F’s or K&E’s representation of the Company Company, any of the Holders and the Holder Representative Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and M&F, K&E, the Company, the Holders, the Holder Representatives Seller and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries the Company Subsidiaries, on the one hand, and L&W M&F or K&E related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company and its the Company Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its the Company Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 12.16 and acknowledge and agree that all such rights shall reside with the Holder RepresentativeSeller. (b) Each of Acquiror and its Affiliates (including, from and after the Monocle Parties Closing, the Company and the Company agree Subsidiaries), agrees that, notwithstanding any current current, prior or prior future representation of the Company by L&WM&F or K&E, L&W each of M&F and K&E shall be allowed to represent any Holderof the Holders, the Holder Representative Seller or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Acquiror or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties or the Company, on the one hand, and any Holder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledgesAcquiror, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its the Company Subsidiaries), hereby waives any conflicts or claim of privilege that may arise in connection with such representation. Further, Acquiror, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and the Company Subsidiaries), agrees that, in the event that a dispute arises after Closing between Acquiror or the Company, on the one hand, and any of the Holders, the Seller or any of their respective Affiliates, on the other, each of M&F or K&E may represent such Holder, the Seller or any of their respective Affiliates in such dispute even though the interests of such Holder, the Seller or any of their respective Affiliate may be directly adverse to Acquiror or the Company and even though M&F or K&E may have represented the Company in a matter substantially related to such dispute. (c) Acquiror, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and the Company Subsidiaries), acknowledges that any advice given to or communication with any HolderHolders, the Holder Representative Seller or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative Seller and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Acquiror and the Company each hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby M&F and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.K&E.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative Sellers and the Company have retained L&W Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company Sellers and the Holder Representative Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the CompanySellers, the Holders, the Holder Representatives Company and/or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries Acquired Companies and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSellers, (ii) the Company and its Subsidiaries Acquired Companies hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries Acquired Companies hereby release any right to assert or waive any privilege related to such communications, and (iv) the communications referenced in this Section 13.17 and Acquired Companies acknowledge and agree that all such rights shall reside with the Holder RepresentativeSellers. (b) Each of the Monocle Parties Purchaser and the Company agree that, notwithstanding any current or prior representation of the Company Acquired Companies by L&W, L&W shall be allowed to represent any Holderthe Sellers, the Holder Representative Optionholders or any of their respective Affiliates in any matters and disputes adverse to any of Purchaser and/or the Monocle Parties or the Company Acquired Companies that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Purchaser and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Purchaser and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the Company, on the one hand, Company and any HolderSeller, the Holder Representative any Optionholder or any of their respective Affiliates, on the other hand, L&W may represent such HolderSeller, the Holder Representative Optionholder or Affiliate in such dispute even though the interests of such HolderSeller, the Holder Representative Optionholder or Affiliate may be directly adverse to any Monocle Party Purchaser or the Company and even though L&W may have represented the an Acquired Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Purchaser acknowledges that any advice given to or communication with any HolderSeller, the Holder Representative any Optionholder or any of their respective Affiliates (other than the CompanyAcquired Companies) shall not be subject to any joint privilege and shall be owned solely by such HolderSeller, the Holder Representative and any Affiliate of each such party (other than the Company)Optionholder or Affiliate. Each of the Monocle Parties Purchaser and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative Seller and the Company have retained L&W Xxxxxxxx & Xxxxxxxx LLP (“S&C”) to act as their counsel in connection with the transactions contemplated hereby and that L&W S&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Buyer and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WS&C’s representation of the Company and the Holder Representative Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all privileged communications among L&W S&C and the Company, the Holders, the Holder Representatives Seller and/or their respective Affiliates, related to the Affiliates preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all privileged communications (and privileged materials relating thereto) between the Company and its Subsidiaries and L&W S&C related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 11.17 the Company and its Subsidiaries acknowledge and agree that all such rights shall reside with Seller. The Parties agree that the Holder Representativeforegoing assignment, release and waiver shall not extend to any communications or related materials not related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement. (b) Each of the Monocle Parties Buyer and the Company agree that, notwithstanding any current or prior representation of the Company by L&WS&C, L&W after Closing, S&C shall be allowed to represent any Holder, the Holder Representative Seller or any of their its respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Buyer or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Buyer and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Buyer and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Buyer or the Company, on the one hand, Company and any Holder, the Holder Representative Seller or any of their its respective Affiliates, on the other hand, L&W S&C may represent Seller or such Holder, the Holder Representative or Affiliate in such dispute even though the interests of Seller or such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Buyer or the Company and even though L&W S&C may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Buyer acknowledges that any advice given to or communication with any Holder, the Holder Representative Seller or any of their its respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative Seller and any Affiliate of each such party (other than the Company)its Affiliates. Each of the Monocle Parties Buyer and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W.S&C. (d) It is acknowledged by each Notwithstanding the foregoing, none of Buyer, the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest Company or any other purposes. Each of the Monocle Parties and the Company agree that their Subsidiaries is waiving any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties (including related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement) in connection with any Action, including all communications among CW&T and the Monocle Parties and/or their respective foregoing shall not limit or otherwise affect Buyer’s the Company’s or any of its Subsidiaries’ rights to assert any privilege with respect to any communications or related materials referred to in this Section 11.17, against any Person other than Seller and its Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative Seller and the Company have retained L&W O’Melveny & Xxxxx LLP (“OMM”) to act as their counsel in connection with the transactions contemplated hereby and that L&W OMM has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WOMM’s representation of the Company and the Holder Representative Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W OMM and the Company, the HoldersSeller, the Holder Representatives Lakestar and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W OMM related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 12.16 and the Company and its Subsidiaries acknowledge and agree that all such rights shall reside with the Holder RepresentativeSeller. (b) Each of the Monocle Parties Purchaser and the Company agree that, notwithstanding any current current, prior or prior future representation of the Company by L&WOMM, L&W OMM shall be allowed to represent any HolderSeller, the Holder Representative Lakestar or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Purchaser or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Purchaser and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Purchaser and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the CompanyCompany and Seller, on the one hand, and any Holder, the Holder Representative Lakestar or any of their respective Affiliates, on the other hand, L&W OMM may represent Seller, Lakestar or such Holder, the Holder Representative or Affiliate in such dispute even though the interests of Seller, Lakestar or such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Purchaser or the Company and even though L&W OMM may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Purchaser acknowledges that any advice given to or communication with any HolderSeller, the Holder Representative Lakestar or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such HolderSeller, the Holder Representative Lakestar and any such Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Purchaser and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectOMM.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative Seller and the Company Acquired Companies have retained L&W Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree The Purchaser agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WSkadden’s representation of the Company Seller and the Holder Representative Acquired Companies related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Skadden and the CompanySeller, the Holders, the Holder Representatives and/or Acquired Companies or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company Acquired Companies, on the one hand, and its Subsidiaries and L&W Skadden or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company Purchaser, on behalf of itself and its Subsidiaries the Acquired Companies, hereby release releases all of their respective rights and interests to and in such communications and related materials and (iii) the Company Purchaser, on behalf of itself and its Subsidiaries the Acquired Companies, hereby release releases any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder Representative11.11. (b) Each of the Monocle Parties and the Company agree The Purchaser agrees that, notwithstanding any current or prior representation of the Company Acquired Companies by L&WSkadden, L&W Skadden shall be allowed to represent any Holder, the Holder Representative Seller or any of their respective its Affiliates in any matters and disputes adverse to any of the Monocle Parties Purchaser or the Company Acquired Companies that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties , and the Company Purchaser, on behalf of itself and the Acquired Companies, hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree Purchaser agrees that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the Company, on Acquired Companies and the one hand, and any Holder, the Holder Representative Seller or any of their respective its Affiliates, on the other hand, L&W Skadden may represent such Holder, the Holder Representative Seller or its Affiliate in such dispute even though the interests of such Holder, the Holder Representative Seller or its Affiliate may be directly adverse to any Monocle Party the Purchaser or the Company Adverse Companies and even though L&W Skadden may have represented the Company Acquired Companies in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), The Purchaser acknowledges that any advice given to or communication with any Holder, the Holder Representative Seller or any of their respective its Affiliates (other than the CompanyAcquired Companies) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)Seller or its Affiliate. Each of the Monocle Parties and the Company each The Purchaser hereby acknowledge acknowledges that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectSkadden.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that each of the Company and the Holder Representative and the Company have has retained L&W Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Acquiror, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and L&W, the Company, Company the Holders, the Holder Representatives Representative and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its the Company Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its the Company Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its the Company Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 13.16 and acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of Acquiror, Merger Sub, on behalf of itself and its Affiliates (including, from and after the Monocle Parties Closing, the Company and the Company agree Subsidiaries), agrees that, notwithstanding any current current, prior or prior future representation of the Company by L&W, L&W shall be allowed to represent any Holderof the Holders, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Acquiror, Merger Sub or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of Acquiror and Merger Sub, on behalf of itself and its Affiliates (including, from and after the Monocle Parties Closing, the Company and the Company Subsidiaries), hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of Acquiror and Merger Sub, on behalf of itself and its Affiliates (including, from and after the Monocle Parties Closing, the Company and the Company agree Subsidiaries), agrees that, in the event that a dispute arises after Closing between any of the Monocle Parties Acquiror, Merger Sub or the Company, on the one hand, and any Holderof the Holders (or the Holder Representative on behalf of the Holders) or any of their respective Affiliates, on the other, L&W may represent such Holders or the Holder Representative or any of their respective Affiliates in such dispute even though the interests of such Holders, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Acquiror, Merger Sub or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledgesAcquiror and Merger Sub, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its the Company Subsidiaries), acknowledges that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Acquiror, Merger Sub and the Company each hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that the Holder Representative and the Company have retained L&W Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Acquiror and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the Holders, the Holder Representatives and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 13.16 the Company and its Subsidiaries acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of the Monocle Parties Acquiror and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Acquiror or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Acquiror and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Acquiror and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Acquiror or the Company, on the one hand, Company and any Holder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative or Affiliate in such dispute even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Acquiror or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Acquiror acknowledges that any advice given to or communication with any Holder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Acquiror and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative and the Company ECP Entities have retained L&W Xxxxxx & Xxxxxxx LLP (“L&W”) to act as their counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree The Acquiror agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and the Holder Representative ECP Entities related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the Holders, the Holder Representatives and/or ECP Entities or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all pre-Closing communications (and materials relating thereto) between the Company and its Subsidiaries Summit Investments and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeECP Entities, (ii) the Company and its Subsidiaries Summit Investments hereby release releases all of their respective rights and interests of Summit Investments to and in such communications and related materials and materials, (iii) the Company and its Subsidiaries Summit Investments hereby release releases any right of Summit Investments to assert or waive any privilege related to the communications referenced in this Section 13.17 10.12, and acknowledge (iv) Summit Investments acknowledges and agree agrees that all such rights shall reside with the Holder RepresentativeECP Entities. (b) Each of the Monocle Parties The Acquiror and the Company Summit Investments agree that, notwithstanding any current or prior representation of the Company Acquiror or Summit Investments by L&W, L&W shall be allowed to represent any Holder, the Holder Representative ECP Entities or any of their respective Affiliates in any matters and disputes matter or dispute adverse to any of the Monocle Parties Acquiror or the Company Summit Investments that either is existing on the date of this Agreement hereof or arises in the future and relates future, in each case to the extent relating to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties , and the Company Acquiror or Summit Investments hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Acquiror and the Company Summit Investments agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Acquiror or the Company, on the one hand, Summit Investments and any Holder, the Holder Representative ECP Entity or any of their respective Affiliates, on the other hand, L&W may represent such Holder, the Holder Representative ECP Entity or Affiliate in such dispute even though the interests of such Holder, the Holder Representative ECP Entity or Affiliate may be directly adverse to any Monocle Party the Acquiror or the Company and even though L&W may have represented the Company in a matter substantially related to such disputeSummit Investments. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), The Acquiror acknowledges that any advice given to or communication with any Holder, the Holder Representative ECP Entity or any of their respective Affiliates (other than the CompanySummit Investments) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative ECP Entities or Affiliate. The Acquiror and any Affiliate of each such party (other than the Company). Each of the Monocle Parties and the Company Summit Investments each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative and the Company Sellers have retained L&W Xxxxxx & Xxxxxxx LLP (“Xxxxxx & Xxxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Xxxxxx & Xxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree Buyer agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s Xxxxxx & Xxxxxxx’ representation of the Company and the Holder Representative Sellers related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Xxxxxx & Xxxxxxx and the Company, the Holders, the Holder Representatives Sellers and/or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company Acquired Entities and its Subsidiaries and L&W Xxxxxx & Xxxxxxx related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSellers, (ii) each Buyer, on behalf of itself and on behalf of the Company and its Subsidiaries Acquired Entities, hereby release all of their respective rights and interests to and in such communications and related materials and (iii) each Buyer, on behalf of itself and on behalf of the Company and its Subsidiaries Acquired Entities hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 8.11, and acknowledge (iv) each Buyer, on behalf of itself and agree on behalf of the Acquired Entities, acknowledges and agrees that all such rights shall reside with the Holder RepresentativeSellers. (b) Each of the Monocle Parties and the Company agree Buyer agrees that, notwithstanding any current or prior representation of the Company Acquired Entities by L&WXxxxxx & Xxxxxxx, L&W Xxxxxx & Xxxxxxx shall be allowed to represent any Holder, the Holder Representative Sellers or any of their respective Affiliates in any matters and disputes adverse to any of Buyers and/or the Monocle Parties or the Company Acquired Entities that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each Buyers, on behalf of the Monocle Parties itself and the Company Acquired Entities, hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree Buyer agrees that, in the event that a dispute arises after Closing between Buyer or any of the Monocle Parties or the CompanyAcquired Entity, on the one hand, and any Holder, the Holder Representative Seller or any of their respective Affiliates, its Affiliates on the other hand, L&W Xxxxxx & Xxxxxxx may represent such Holder, the Holder Representative Seller or Affiliate in such dispute even though the interests of such Holder, the Holder Representative Seller or Affiliate may be directly adverse to any Monocle Party Buyers or the Company an Acquired Entity and even though L&W Xxxxxx & Xxxxxxx may have represented the Company an Acquired Entity in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Buyer acknowledges that any advice given to or communication with any Holder, the Holder Representative Seller or any of their respective its Affiliates (other than the CompanyAcquired Entities) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)Seller or Affiliate. Each of the Monocle Parties and the Company each Buyer hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectXxxxxx & Xxxxxxx.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative Seller and the Acquired Company have retained L&W Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as their counsel in connection with the transactions contemplated hereby and that L&W Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree The Purchaser agrees that any attorney-—client privilege and the expectation of client confidence attaching as a result of L&WSkadden’s representation of the Company Seller and the Holder Representative Acquired Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Skadden and the CompanySeller, the Holders, the Holder Representatives and/or Acquired Company or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company Acquired Company, on the one hand, and its Subsidiaries and L&W Skadden or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company Purchaser, on behalf of itself and its Subsidiaries the Acquired Company, hereby release releases all of their respective rights and interests to and in such communications and related materials and (iii) the Company Purchaser, on behalf of itself and its Subsidiaries the Acquired Company, hereby release releases any right to assert or waive any privilege related to the communications referenced in this Section 13.17 and acknowledge and agree that all such rights shall reside with the Holder Representative11.11. (b) Each of the Monocle Parties and the Company agree The Purchaser agrees that, notwithstanding any current or prior representation of the Acquired Company by L&WSkadden, L&W Skadden shall be allowed to represent any Holder, the Holder Representative Seller or any of their respective its Affiliates in any matters and disputes adverse to any of the Monocle Parties Purchaser or the Acquired Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties , and the Company Purchaser, on behalf of itself and the Acquired Company, hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties and the Company agree Purchaser agrees that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the Company, on Acquired Company and the one hand, and any Holder, the Holder Representative Seller or any of their respective its Affiliates, on the other hand, L&W Skadden may represent such Holder, the Holder Representative Seller or its Affiliate in such dispute even though the interests of such Holder, the Holder Representative Seller or its Affiliate may be directly adverse to any Monocle Party the Purchaser or the Acquired Company and even though L&W Skadden may have represented the Acquired Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), The Purchaser acknowledges that any advice given to or communication with any Holder, the Holder Representative Seller or any of their respective its Affiliates (other than the Acquired Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative and any Affiliate of each such party (other than the Company)Seller or its Affiliate. Each of the Monocle Parties and the Company each The Purchaser hereby acknowledge acknowledges that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, of and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectSkadden.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative and the Company Sellers have retained L&W Xxxxxx & Xxxxxxx LLP (“Sellers’ Counsel”) to act as their its counsel in connection with the transactions contemplated hereby and that L&W Sellers’ Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree Purchaser agrees that any attorney-client privilege and the expectation of client confidence attaching as a result of L&WSellers’ Counsel’s representation of the Company and the Holder Representative Sellers related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W Sellers’ Counsel and the Company, the Holders, the Holder Representatives Sellers and/or their respective Affiliates, related to the Affiliates in preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company Acquired Companies and its Subsidiaries and L&W Sellers’ Counsel related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSellers, (ii) the Company Purchaser, on behalf of itself and its Subsidiaries Affiliates, hereby release releases all of their respective rights and interests to and in such communications and related materials and materials, (iii) the Company Purchaser, on behalf of itself and its Subsidiaries Affiliates, hereby release releases any right to assert or waive any privilege related to the communications and related materials referenced in this Section 13.17 11.12, and acknowledge (iv) Purchaser, on behalf of itself and agree its Affiliates, acknowledges and agrees that all such rights described in clause (iii) shall reside with the Holder RepresentativeSellers. (b) Each of the Monocle Parties and the Company agree Purchaser agrees that, notwithstanding any current or prior representation of the Company Acquired Companies or the JV Entities by L&WSellers’ Counsel, L&W Sellers’ Counsel shall be allowed to represent any Holder, the Holder Representative Sellers or any of their respective Affiliates (including the Acquired Companies and the JV Entities) in any matters and disputes adverse to any of the Monocle Parties Purchaser or the Company its Affiliates that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; , and each Purchaser, on behalf of the Monocle Parties itself and the Company its Affiliates, hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Purchaser agrees that Sellers’ Counsel and In-House Counsel (together, “Counsel”) have acted as counsel for Sellers and the Company agree Acquired Companies and that, in the event that a dispute arises after Closing between any of the Monocle Parties or the Company, on the one hand, Purchaser and any Holder, the Holder Representative Sellers or any of their respective Affiliates, on the other hand, L&W Sellers’ Counsel and any Sellers’ in-house counsel may represent Sellers or such Holder, Affiliate (including the Holder Representative or Affiliate Acquired Companies) in such dispute even though the interests of Sellers or such Holder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Purchaser or the Company its Affiliates and even though L&W Sellers’ Counsel and Sellers’ in-house lawyer may have represented the any Acquired Company or JV Entity in a matter substantially related to such disputedispute prior to Closing. (c) Each of the Monocle Parties acknowledges, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Purchaser acknowledges that any advice given to by Sellers’ Counsel to, or communication with any Holderby Sellers’ Counsel with, the Holder Representative Sellers or any of their respective Affiliates (other than including the CompanyAcquired Companies prior to the Closing Date) or any JV Entity shall not be subject to any joint privilege and shall be owned solely by Sellers or such HolderAffiliate (including the Acquired Companies) or by such JV Entity, the Holder Representative and any Affiliate of each such party (other than the Company)as applicable. Each of the Monocle Parties and the Company each Purchaser hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectSellers’ Counsel.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto that each of the Holder Representative Company, the Holders and the Company have Seller has retained L&W Trenam Law (“Trenam”) and Xxxxxxxxx, P.C. (“Xxxxxxxxx”) to act as their counsel in connection with the transactions contemplated hereby and that L&W neither Trenam nor Xxxxxxxxx has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Purchaser and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&Weither of Trenam’s or Xxxxxxxxx’x representation of the Company Company, any of the Holders and the Holder Representative Seller related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and Trenam, Branscomb, the Company, the Holders, the Holder Representatives Seller and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries the Company Subsidiary, on the one hand, and L&W Trenam or Xxxxxxxxx related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder RepresentativeSeller, (ii) the Company and its Subsidiaries hereby release releases all of their respective its rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release releases any right to assert or waive any privilege related to the communications referenced in this Section 13.17 12.16 and acknowledge and agree that all such rights shall reside with the Holder RepresentativeSeller. (b) Each of Purchaser and its Affiliates (including, from and after the Monocle Parties and Closing, the Company agree Company), agrees that, notwithstanding any current current, prior or prior future representation of the Company by L&WTrenam or Xxxxxxxxx, L&W each of Trenam and Xxxxxxxxx shall be allowed to represent any Holderof the Holders, the Holder Representative Seller or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Purchaser or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each Purchaser, on behalf of itself and its Affiliates (including, from and after the Monocle Parties and Closing, the Company Company), hereby waive waives any conflicts or claim of privilege that may arise in connection with such representation. Further, each Purchaser, on behalf of itself and its Affiliates (including, from and after the Monocle Parties and Closing, the Company agree Company), agrees that, in the event that a dispute arises after Closing between any of the Monocle Parties Purchaser or the Company, on the one hand, and any Holderof the Holders, the Holder Representative Seller or any of their respective Affiliates, on the other handother, L&W each of Trenam or Xxxxxxxxx may represent such Holder, the Holder Representative Seller or Affiliate any of their respective Affiliates in such dispute even though the interests of such Holder, the Holder Representative Seller or any of their respective Affiliate may be directly adverse to any Monocle Party Purchaser or the Company and even though L&W Trenam or Xxxxxxxxx may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledgesPurchaser, on behalf of itself and its Affiliates (including, from and after the Closing, the Company and its SubsidiariesCompany), acknowledges that any advice given to or communication with any HolderHolders, the Holder Representative Seller or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such Holder, the Holder Representative Seller and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Purchaser and the Company each hereby acknowledge acknowledges that each of them have it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby Trenam and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effectXxxxxxxxx.

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative has retained Lxxxxx & Wxxxxxx, LLP (“L&W”) and the Company have has retained L&W to act as their respective counsel in connection with the transactions contemplated hereby and that L&W has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Parent, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and or the Holder Representative related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the HoldersCompany Equityholders, the Holder Representatives and/or their respective Affiliates, Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 13.16, the Company and its Subsidiaries acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of the Monocle Parties Parent, Merger Sub and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Parent, Merger Sub or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Parent, Merger Sub and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Parent, Merger Sub and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Parent, Merger Sub or the Company, on the one hand, Company and any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such HolderCompany Equityholder, the Holder Representative or Affiliate in such dispute even though the interests of such HolderCompany Equityholder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Parent or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself Parent and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Merger Sub acknowledge that any advice given to or communication with any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such HolderCompany Equityholder, the Holder Representative and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Parent, Merger Sub and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.L&W. [Signature Page Follows]

Acknowledgement and Waiver. (a) It is acknowledged by each of the parties hereto Parties that the Holder Representative has retained Xxxxxx & Xxxxxxx, LLP (“L&W”) and the Company have has retained L&W and Xxxxxxx & Xxxxxx L.L.C. (“S&H”) to act as their respective counsel in connection with the transactions contemplated hereby and that neither L&W nor S&H has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties Parent, Merger Sub and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of L&W’s representation of the Company and or the Holder Representative or S&H’s representation of the Company related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among L&W and the Company, the HoldersCompany Equityholders, the Holder Representatives and/or their respective Affiliates, Affiliates or S&H and the Company and its Affiliates related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Company and its Subsidiaries and L&W or S&H related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement are hereby assigned and transferred to the Holder Representative, (ii) the Company and its Subsidiaries hereby release all of their respective rights and interests to and in such communications and related materials and (iii) the Company and its Subsidiaries hereby release any right to assert or waive any privilege related to the communications referenced in this Section 13.17 13.16, the Company and its Subsidiaries acknowledge and agree that all such rights shall reside with the Holder Representative. (b) Each of the Monocle Parties Parent, Merger Sub and the Company agree that, notwithstanding any current or prior representation of the Company by L&W, L&W shall be allowed to represent any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates in any matters and disputes adverse to any of the Monocle Parties Parent, Merger Sub or the Company that either is existing on the date of this Agreement hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and each of the Monocle Parties Parent, Merger Sub and the Company hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, each of the Monocle Parties Parent, Merger Sub and the Company agree that, in the event that a dispute arises after Closing between any of the Monocle Parties Parent, Merger Sub or the Company, on the one hand, Company and any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates, on the other hand, L&W may represent such HolderCompany Equityholder, the Holder Representative or Affiliate in such dispute even though the interests of such HolderCompany Equityholder, the Holder Representative or Affiliate may be directly adverse to any Monocle Party Parent or the Company and even though L&W may have represented the Company in a matter substantially related to such dispute. (c) Each of the Monocle Parties acknowledges, on behalf of itself Parent and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), Merger Sub acknowledge that any advice given to or communication with any HolderCompany Equityholder, the Holder Representative or any of their respective Affiliates (other than the Company) shall not be subject to any joint privilege and shall be owned solely by such HolderCompany Equityholder, the Holder Representative and any Affiliate of each such party (other than the Company)party. Each of the Monocle Parties Parent, Merger Sub and the Company each hereby acknowledge that each of them have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. (d) It is acknowledged by each of the parties hereto that the Monocle Parties have retained CW&T to act as their counsel in connection with the transactions contemplated hereby and that CW&T has not acted as counsel for any other Person in connection with the transactions contemplated hereby for conflict of interest or any other purposes. Each of the Monocle Parties and the Company agree that any attorney-client privilege and the expectation of client confidence attaching as a result of CW&T’s representation of the Monocle Parties related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, including all communications among CW&T and the Monocle Parties and/or their respective Affiliates, related to the preparation for, and negotiation and consummation of, the transactions contemplated by this Agreement, shall survive the Closing and shall remain in effect.