Common use of Attorney-Client Privilege and Conflict Waiver Clause in Contracts

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC has represented the Company, CRD, the Seller and the Lender in the Contemplated Transactions. Both of the Parties recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties agree that such commonality of interest shall continue to be recognized after the Closing. Specifically, the Parties agree that (a) Purchaser shall not, and shall not cause, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, the Company or CRD in connection with this Agreement, the Loan Agreement, or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRD, the Seller Parties involved in such dispute (and not Purchaser or the Company or CRD) shall have the sole, absolute discretion to decide whether or not to waive, in whole or in part, the attorney-client privilege that may apply to any communications between the Company, CRD and Xxxxxxx Xxxxx PLLC that occurred before the Closing. The Company and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreement.

Attorney-Client Privilege and Conflict Waiver. Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP (“Seller’s Counsel”) has represented the Company, CRD, members of the Seller Group and the Lender Acquired Companies in connection with the Contemplated TransactionsStock Purchase and the transactions contemplated by the Ancillary Agreements and the Seller Debt Financing. Both of the The Parties recognize and acknowledge the commonality community of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until the Closing, and the Parties agree and acknowledge that such commonality community of interest shall should continue to be recognized after the Closing. Specifically, the Parties agree that (a) Purchaser following the Closing the Buyer shall not, and shall cause each Acquired Company not causeto, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC Seller’s Counsel disqualified from representing the Seller or its Subsidiaries in any dispute (whether in contract or tort) that may arise between an Acquired Company formerly represented by Seller’s Counsel, on the Lender one hand, and the Seller or their respective Affiliatesany of its Subsidiaries, on the other hand, based upon, arising out of or related to this Agreement or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, Stock Purchase or the “Seller Parties”), in connection with any dispute of any kind transactions contemplated by the Ancillary Agreements or nature that may arise between the Seller Parties and Purchaser, the Company or CRD in connection with this Agreement, the Loan Agreement, or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRD, the Seller Parties involved in such dispute (and not Purchaser or the Company or CRD) shall have the sole, absolute discretion to decide whether or not to waive, Debt Financing in whole or in part, the attorney-client privilege that may apply to any communications between the Company, CRD and Xxxxxxx Xxxxx PLLC that occurred before the Closing. The Company and CRD shall covenants contained in this Section 7.10 are intended to be entitled to for the benefits benefit of, and may enforceshall be enforceable by, the provisions Seller and Seller’s Counsel and shall not be deemed exclusive of this Section 11.13 as if they were parties any other rights to this Agreementwhich Seller or Seller’s Counsel is entitled, whether pursuant to Law, Contract or otherwise.

Attorney-Client Privilege and Conflict Waiver. (a) Xxxxxxx Xxxxx PLLC Xxxx & Xxxxxxxxx XXX has represented the Company, CRDits Subsidiaries, certain of the Seller Sellers and the Lender in the Contemplated TransactionsSellers’ Representative. Both All of the Parties recognize and acknowledge agree the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties agree that such commonality of interest shall should continue to be recognized after the ClosingClosing and such Parties recognize and agree that the certain communications between or among Xxxxxxx Xxxx & Xxxxxxxxx XXX, the Company, its Subsidiaries, certain of the Sellers and the Sellers’ Representative are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the Parties parties agree that (a) Purchaser shall not, and and, after the Closing, shall not cause, directly or indirectly, any member of cause the Company Group to not to, seek to have Xxxxxxx Xxxxx PLLC Xxxx & Xxxxxxxxx LLP disqualified from representing the SellerSellers’ Representative, the Lender Sellers or their respective Affiliates, or any and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives representatives (collectively, the “Seller Parties”), ) in connection with any dispute of any kind or nature that may arise between the Sellers’ 76 Representative, the Seller Parties or their respective Affiliates and Purchaser, Purchaser or the Company or CRD in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions transactions contemplated hereby due to Xxxxxxx Xxxx & Xxxxxxxxx XXX having represented the such the Sellers and shall waive the Sellers’ Representative in connection with the transactions contemplated hereby, and the Company expressly waives any claim of that Xxxxxxx Xxxx & Xxxxxxxxx XXX has a conflict of interest or breach of duty with respect to any that would preclude it from engaging in such a representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and Purchaser or the Company or CRDCompany, the Sellers’ Representative, the Seller Parties or their respective Affiliates involved in such dispute (and not Purchaser or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the Company, CRD any of its Subsidiaries and Xxxxxxx Xxxxx PLLC Xxxx & Friedrich LLP that occurred before the Closing. The Company Closing in connection with this Agreement and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreementtransactions contemplated hereby.

Attorney-Client Privilege and Conflict Waiver. Each of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP; Xxxxx PLLC & XxXxxxxx Amsterdam N.V. and Stikeman Elliott LLP (“Sellers Counsel”) has represented the Company, CRD, members of the Seller Group and the Lender Acquired Companies in connection with the Contemplated TransactionsTransactions and the transactions contemplated by the Ancillary Agreements. Both of the The Parties recognize and acknowledge the commonality community of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until the Closing, and the Parties agree and acknowledge that such commonality community of interest shall should continue to be recognized after the Closing. Specifically, the Parties agree that following the Closing (a) Purchaser Parent shall not, and shall cause each Acquired Company not causeto, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC Sellers Counsel disqualified from representing any Seller or its Subsidiaries in any dispute (whether in contract or tort) that may arise between an Acquired Company formerly represented by Sellers Counsel, on the Sellerone hand, and the Lender Sellers or any of their respective AffiliatesSubsidiaries, on the other hand, based upon, arising out of or related to this Agreement or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, the Company or CRD in connection with this Agreement, the Loan Agreement, Transactions or the Contemplated Transactions and shall waive any claim of conflict of interest transactions contemplated by the Ancillary Agreements in whole or breach of duty with respect to any such representation to the fullest extent of the law, in part and (b) in connection with any such dispute that may arise between an Acquired Company formerly represented by Sellers Counsel, on the Seller Parties one hand, and Purchaser the Sellers or any of their respective Subsidiaries, on the Company or CRDother hand, subject to Section 7.12(d), Parent and its Subsidiaries (including for the avoidance of doubt, after the Closing, the Seller Parties involved in such dispute (and not Purchaser or the Company or CRDAcquired Companies) shall have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, the waive any attorney-client privilege that may apply to any communications between an Acquired Company formerly represented by Sellers Counsel or the CompanySellers and their respective Subsidiaries, CRD on the one hand, and Xxxxxxx Xxxxx PLLC any Sellers Counsel, on the other hand, that occurred before on or prior to the Closing. The Company and CRD shall covenants contained in this Section 7.14 are intended to be entitled to for the benefits benefit of, and may enforceshall be enforceable by, the provisions any Sellers Counsel and its legal representatives and shall not be deemed exclusive of this Section 11.13 as if they were parties any other rights to this Agreementwhich Sellers Counsel is entitled, whether pursuant to Law, Contract or otherwise.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC (a) Kirkxxxx & Xllix XXX has represented the Company, CRDits Subsidiaries, certain of the Seller Sellers and the Lender in the Contemplated TransactionsSellers’ Representative. Both All of the Parties parties recognize and acknowledge agree the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties parties agree that such commonality of interest shall should continue to be recognized after the ClosingClosing and such parties recognize and agree that the certain communications between or among Kirkxxxx & Xllix XXX, the Company, its Subsidiaries, certain of the Sellers and the Sellers’ Representative are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the Parties parties agree that (a) neither Purchaser nor Merger Sub shall, or shall not, and shall not cause, directly or indirectly, any member of cause the Company Group to to, seek to have Xxxxxxx Xxxxx PLLC Kirkxxxx & Xllix XXX disqualified from representing the SellerSellers’ Representative, the Lender or Sellers and their respective Affiliates, or any and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives representatives (collectively, the “Seller Parties”), ) in connection with any dispute of any kind or nature that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and Purchaser, Merger Sub or the Company or CRD in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions transactions contemplated hereby, and shall waive the Company expressly waives any claim of that Kirkxxxx & Xllix XXX has a conflict of interest or breach of duty with respect to any that would preclude it from engaging in such a representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRDSellers’ Representative, the Seller Parties or their respective Affiliates and Purchaser, Merger Sub or the Company, the Sellers’ Representative, the Seller Parties or their respective Affiliates involved in such dispute (and not Purchaser Purchaser, Merger Sub or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the Company, CRD any of its Subsidiaries and Xxxxxxx Xxxxx PLLC Kirkxxxx & Xllix XXX that occurred before the Closing. The Company Closing in connection with this Agreement and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreementtransactions contemplated hereby.

Attorney-Client Privilege and Conflict Waiver. Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP has represented the Company, CRD, its Subsidiaries and the Seller and in connection with the Lender in transactions contemplated by this Agreement. The parties to this Agreement recognize the Contemplated Transactions. Both of the Parties recognize and acknowledge the commonality community of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until the Closing, and the Parties parties agree that such commonality community of interest shall should continue to be recognized after the Closing. Specifically, the Parties parties agree that (a) Purchaser the Buyer shall not, and from and after the Closing shall not cause, directly or indirectly, any member of cause the Company Group and its Subsidiaries to not, seek to have Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind (whether in contract or nature tort) that may arise between the Seller Parties Seller, on the one hand, and Purchaserthe Buyer or, from and after the Closing, the Company or CRD in connection with any of its Subsidiaries, on the other, based upon, arising out of or related to this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, transactions contemplated hereby in whole or in part and (b) in connection with any such dispute that may arise between the Seller Parties Seller, on the one hand, the Buyer or, from and Purchaser or after the Company or CRDClosing, the Company, its Subsidiaries and their respective successors, stockholders, employees, officers, partners, members, trustees, directors, managers, agents and representatives, on the other, the Seller Parties involved in such dispute (and not Purchaser or the Company or CRDCompany) shall have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, the waive any attorney-client privilege that may apply to any communications between the CompanyCompany or any of its Subsidiaries and Xxxx, CRD and Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP that occurred before on or prior to the Closing. The Company and CRD shall covenants contained in this Section 12.11 are intended to be entitled to for the benefits benefit of, and may enforceshall be enforceable by, the provisions Seller and its Affiliates and shall not be deemed exclusive of this Section 11.13 as if they were parties any other rights to this Agreementwhich it is entitled, whether pursuant to Law, Contract or otherwise.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC Xxxx, Xxxx & Xxxxxxxxx, P.A. (the “Company Firm”) has represented the Company, CRD, the Seller Company in connection with this Agreement and the Lender other agreements, instruments and documents contemplated hereby and the transactions contemplated hereby and thereby (the “Transaction Engagement”) and in the Contemplated Transactionsthat connection, not as counsel for any other Person, including Parent. Both of the Parties The parties hereto recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until the Closing, and the Parties parties agree that the existence of such commonality of interest shall prior to the Closing should continue to be recognized after the Closing. Specifically, the Parties parties agree that (a) Purchaser Parent shall not, and shall not causecause the Merged Companies to, directly or indirectlyand shall cause the Merged Companies not to, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC the Company Firm disqualified from representing the Seller, the Lender Agent or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), Equityholders in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, the Company or CRD in connection with this Agreement, the Loan Agreement, or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, and (b) in connection with any such dispute that may arise between the Seller Parties Agent and/or the Equityholders, on one hand, and Purchaser Parent or any Merged Company, on the other hand, in connection with this Agreement or the Company or CRDtransactions contemplated hereby. Further, notwithstanding that the Company, the Seller Parties involved Agent and the Equityholders are or were a client of the Company Firm, upon and after the Closing, all communications between the Company, Agent and the Equityholders and the Company Firm in the course of the Transaction Engagement shall be deemed to be attorney-client confidences that belong solely to the Agent and the Equityholders and not the Merged Companies or Parent in any dispute arising between the Agent and/or the Equityholders, on one hand, and Parent or any Merged Company, on the other hand. Parent shall not have access to any such dispute communications, or to the files of Company Firm relating to the Transaction Engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, notwithstanding that the Company was a client, in the Transaction Engagement or otherwise, upon and after the Closing: (i) the Agent (and not Purchaser or the Company or CRDMerged Companies) shall have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between any Merged Company and the Company Firm that occurred prior to the Closing in connection with the Transaction Engagement, (ii) to the extent that files of the Company Firm in respect of the Transaction Engagement constitute property of the client, only the Agent shall hold such property rights and (iii) the Company Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Company, CRD any other Merged Company, Parent or any of their respective Affiliates (other than the Agent) by reason of any attorney-client relationship between the Company Firm and Xxxxxxx Xxxxx PLLC that occurred before the Company or otherwise. If Agent or any Equityholder so desires, and without the need for any consent or waiver by any Merged Company or Parent, the Company Firm shall be permitted to represent such party after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement and the other agreements, instruments and documents contemplated hereby and the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing sentence, after the Closing. The , the Company and CRD Firm shall be entitled permitted to represent the Agent, any Equityholder, any of their respective Affiliates, family members or representatives, or any one or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversarial proceedings) with Parent, the Merged Companies or any of their Affiliates under or relating to this Agreement and the other agreements, instruments and documents contemplated hereby and the transactions contemplated hereby and thereby, such as claims for indemnification and disputes involving other agreements entered into in connection with this Agreement and the other agreements, instruments and documents contemplated hereby and the transactions contemplated hereby and thereby. Upon and after the Closing, the Merged Companies shall cease to have any attorney-client relationship with the Company Firm, unless the Company Firm is specifically engaged in writing by an Merged Company to represent it after the Closing and either such engagement involves no conflict of interest with respect to the benefits of, and may enforce, Agent or an Equityholder or the Agent or such Equityholder consents in writing at the time to such engagement. Any such representation by the Company Firm after the Closing does not affect the provisions of this Section 11.13 as 8.17. For example, and not by way of limitation, even if they were the Company Firm is representing any Merged Company after the Closing, the Company Firm shall be permitted to simultaneously represent the Agent or any Equityholder in any matter, including any disagreement or dispute relating hereto. Each of the parties to this Agreement.Agreement consent to the foregoing arrangements and waive any actual or potential conflict of interest that may be involved in connection with any representation by the Company Firm hereunder. [Signature Pages Follow]

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC has Nob Hill Law Group, P.C. and Kxxxxxxx & Exxxx LLP have represented the Company, CRDSeller, the Seller Company and the Lender in the Contemplated Transactionsits Subsidiaries. Both All of the Parties parties recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until the Closing, and the Parties parties agree that the existence of such commonality of interest shall prior to the Closing should continue to be recognized after the Closing. Specifically, the Parties parties agree that (a) Purchaser Buyer shall not, and shall not cause, directly or indirectly, any member of cause the Company Group to or its Subsidiaries to, and shall cause the Company and its Subsidiaries not to, seek to have Xxxxxxx Xxxxx PLLC Nob Hill Law Group, P.C. or Kxxxxxxx & Exxxx LLP disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, Buyer or the Company or CRD and its Subsidiaries in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the lawtransactions contemplated hereby and, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser Buyer or the Company or CRDits Subsidiaries, the Seller Parties involved in such dispute (and not Purchaser Buyer or the Company or CRDany of its Subsidiaries) shall have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the CompanyCompany and/or any of its Subsidiaries and each of Nob Hill Law Group, CRD P.C. and Xxxxxxx Xxxxx PLLC Kxxxxxxx & Exxxx LLP that occurred before the Closing. The Company and CRD shall be entitled prior to the benefits of, Closing in connection with this Agreement and may enforce, the provisions of this Section 11.13 as if they were parties to this AgreementAncillary Agreements and the transactions contemplated hereby and thereby.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC Xxxxxx Xxxxxxxx LLP has represented the Company’s stockholders, CRD, the Seller Company’s optionholders and the Lender in the Contemplated TransactionsCompany. Both All of the Parties parties hereto recognize and acknowledge the commonality of interest among that has existed until the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties parties hereto agree that the existence of such commonality of interest shall prior to the Closing should continue to be recognized after the Closing. Specifically, the Parties parties hereto agree that (a) Purchaser none of Parent, the Surviving Corporation, nor any Representative or affiliate of Parent or the Surviving Corporation, shall not, and shall not cause, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC Xxxxxx Xxxxxxxx LLP disqualified from representing any Company stockholder, Company optionholder or the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), Stockholder Representative in connection with any dispute of any kind or nature that may arise between any Company stockholder, Company optionholder or the Seller Parties Stockholder Representative, on the one hand, and PurchaserParent, the Company Surviving Corporation or CRD any Representative or affiliate of Parent or the Surviving Corporation, on the other hand, in connection with this Agreement, the Loan Agreement, any Transaction Document or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the lawand, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser dispute, each applicable Company stockholder, Company optionholder or the Company or CRD, the Seller Parties involved in such dispute Stockholder Representative (and not Purchaser Parent, the Surviving Corporation or any Representative or affiliate of Parent or the Company or CRDSurviving Corporation) shall have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the Company and Xxxxxx Xxxxxxxx LLP that occurred prior to the Closing in connection with this Agreement and the Contemplated Transactions. Further, Parent and the Surviving Corporation (on behalf of themselves and their respective Representatives and affiliates) hereby irrevocably acknowledge and agree that with respect to all privileged communications prior to the Closing between or among the Company, CRD any Company stockholder or Company optionholder and Xxxxxxx Xxxxx PLLC that occurred before Xxxxxx Xxxxxxxx LLP made in connection with the Closing. The negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any Transaction Document or the Contemplated Transactions, or any matter relating to any of the foregoing, are privileged communications between such applicable Company and CRD shall be entitled to stockholder or Company optionholder, on the benefits ofone hand, and may enforceXxxxxx Xxxxxxxx LLP, on the other hand (notwithstanding that the Company participated or was provided such communications nor that the Company is also a client of Xxxxxx Xxxxxxxx LLP) and from and after the Closing neither Parent, the provisions Surviving Corporation, any Representative or affiliate of this Section 11.13 Parent or of the Surviving Corporation nor any Person purporting to act on behalf of or through any of them, will seek to obtain the same by any process; provided, that in the event a dispute arises after the Closing between Parent, the Surviving Corporation or any Representative or affiliate of Parent or the Surviving Corporation, on the one hand, and any other third Person (other than any Company stockholder, Company optionholder, the Stockholder Representative, or any affiliate or Representative of any of the foregoing) on the other hand, upon the written request of Parent, the Stockholder Representative, on behalf of the Company stockholders and Company optionholders, as if they were parties applicable, shall assert the attorney/client privilege to this Agreementprevent disclosure of privileged communications to such third Person.

Attorney-Client Privilege and Conflict Waiver. Xxxxxx & Xxxxxxx Xxxxx PLLC LLP (“L&W”) has represented the Company, CRDthe Holder Representative, the Seller and the Lender in the Contemplated Transactions. Both certain of the Parties recognize Holders and acknowledge their respective Affiliates. Each of the parties hereto recognizes the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closingthe Effective Time, and the Parties parties hereto agree that such commonality of interest shall should continue to be recognized after the ClosingEffective Time. Specifically, the Parties parties hereto agree that (a) Purchaser Acquiror shall not, and shall not cause, directly or indirectly, any member of cause the Company Group to or any of its Subsidiaries to, seek to have Xxxxxxx Xxxxx PLLC L&W disqualified from representing the SellerHolder Representative, the Lender or their respective Affiliates, any Holders or any of the foregoing’s their respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), Affiliates in connection with any dispute of any kind or nature that may arise between the Seller Parties Holder Representative, any Holders or any of their respective Affiliates, on the one hand, and PurchaserAcquiror or any of its Affiliates, on the Company or CRD other, in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the lawtransactions contemplated hereby, and (b) in connection with any such dispute that may arise between the Seller Parties Holder Representative, any Holders or any of their respective Affiliates, on the one hand, and Purchaser Acquiror or any of its Affiliates, on the Company or CRDother, the Seller Parties involved in such dispute Holder Representative (and not Purchaser Acquiror or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-attorney client privilege that may apply to any communications between the Company, CRD Company and Xxxxxxx Xxxxx PLLC its Subsidiaries and L&W that occurred before the ClosingEffective Time. Notwithstanding the foregoing, in the event that any dispute arises between Acquiror or the Company and a third party, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by L&W to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Holder Representative. The Acquiror and the Company each hereby acknowledge that each of them have had the opportunity to discuss and CRD shall be entitled to obtain adequate information concerning the benefits significance and material risks of, and may enforcereasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than L&W. This Section 11.13 as if they were parties to 9.15 shall be irrevocable, and no term of this Agreement.Section 9.15 may be amended, waived or modified, without the prior written consent of Holder Representative and L&W.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx (a) Xxxxxxxx & Xxxxx PLLC LLP and Xxxxxxxx & Xxxxx International LLP (collectively, “Xxxxxxxx”) has represented the Company, CRDits Subsidiaries, certain of the Seller Company Holders and the Lender in the Contemplated TransactionsRepresentative. Both of the Parties All such parties recognize and acknowledge agree the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties parties agree that such commonality of interest shall should continue to be recognized after the ClosingClosing and the parties recognize and agree that the certain communications involving Xxxxxxxx, on the one hand, and the Company, its Subsidiaries, certain of the Company Holders or the Representative, on the other hand, prior to the Closing may be protected by attorney-client privilege and the common interest doctrine. Specifically, the Parties parties agree that (a) Purchaser neither Parent nor Merger Sub shall, or shall not, and shall not cause, directly or indirectly, any member of cause the Company Group to or its Subsidiaries to, seek to have Xxxxxxx Xxxxx PLLC Xxxxxxxx disqualified from representing the Seller, Representative or the Lender Company Holders or their respective Affiliates, or any and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives representatives (collectively, the “Seller Parties”), in each case in connection with any dispute of any kind to the extent related to this Agreement or nature that may arise the transactions contemplated hereby between the Representative, the Seller Parties or their respective Affiliates, on the one hand, and PurchaserParent, Merger Sub or the Company, on the other hand, and the Company or CRD expressly waives any claim that Xxxxxxxx has a conflict of interest to the extent arising from Kirkland’s representation of the Seller Parties in connection with this Agreement, the Loan Agreement, or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any Agreement that would preclude it from engaging in such representation to the fullest extent of the lawa representation, and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRDRepresentative, the Seller Parties or their respective Affiliates and Parent, Merger Sub or the Company, the Representative, the Seller Parties or their respective Affiliates involved in such dispute (and not Purchaser Parent, Merger Sub or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any pre-Closing communications to the extent related to this Agreement and the transactions contemplated hereby between Xxxxxxxx, on the Companyone hand, CRD and Xxxxxxx Xxxxx PLLC that occurred before the Closing. The Company and CRD shall be entitled to its Subsidiaries, on the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreementother hand.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC (a) Trenam, Kemker, Xxxxxx, Xxxxxx, Xxxx, X’Xxxxx and Xxxxxx, P.A. (“Trenam Law”) has represented the Company, CRD, the Sellers and the Seller and the Lender in the Contemplated TransactionsRepresentative. Both All of the Parties parties recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue existed prior to exist until Closing, and the Parties agree that such commonality of interest shall continue to be recognized after the Closing. Specifically, the Parties The parties agree that (a) the Purchaser shall not, and shall not cause, directly or indirectly, any member of cause the Company Group to to, seek to have Xxxxxxx Xxxxx PLLC Trenam Law disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, Sellers or the “Seller Parties”), Representative in connection with any dispute of any kind or nature that may arise between (i) any one or more Sellers or the Seller Parties Representative, on the one hand, and Purchaser(ii) the Purchaser or the Company, on the Company or CRD other hand, in each case, solely in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the lawtransactions contemplated hereby, and (b) in connection with any such dispute that may arise between (i) any one or more Sellers or the Seller Parties Representative, on the one hand, and (ii) the Purchaser or the Company Company, on the other hand, each of the Sellers or CRD, the Seller Parties Representative involved in such dispute (and not the Purchaser or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-attorney client privilege that may apply to any communications between the Company, CRD Company and Xxxxxxx Xxxxx PLLC Trenam Law that occurred before the Closing, in each case, to the extent relating to the transactions contemplated by this Agreement. The Without limiting the foregoing, the Purchaser and the Company agree that neither the Purchaser nor the Company shall have the right to assert the attorney-client privilege as to pre-closing and CRD post-closing communications between or among the Company, one or more of the Sellers, or the Seller Representative, on one hand, and Trenam Law, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the other agreements entered into in connection with the transactions contemplated by this Agreement or to the transactions contemplated hereby and thereby. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or their respective Affiliates, on the one hand, and any third party (other than a party to this Agreement or any of their respective Affiliates with respect to disputes arising under this Agreement), on the other hand, after the closing, the Purchaser shall be entitled to waive any attorney-client privilege, attorney work product protection and expectation of client confidentiality without the benefits of, consent of any Person. The files generated and may enforce, maintained by Trenam Law as a result of Trenam Law’s representation in connection with this Agreement or any of the provisions other agreements entered into in connection with the transactions contemplated by this Agreement or any of this Section 11.13 as if they were parties to this Agreementthe transactions contemplated hereby or thereby shall be and become the exclusive property of the Sellers and the Seller Representative.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxx PLLC (a) Debevoise & Xxxxxxxx LLP (“Seller Counsel”) has represented the Company, CRDSellers, the Seller Transferred Companies and the Lender in the Contemplated Transactionstheir respective Subsidiaries. Both All of the Parties parties recognize and acknowledge agree to the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties parties agree that such commonality of interest shall will hereby continue to be recognized after the ClosingClosing and such parties recognize and agree that the communications between or among Seller Counsel, the Sellers, the Transferred Companies and their respective Subsidiaries are protected under certain privileges and doctrines, including the attorney-client privilege and the common interest doctrine. Specifically, the Parties parties agree that (ai) Purchaser Buyer shall not, and shall cause the Transferred Companies and their respective Subsidiaries not causeto, directly or indirectly, any member of the Company Group to seek to have Xxxxxxx Xxxxx PLLC any Seller Counsel disqualified from representing the SellerSellers and their Affiliates (excluding, following the Closing, the Lender or Transferred Companies and their respective AffiliatesSubsidiaries), or any and each of the foregoing’s respective officers, directorsdirectors (or equivalent), managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”)representatives, in connection with any dispute of any kind or nature that may arise between the Seller Parties and Purchaser, the Company out of or CRD in connection with relate to this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions transactions contemplated hereby, and shall waive Buyer expressly waives any claim of that any Seller Counsel has a conflict of interest or breach is otherwise precluded from engaging in such a representation, (ii) in the event that a dispute arises after the Closing between Buyer and the Sellers or any of duty with respect to their respective Subsidiaries (including, in the case of Buyer, the Transferred Companies or their respective Subsidiaries), Seller Counsel may represent any such representation to the fullest extent member of the lawSeller Group or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or any Transferred Company or its Subsidiaries and even though Seller Counsel may have represented any Transferred Company or its Subsidiaries in a matter substantially related to such dispute, and (biii) in connection with any such dispute that may arise between the Seller Parties Sellers and Purchaser their Affiliates and Buyer or the Company or CRDTransferred Companies and their respective Subsidiaries, the Seller Parties involved in such dispute Sellers and their Affiliates of the Sellers (and not Purchaser Buyer or the Company or CRDTransferred Companies and their respective Subsidiaries) shall will have the sole, absolute discretion sole and exclusive right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the Company, CRD Transferred Companies and Xxxxxxx Xxxxx PLLC their respective Subsidiaries and Seller Counsel that occurred before the Closing. The Company Buyer represents that Buyer’s own attorney has explained and CRD shall be entitled helped Buyer evaluate the implications and risks of waiving the right to the benefits ofassert a future conflict against Seller Counsel, and may enforce, the provisions of this Section 11.13 as if they were parties Buyer’s consent with respect to this Agreementwaiver is fully informed.

Attorney-Client Privilege and Conflict Waiver. Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP has represented the Company, CRD, the Seller Company Subsidiaries and the Lender in the Contemplated Transactions. Both of the Parties recognize and acknowledge the commonality of interest among Sellers, Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLP has represented the Company, CRD, the Seller Company Subsidiaries and the Lender Sellers and Littler Xxxxxxxxx, P.C. has represented the Company. All of the parties recognize the community of interest that exists and will continue to exist until the Closing, and the Parties parties agree that such commonality community of interest shall should continue to be recognized after the Closing. Specifically, the Parties parties agree that (a) Purchaser Buyer shall not, and from and after the Closing shall not cause, directly or indirectly, any member of cause the Company Group to not, seek to have Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP, Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLP or Littler Xxxxxxxxx, P.C. disqualified from representing the Seller, the Lender or their respective Affiliates, or any of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives (collectively, the “Seller Parties”), in connection with any dispute of any kind (whether in contract or nature tort) that may arise between the Seller Parties Sellers, on the one hand, and PurchaserBuyer or, from and after the Closing, the Company or CRD in connection with any Company Subsidiary, on the other, based upon, arising out of or related to this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, Transactions in whole or in part and (b) in connection with any such dispute that may arise between the Seller Parties Sellers, on the one hand, Buyer or, from and Purchaser or after the Closing, the Company, the Company or CRDSubsidiaries and their respective successors, stockholders, employees, officers, partners, members, trustees, directors, managers, agents and representatives, on the other, the Seller Parties Sellers involved in such dispute (and not Purchaser or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, the waive any attorney-client privilege that may apply to any communications between the CompanyCompany or any Company Subsidiary and Xxxx, CRD and Weiss, Rifkind, Xxxxxxx Xxxxx PLLC & Xxxxxxxx LLP, Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLP or Littler Xxxxxxxxx, P.C. that occurred before on or prior to the Closing. The Company and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreement.

Attorney-Client Privilege and Conflict Waiver. Xxxxxxx Xxxxxxxx & Xxxxx PLLC LLP has represented the Company, CRDits Subsidiaries, Blocker, certain of the Seller Sellers and the Lender in the Contemplated TransactionsSellers’ Representative. Both All of the Parties parties recognize and acknowledge the commonality of interest among the Company, CRD, the Seller and the Lender that exists and will continue to exist until Closing, and the Parties parties agree that such commonality of interest shall should continue to be recognized after the Closing. Specifically, the Parties parties agree that (a) Purchaser the Buyer shall not, and shall not cause, directly or indirectly, cause any member of the Company Group to to, seek to have Xxxxxxx Xxxxxxxx & Xxxxx PLLC LLP disqualified from representing the SellerSellers’ Representative, the Lender or Sellers and their respective Affiliates, or any and each of the foregoing’s respective officers, directors, managers, employees, shareholders, equityholders, agents and other Representatives representatives (collectively, the “Seller Parties”), ) in connection with any dispute of any kind or nature that may arise between the Sellers’ Representative, the Seller Parties or their respective Affiliates and Purchaserthe Buyer, Blocker or the Company or CRD in connection with this Agreement, the Loan Agreement, Agreement or the Contemplated Transactions and shall waive any claim of conflict of interest or breach of duty with respect to any such representation to the fullest extent of the law, transactions contemplated hereby and (b) in connection with any such dispute that may arise between the Seller Parties and Purchaser or the Company or CRDSellers’ Representative, the Seller Parties or their respective Affiliates and the Buyer, Blocker or the Company, the Sellers’ Representative, the Seller Parties or their respective Affiliates involved in such dispute (and not Purchaser the Buyer or the Company or CRDCompany) shall will have the sole, absolute discretion right to decide whether or not to waive, in whole or in part, waive the attorney-client privilege that may apply to any communications between the Company, CRD any of its Subsidiaries and Xxxxxxx Xxxxxxxx & Xxxxx PLLC LLP that occurred before the Closing. The Company and CRD shall be entitled to the benefits of, and may enforce, the provisions of this Section 11.13 as if they were parties to this Agreement.