Common use of Attorney-Client Privilege; Continued Representation Clause in Contracts

Attorney-Client Privilege; Continued Representation. The parties hereto hereby acknowledge that Vxxxxxx LLP has acted as counsel to the Company, the Manager and SBEEG from time to time prior to the transactions contemplated by this Agreement as well as with respect thereto. The following provisions in this Section 12.17 apply to the attorney-client relationship between (a) the Company and Vxxxxxx LLP prior to the Closing and (b) the Manager and SBEEG and Vxxxxxx LLP following the Closing. Each of the parties hereto agrees that: (i) it will not seek to disqualify Vxxxxxx LLP, based solely on its prior representation of the Company, the Manager and SBEEG, from acting and continuing to act as counsel to the Manager and SBEEG either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement; (ii) the Manager and SBEEG have a reasonable expectation of privacy with respect to their and the Company’s communications (including any e-mail communications using the Company’s email system) with Vxxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein and were confidential between the Manager, SBEEG and/or the Company and Vxxxxxx LLP; and (iii) the Manager and SBEEG (and, following the Closing, not Parent or any of its Affiliates, including, without limitation, the Company) shall have access to all such privileged communications. * * * *

Attorney-Client Privilege; Continued Representation. The parties hereto hereby acknowledge that Vxxxxxx Xxxxxx LLP has acted as counsel to the Company, the Manager Company and SBEEG certain of its securityholders from time to time prior to the transactions contemplated by this Agreement Merger as well as with respect theretoto the Merger and the other transactions contemplated hereby. The following provisions in this Section 12.17 apply to the attorney-client relationship between (a) the Company and Vxxxxxx Xxxxxx LLP prior to the Closing and (b) the Manager holders of Company Securities (and SBEEG any subset of them) and Vxxxxxx Xxxxxx LLP following the Closing. Each of the parties hereto agrees that: that (i) it will not seek to disqualify Vxxxxxx LLP, based solely on its prior representation of the Company, the Manager and SBEEG, Xxxxxx LLP from acting and continuing to act as counsel to any of the Manager and SBEEG holders of Company Securities or the Stockholders’ Representative either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the Merger or the other transactions contemplated by this Agreementhereby; (ii) the Manager holders of Company Securities and SBEEG the Stockholders’ Representative have a reasonable expectation of privacy with respect to their and the Company’s communications (including any e-mail communications using the Company’s email e-mail system) with Vxxxxxx Xxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein and were confidential between the Manager, SBEEG and/or the Company and Vxxxxxx LLP; and (iii) the Manager holders of Company Securities and SBEEG the Stockholders’ Representative (and, following the Closing, and not Parent or any of its Affiliates, including, without limitation, the CompanyParent) shall have access to all such privileged communications. * * * *.

Attorney-Client Privilege; Continued Representation. The parties hereto hereby acknowledge that Vxxxxxx LLP has acted as counsel to the Company, the Manager and SBEEG Seller Entities from time to time prior to the transactions contemplated by this Agreement as well as with respect thereto. The following provisions in this Section 12.17 9.13 apply to the attorney-client relationship between (a) the Company Seller Entities and Vxxxxxx LLP prior to the Closing and (b) the Manager and SBEEG and Vxxxxxx LLP following the Closing. Each of the parties hereto agrees that: (i) it will not seek to disqualify Vxxxxxx LLP, based solely on its prior representation of the Company, the Manager and SBEEGSeller Entities or any Seller Entity, from acting and continuing to act as counsel to the Manager and SBEEG Seller Entities or any Seller Entity either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated by this Agreement; (ii) the Manager and SBEEG Seller Entities have a reasonable expectation of privacy with respect to their and the Company’s communications (including any e-mail communications using the Company’s email system) with Vxxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein and were confidential between the Manager, SBEEG and/or the Company Seller Entities or any Seller Entity and Vxxxxxx LLP; and (iii) the Manager and SBEEG Seller Entities or any Seller Entity (and, following the Closing, not Buyer, Parent or any of its Affiliates, including, without limitation, the Company) shall have access to all such privileged communications. * * * *Execution Version