Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline or Skyline Members (collectively, the “Company Securityholders”), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member Representative.

Attorney-Client Privilege. All communications involving Parent and the Surviving Corporation understand and agree that DLQ Parent will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent and the Surviving Corporation and DLQ Parent concerning this Agreement, the Additional Agreements or the transactions contemplated hereby, notwithstanding PCHS’ prior representation of the Company. Notwithstanding the consummation of the Merger, Parent and the Surviving Corporation agree that neither the Surviving Corporation nor Parent shall have the right to assert the attorney-/client privilege as to pre-closing communications between Skyline any member of the Company Group or Skyline Members DLQ Parent (collectivelyfor the Company Group, the “Company Securityholders”only with respect to pre-closing communications), on the one hand, and their respective counselsits counsel, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCPCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the course Additional Agreements or the transactions contemplated hereby. The parties agree that only DLQ Parent shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the negotiationfiles generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, documentation and consummation of the Additional Agreements or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline)remain the exclusive property of DLQ Parent. Accordingly, neither Skyline All other files generated or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality maintained by PCHS as a result of the foregoingrepresentation by PCHS of the Company Group on any other matter (if any), remain the exclusive property of the Company Group and shall be promptly delivered to Parent immediately upon and request at any time after the Effective Time, (a) the Company Securityholders . Parent and their Affiliates (and not the Surviving CompanyCorporation further acknowledge and agree that (i) shall DLQ Parent is not waiving, and will not be the sole holders deemed to have waived or diminished, any of the its attorney work product protections, attorney-client privilege privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such engagementsent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company Group; and (ii) they shall provide the DLQ Parent reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company Group and permit DLQ Parent to (x)remove such emails, information and/or materials from the servers of the Company Group, and neither Skyline or the Surviving Company shall be (y) download a holder thereofdigital copy all such emails, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member Representativeinformation and/or materials.

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline or Skyline Members Sellers, Shareholders, and their respective Affiliates and Representatives (collectively, the “Company SecurityholdersSeller Group”), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx Mamo TCV Advocates or Sxxxx & Xxxxxx PCWxxxxx L.L.P., on the other hand, in the course of relating to the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such Company Securityholder (the Seller Group and shall not Skyline)pass to or be claimed by Buyer. Accordingly, neither Skyline or the Surviving Company Buyer shall not at any time have access to any such communications, Privileged Communications or to the files of KoenigMamo TCV Advocates (or any successor) or Sxxxx & Wxxxxx L.L.P. (or any successor) (each, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagementa “Seller Group Law Firm”). Without limiting the generality of the foregoing, upon from and after the Effective TimeClosing, (a) the Company Securityholders and their Affiliates Seller Group (and not the Surviving CompanyBuyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company Buyer shall not be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC any Seller Group Law Firm in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates Seller Group (and not Skyline or Surviving CorporationBuyer) shall hold such property rights rights, and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC each Seller Group Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Privileged Communications to any member of Skyline or the Surviving Company Buyer by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC such Seller Group Law Firm and Skyline any Seller or Shareholder or otherwise; provided that . This Section 10.13 is intended for the foregoing benefit of, and shall not extend to any communication be enforceable by, each Seller Group Law Firm. This Section shall be irrevocable, and no term of this Section may be amended, waived or files not involving the negotiationmodified, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member Representativeeach Seller Group Law Firm.

Attorney-Client Privilege. All The Parties acknowledge and agree that Xxxxxx Xxxxxxx & Xxxxxx, LLP, Jolokia’s outside counsel (“WMA”), has acted as legal counsel to the Jolokia Shareholders and Jolokia prior to the Closing, and that WMA intends to act as legal counsel to the Jolokia Shareholders and/or their Affiliates after the Closing. NexTech hereby waives, and shall cause Jolokia following Closing to waive, any conflicts that may arise in connection with WMA representing any of the Jolokia Shareholders after the Closing as such representation may relate to the Jolokia Shareholders, their Affiliates or the transactions contemplated hereby. In addition, all communications involving attorney-client privilege confidences between Skyline any Jolokia Shareholders or Skyline Members (collectively, the “Company Securityholders”), on the one hand, Jolokia and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, WMA in the course of the due diligence, negotiation, documentation and and/or consummation of the transactions contemplated hereby (the “Engagement”) shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline)the Jolokia Shareholders. Accordingly, neither Skyline or NexTech nor Jolokia following the Surviving Company Closing shall have access to any such communications, or to the files of KoenigWMA relating thereto, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagementwhether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Effective Time, Closing: (a) the Company Securityholders and their Affiliates (and not the Surviving Company) Jolokia Shareholders shall be the sole holders of the attorney-attorney- client privilege with respect to such engagement, the Engagement and neither Skyline or the Surviving Company NexTech nor Jolokia shall be a the holder thereof, (b) to the extent that the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC WMA in respect of such engagement the Engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) Jolokia Shareholders shall hold such property rights rights, and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC WMA shall not have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline NexTech or Jolokia following the Surviving Company Closing by reason of any the attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC WMA and Skyline Jolokia or otherwise; provided . In addition, NexTech agrees that no officer, director, member or manager of Jolokia following the foregoing Closing shall not extend have the ability to waive any communication or files not involving the negotiation, documentation and consummation such attorney-client privilege on behalf of the transactions contemplated this AgreementJolokia. Notwithstanding anything contained herein to the foregoingcontrary, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders Jolokia and a third party (other than a party to this Agreement or any of their respective AffiliatesAgreement) after the Effective TimeClosing, Skyline or the Surviving Company Jolokia may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third partybetween WMA and the Jolokia Shareholders and/or Jolokia; provided, however, that Skyline or Surviving Company neither NexTech nor Jolokia may not waive such privilege without the prior written consent of the Member RepresentativeJolokia Shareholders, unless such disclosure is required under Applicable Law.

Attorney-Client Privilege. All Notwithstanding anything to the contrary in this Agreement, from and after the Closing, (i) all communications involving attorney-client privilege between Skyline Purchaser or Skyline Members (collectively, the “Company Securityholders”)its Subsidiaries or any of their respective Representatives, on the one hand, and their respective counselsSheppard, including KoenigMullin, Oelsner, Xxxxxx, Xxxxxxxxxx Rxxxxxx & Xxxxxx PCHxxxxxx LLP (the “Purchaser’s Counsel”), on the other hand, in connection with the course of Transaction (collectively, the negotiation, documentation and consummation of the transactions contemplated hereby “Purchaser Transaction Engagements”) shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder the members of the Purchaser Board as of immediately prior to the date of this Agreement (the “Transaction Board Members”) and not Skyline). AccordinglyPurchaser, (ii) neither Skyline or the Surviving Sellers, the Company nor any of their respective Representatives (including, without limitation, any members of Purchaser Board nominated by the Sellers pursuant to the terms of this Agreement) shall have access to any such communications, or to any of the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Timeor other documents delivered or prepared in connection therewith, (aiii) the Company Securityholders and their Affiliates (and not the Surviving Company) Transaction Board Members shall be the sole holders holder of the attorney-client privilege with respect to such engagementeach Purchaser Transaction Engagement, and neither Skyline Purchaser nor the Sellers, the Company or the Surviving Company any of their respective Representatives shall be a holder thereof, (biv) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC any Purchaser’s Counsel in respect of such engagement any Purchaser Transaction Engagement constitute property of the clientclient thereof, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) Transaction Board Members shall hold such property rights thereto, and (cv) Koenigunless directed to do so by the Transaction Board Members or by a court of competent jurisdiction or other authority (and then in each case only to the extent of such direction), Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC no Purchaser’s Counsel shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files related to Purchaser or any member of Skyline its Representatives to Sellers, the Company or the Surviving Company their Subsidiaries or any of their respective Representatives by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Purchaser’s Counsel and Skyline Purchaser or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member Representative.

Attorney-Client Privilege. All communications involving The Purchaser and the Companies understand and agree that any of the signatories to any of the Sellers Agreements will be entitled to retain the services of Xxxxxxxx & Xxxxxxxx LLP (“Xxxxxxxx”) as its attorneys in the event of any dispute between the Purchaser or the Companies and any of the signatories to any of the Sellers Agreements concerning any of the Sellers Agreements or the Transaction, notwithstanding Morrison’s prior representation of the Companies. Notwithstanding the sale of the Company Units and the Purchased Assets to the Purchaser, the Purchaser and the Companies agree that neither Companies nor the Purchaser shall have the right to assert the attorney-/client privilege as to pre-closing communications between Skyline any of the Sellers Agreements or Skyline Members the Companies (collectivelyfor the Companies, the “Company Securityholders”only with respect to pre-closing communications), on the one hand, and their respective counselsits counsel, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCXxxxxxxx, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that the privileged communications relate in substantial part to any of the Sellers Agreements or the Transaction. The Parties agree that only the signatories to any of the Sellers Agreement and each of them shall be entitled to assert such attorney/client privilege in connection with communications following the Closing. Such privileged portions of the files generated and maintained by Xxxxxxxx in connection with the representation by Xxxxxxxx of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in any of the signatories to any of the Sellers Agreement with respect to any of such engagement constitute the Sellers Agreements or the Transaction shall remain the exclusive property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files signatories to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this AgreementSellers Agreements. Notwithstanding All other files generated and maintained by Xxxxxxxx as a result of the foregoingrepresentation by Xxxxxxxx of the Companies on any other matter (if any), in remain the event that a dispute arises between CHC, exclusive property of the Surviving Company Companies and shall be promptly delivered to the Company Securityholders and a third party (other than a party to this Agreement or Purchaser immediately upon request at any of their respective Affiliates) time after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeClosing.

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline or Skyline Members (collectively, Recognizing that Milbank LLP has acted as legal counsel to Seller and the “Company Securityholders”), on the one handCompany, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on that such law firm intends to act as legal counsel to Seller and its Affiliates (other than the other hand, in Company) after the course of the negotiation, documentation and consummation of the Closing, Buyer agree that, as to all communications among Milbank LLP, the Company and/or Seller or their respective representatives that (i) relate to the period prior to the consummation of the Closing or (ii) otherwise relate to the negotiations of, or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordinglyby, neither Skyline or the Surviving Company shall have access to any such communicationsthis Agreement, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect privilege, the work product privilege, the expectation of client confidence and any other legal privileges or immunities belong to such engagementSeller and its Affiliates and may be controlled by Seller and its Affiliates and shall not pass to or be claimed by the Buyer, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and or any of their Affiliates (or Subsidiaries or be waived by the Buyer, the Company or any of their Affiliates or Subsidiaries. Seller and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such its Affiliates may assert the attorney-client communications privilege, the work product privilege, the expectation of client confidence and any other legal privilege or files immunity against the Buyer, the Company or any of their Affiliates or Subsidiaries to any member of Skyline or the Surviving Company fullest extent permitted by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreementapplicable Law. Notwithstanding the foregoing, in the event that a dispute arises between CHCthe Buyer, the Surviving Company and the Company Securityholders or any of their Subsidiaries or Affiliates and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective TimeClosing, Skyline or the Surviving Company may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Milbank LLP to such third party; provided, however, provided that Skyline neither the Company nor any of its Affiliates or Surviving Company Subsidiaries may not waive such privilege without the prior written consent of the Member RepresentativeSeller.

Attorney-Client Privilege. All (a) Purchaser agrees, on behalf of itself and the Purchaser Entities, that all communications involving attorney-client privilege in any form or format whatsoever between Skyline or Skyline Members (collectivelyamong any of Kxxxxxxx & Exxxx LLP, the “Company Securityholders”), on the one hand, Sellers and their respective counselsAffiliates, including Koenigand each of the foregoing’s respective officers, Oelsnerdirectors, Xxxxxxmanagers, Xxxxxxxxxx & Xxxxxx PCemployees, on the other handshareholders, equityholders, agents and representatives that relate in the course of any way to the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Sellers, shall be controlled by the Company on behalf of the Sellers and shall not pass to (by operation of Law or otherwise) or be claimed by the Purchaser Entities. All Deal Communications that are attorney-client confidences that privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to such the Sellers, shall be controlled by the Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality on behalf of the foregoing, upon Sellers and after shall not pass to or be claimed by the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, Purchaser Entities. (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHCa Purchaser Entity, on the Surviving Company and the Company Securityholders one hand, and a third party (other than the Sellers, on the other hand, a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company Purchaser Entity may assert the attorney-client privilege to prevent the disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC the Privileged Deal Communications to such third partyparty and, if requested by Pxxxxxxxx, the Sellers shall assert such privilege; provided, however, that Skyline or Surviving Company none of the Purchaser Entities may not waive such privilege without the prior written consent of the Member Representative.Company. In the event that a Purchaser Entity is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Purchaser shall immediately (and, in any event, within two (2) Business Days) notify the Company in writing (including by making specific reference to this Section 11.16(b)) so that the Company (or the Sellers, at the Company’s sole discretion) can seek (at its expense) a protective order and Purchaser agrees to use all commercially reasonable efforts to assist therewith. [Signature pages follow]

Attorney-Client Privilege. All communications involving The parties acknowledge that Xxxxxxx & Xxxx (“Counsel”) has represented the Sellers and the Target Companies in connection with the 52 transactions contemplated by and/or relating to this Agreement prior to the Closing (“Pre-Closing Representation”). Any privilege attaching as a result of Counsel’s representation of such Persons in connection with the Pre-Closing Representation shall survive the Closing and shall remain in effect; provided that such privilege from and after the Closing shall be assigned to, belong to and be controlled by, the Sellers. For clarity, such privilege (i) may be waived only by the Sellers, and not by Buyer, the Target Companies or any of their respective Affiliates, and (ii) shall not pass to or be claimed or used by Buyer, the Target Companies or any of their respective Affiliates. In furtherance of the foregoing, each of the parties to this Agreement agrees to take the steps necessary to ensure that any privilege attaching as a result of Counsel’s Pre-Closing Representation shall survive the Closing, remain in effect and be assigned to and controlled by the Sellers. As to any privileged attorney-client privilege communications between Skyline or Skyline Members (collectively, the “Company Securityholders”)Counsel, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCSellers or the Target Companies, on the other hand, in prior to Closing (collectively, the course “Privileged Communications”), Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Target Companies) and their respective successors and/or assigns, that none of Buyer, any of its Affiliates (including, after the Closing, the Target Companies) or any of their respective successors or assigns, may use or rely on any of the negotiation, documentation and consummation Privileged Communications in any action or claim against or involving any of the transactions contemplated hereby shall be deemed parties to be attorney-client confidences this Agreement after the Closing. Further, the parties to this Agreement understand and agree that belong solely any failure to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have segregate and/or restrict Buyer’s access to any such communicationsPrivileged Communications shall not be considered a waiver of the privilege. None of Buyer or any of its Affiliates (including, after the Closing, the Target Companies) shall access any Privileged Communications or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Counsel relating to such engagementthe Pre-Closing Representation after the Closing. Without limiting the generality of the foregoing, upon from and after the Effective Time, Closing (a) the Company Securityholders Sellers and their respective Affiliates (and not the Surviving CompanyTarget Companies) shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereofPre-Closing Representation, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Counsel in respect of such engagement the Pre-Closing Representation constitute property of the client, only the Company Securityholders Sellers and their respective Affiliates (and not Skyline or Surviving Corporationthe Target Companies) shall hold such property rights rights, and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications Privileged Communications or files to Buyer, the Target Companies or any member of Skyline or the Surviving Company their respective Affiliates by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Counsel and Skyline the Target Companies (or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement). Notwithstanding the foregoing, in the event that a dispute arises between CHCBuyer, and/or the Surviving Company and Target Companies, on the Company Securityholders one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) ), on the other hand, after the Effective TimeClosing, Skyline or the Surviving Company may Target Companies (to the extent applicable) shall assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC with Counsel to such third party; providedprovided that, howeverin such instance, that Skyline or Surviving Company neither Buyer nor the Target Companies may not intentionally waive such privilege without the prior written consent of the Member RepresentativeSellers.

Attorney-Client Privilege. All communications involving Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its Affiliates, that the Company is a client of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) and that PCHS has represented the Company and only the Company in connection with this Agreement and the Transactions contemplated hereby. After the Closing, PCHS will continue to represent the Company in connection with a variety of matters, including matters adverse or potentially adverse to the interests of Parent, NextTrip or Xxxxxxxx. Each of the Parties hereby agrees that PCHS (or any successor) may serve as counsel to the Sellers in connection with any matter arising from or relating to this Agreement, any document, agreement or instrument entered into or delivered in connection herewith or the Transactions contemplated hereby and thereby after the date hereof. Each of the Parties hereto consents to such representation, and waives any conflict of interest arising therefrom. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel in connection herewith. Notwithstanding the Closing, Parent agrees it shall not have the right to assert the attorney-/client privilege as to pre-Closing communications between Skyline the Company, NextTrip or Skyline Members (collectively, the “Company Securityholders”)Xxxxxxxx, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCPCHS, on the other hand, to the extent that the privileged communications relate in substantial part to this Agreement, the course of the negotiationdocuments, documentation and consummation of instruments, or other deliverables contemplated hereby or delivered in connection herewith or the transactions contemplated hereby and thereby. The Parties agree that only the Company shall be entitled to assert such attorney/client privilege in connection with such communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith, and the transactions contemplated hereby and thereby shall remain the exclusive property of the Company. Parent further acknowledges and agrees that the Company is not waiving, and will not be deemed to be have waived or diminished, any of its attorney work product protections, attorney-client confidences that belong solely to such Company Securityholder (privileges or similar protections and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such engagementsent or received emails solely in their capacity as attachments to such emails, and neither Skyline or stored in any digital format on any device at any location under the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property control of the clientCompany, only the Company Securityholders and NextTrip, Xxxxxxxx or their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreementsuccessors. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company Parent and the Company Securityholders Company, on the one hand, and a third party Person other than a Party to this Agreement (other than a party to this Agreement NextTrip or any of their respective Affiliates) Xxxxxxxx), on the other hand, after the Effective TimeClosing, Skyline Parent, NextTrip or the Surviving Company Xxxxxxxx may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by KoenigPCHS to the Company, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline NextTrip or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeXxxxxxxx.

Attorney-Client Privilege. All communications involving Each of Summit and the Company (on behalf of itself and its Subsidiaries) waives and shall not assert, and agrees after the Closing to cause its Subsidiaries to waive and to not assert, any attorney-client privilege privilege, attorney work-product protection or expectation of client confidence with respect to any confidential or privileged communication between Skyline or Skyline Members (collectively, the “any Prior Company Securityholders”)Counsel, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCany Designated Person or the Company or any of its Subsidiaries, on the other handhand (collectively, the “Pre-Closing Designated Persons”), or any legal advice given to any Pre-Closing Designated Person by any Prior Company Counsel, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) each case to the extent that files occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of KoenigSummit, Oelsnerthe Company and their respective Subsidiaries, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property it being the intention of the clientParties hereto that all rights to such Pre-Closing Privileges, only and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Cementos and the Argos Parties, and shall not pass to or be claimed or used by Summit or the Company, except as provided in the last sentence of this Section 12.18(b). Furthermore, each of Summit and the Company Securityholders (on behalf of itself and their Affiliates (its Subsidiaries) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files be subject to any member joint privilege (whether or not the Company or one or more of Skyline its Subsidiaries also received such advice or the Surviving Company communication) and shall be owned solely by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreementsuch Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and Summit or the Company Securityholders or any of its Subsidiaries, on the one hand, and a third party (other than a party Designated Person, on the other hand, the Company shall (and shall cause its Subsidiaries to) assert to this Agreement or any the extent available the Pre-Closing Privileges on behalf of their respective Affiliatesthe Designated Persons (and at such Designated Person’s sole cost and expense) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Privileged Materials to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without may be waived only with the prior written consent of Cementos (on behalf of the Member RepresentativeArgos Parties), which consent shall not be unreasonably conditioned, withheld or delayed.

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline or Skyline Members (collectivelyattorney‑client confidences among any of the Seller, the “Company Securityholders”)Seller’s Shareholders, on the one handCompanies, their Subsidiaries or Affiliates, and their respective counselsXxXxxxx North or Xxxxx Xxxxxx P.C., including Koenig, Oelsner, L.L.O. (“Xxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, ”) in the course of the negotiation, negotiation and documentation and consummation of the transactions contemplated hereby herein shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder the Sellers (and not Skyline). Accordinglythe Purchaser, neither Skyline or the Surviving Company shall have access to any such communicationsCompanies, or to their Affiliates) and may be controlled by the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagementSeller (in Seller’s and Xxxxxxxx’x sole discretion). Without limiting the generality of the foregoing, upon and after the Effective TimeClosing, (ai) the Company Securityholders Seller and Seller’s Shareholders and their Affiliates (and not the Surviving CompanyPurchaser or its Affiliates) shall will be the sole holders of the attorney-client privilege with respect to such engagementthe negotiation and documentation of the transactions contemplated herein (collectively, the “Pre-sale Communications”), and neither Skyline none of the Purchaser or its Subsidiaries (including the Surviving Company Companies after the Closing and their Affiliates) shall be a holder thereof, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC XxXxxxx North shall have no duty whatsoever to reveal or disclose any such attorneyPre-client communications sale Communications or files pertaining to any member Pre-sale Communications to the Purchaser or any of Skyline its Affiliates (including the Companies or the Surviving Company their Affiliates) by reason of any attorney-client relationship between KoenigXxXxxxx North, OelsnerXxxxx Xxxxxx and Seller, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Seller’s Shareholders and Skyline their Subsidiaries and Affiliates or otherwise; provided that , (iii) absent the foregoing shall not extend consent of the Seller, neither the Purchaser nor the Companies or their Affiliates following the Closing will have a right to any communication access attorney-client privileged material of the Seller, Seller’s Shareholder or files not involving the negotiation, documentation and consummation of Companies or their Affiliates related to the transactions contemplated this Agreementhereby on or after the Closing Date, and (iv) each Party will take the steps necessary to ensure any privilege attaching as a result of XxXxxxx North’s and Xxxxx Xxxxxx’x service as counsel to the Seller, Seller’s Shareholders or any of its Subsidiaries or Affiliates in connection with the transactions contemplated herein and in the Ancillary Documents will survive Closing and will remain in effect (but as stated herein). In addition, if the transactions contemplated herein are consummated, all of XxXxxxx North’s and Xxxxx Xxxxxx’x records related to such transactions will become property of (and be controlled by) the Sellers and neither the Purchaser nor any of its Affiliates (including any Companies after the Closing and their Affiliates) will retain any copies of such records or have any access to them. Notwithstanding the foregoing, in the event that a dispute arises between CHCthe Purchaser Group, on the Surviving Company and the Company Securityholders one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective TimeSeller Group, Skyline or on the Surviving Company other hand, the Purchaser Group may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member Representative.

Attorney-Client Privilege. All communications involving (a) Purchaser and Seller agree that neither Seller nor Purchaser shall have the right to assert the attorney-client privilege as to pre-Closing and post-Closing communications between Skyline Seller or Skyline Members the Company (collectivelyfor the Company, the “Company Securityholders”only with respect to pre-Closing Date communications), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCDentons Durham Xxxxx Xxxxxxx P.C. (the “Firm”), on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby. The parties agree that only Seller shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the course Closing Date. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby shall be and become the exclusive property of Seller and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing Date (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of Seller only by Xxxxxx. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby, (ii) communications between Seller or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-Closing Date communications between the Company and the Firm or any other legal counsel. (b) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that: (i) Xxxxxxxx Xxxxxxx LLP has acted as counsel to Seller and its Affiliates (not including the Company) (collectively, the “Seller Group”) and the Company, in connection with the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and shall cause the Company to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company by Xxxxxxxx Xxxxxxx LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Purchaser shall not, and shall cause the Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.17(b) shall not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise. (iii) All communications prior to Closing between the Seller Group or the Company, on the one hand, and Seller Group Law Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to such Company Securityholder (the Seller Group and shall not Skyline)pass to or be claimed by Purchaser or the Company. Accordingly, neither Skyline or Purchaser and the Surviving Company shall not have access to any such communications, Privileged Communications or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Seller Group Law Firm relating to such engagementengagement from and after Closing. Without limiting the generality of the foregoing, upon from and after the Effective TimeClosing, (ai) the Company Securityholders and their Affiliates Seller Group (and not Purchaser or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementPrivileged Communications, and neither Skyline none of Purchaser or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Seller Group Law Firm in respect of such engagement Privileged Communications constitute property of the client, only the Company Securityholders and their Affiliates Seller Group (and not Skyline or Surviving CorporationPurchaser nor the Company) shall hold such property rights and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Seller Group Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Privileged Communications to any member of Skyline Purchaser or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Seller Group Law Firm and Skyline the Company or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that after Closing a dispute arises between CHCPurchaser or its Affiliates (including the Company), on the Surviving Company and the Company Securityholders one hand, and a third party (other than a party to this Agreement or any of their respective Affiliatesthe Seller Group, on the other hand, Purchaser and its Affiliates (including the Company) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; party; provided, however, that Skyline or Surviving Company neither Purchaser nor any of its Affiliates (including the Company) may not waive such privilege without the prior written consent of the Member RepresentativeSeller Group, which consent shall not be unreasonably withheld, conditioned or delayed.

Attorney-Client Privilege. All communications involving Parent, Merger Sub and the Company understand and agree that the Company Stockholders will be entitled to retain the services of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) as counsel in the event of any dispute between Parent or the Company and the Company Stockholders concerning this Agreement, the Related Agreements or the transactions contemplated hereby, notwithstanding PCHS’s prior representation of the Company and so long as PCHS’s representation of the Company Stockholders is consistent with any rules of professional conduct applicable to PCHS. Notwithstanding the Merger, Parent and the Company agree that neither the Company nor Parent shall have the right to assert the attorney-client privilege as to pre-Closing communications between Skyline the Company Stockholders or Skyline Members the Company (collectivelyfor the Company, only with respect to pre-Closing communications), on one hand, and its counsel, PCHS, on the other hand, to the extent that the privileged communications relates in substantial part to this Agreement, the Related Agreements or the transactions contemplated hereby (the “Company SecurityholdersPrivileged Communications”). Except as set forth herein, the parties agree that only the Company Stockholders shall be entitled to assert such attorney-client privilege in connection with Privileged Communications following the Closing. For the avoidance of doubt, the parties further acknowledge and agree that the Privileged Communications do not include communications between the Company Stockholders or the Company, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCPCHS, on the other hand, in the course relating to general business matters of the negotiationCompany or Company Stockholders and which are unrelated to this Agreement, documentation and consummation of the Related Agreements or the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreementhereby. Notwithstanding the foregoing, in the event that a dispute arises between CHCParent or the Company, on the Surviving Company and the Company Securityholders one hand, and a third party (party, on the other than a party to this Agreement or any of their respective Affiliates) after the Effective Timehand, Skyline Parent or the Surviving Company may assert the attorney-client privilege to prevent the disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC the Privileged Communications to such third party; provided, however, that Skyline none of Parent or Surviving the Company may not waive such privilege without the prior written consent of the Member Representative.Company Stockholders. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of the Company with respect to this Agreement, the Related Agreements or the transactions contemplated hereby shall remain the exclusive property of the Company Stockholders. All other files generated or maintained by PCHS as a result of the representation by PCHS of the Company on any other matter (if any), remain the exclusive property of the Company and shall be promptly delivered to Parent immediately upon request at any time after the Closing. Parent and the Company further acknowledge and agree that (i) the Company Stockholders are not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any digital format on any device at any location under the control of the Company; and (ii) they shall provide the Company Stockholders reasonable access during normal business hours to such emails, information and/or materials located on the servers of the Company and permit the Company Stockholders to (x) remove such emails, information and/or materials from the servers of the Company, and (y) download a digital copy all such emails, information and/or materials. In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Chief Financial Officer By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: President 261461405 v16 In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer In Witness Whereof, Parent, Merger Sub, the Company and the Company Stockholders have caused this Agreement to be signed, all as of the date first written above. _/s/ Xxxx Xxxxx________________________________ Xxxx Xxxxx, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 XXXXX FAMILY DYNASTY TRUST, DATED JANUARY 27, 2010, solely for purposes of Section 2.4, Section 5.5, Article VI, Section 7.8 and Section 7.14 By: South Dakota Trust Company Its: Trustee By: /s/Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Trust Officer

Attorney-Client Privilege. All The Parties acknowledge and agree that all communications involving attorney-client privilege prior to the Closing between Skyline or Skyline Members (collectively, Seller and the “Company Securityholders”)Owner, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCXxxxxxx PLLC or the legal staff of Seller or the Owner, on the other hand, in regarding the course evaluation, analysis or negotiation of the negotiation, documentation and consummation of the transactions contemplated hereby this Agreement shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be remain the sole holders property of Seller (the “Transaction Related Communications and Documents”), and Seller shall hold attorney-client privilege with respect to all such engagement, and neither Skyline or the Surviving Company communications. Buyer shall be a holder thereofentitled to possession of all documents, (b) to the extent books, records, agreements and financial data of any sort that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property are part of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third partyPurchased Assets; provided, however, that Skyline in no event shall Buyer be provided access to or Surviving Company may not waive such privilege possession of the Transaction Related Communications and Documents without the prior written consent of Seller, unless Seller is determined to have waived such attorney-client privilege by a court of competent jurisdiction. Within five (5) days following the Member RepresentativeClosing Date, the Seller Parties shall delete the Transaction Related Communications and Documents from the servers and storage devices and other Books and Records that comprise Purchased Assets. 48 This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2024 (the “Agreement Date”), is entered into by and among SVO, LLC, a Delaware limited liability company (“Buyer”), Mayflower Vehicle Systems, LLC, a Delaware limited liability company (“Seller”), and Commercial Vehicle Group, Inc., a Delaware corporation and the sole equityholder of Seller (the “Owner”). Seller and the Owner are referred to collectively herein as the “Seller Parties” and each as a “Seller Party.” Xxxxx and the Seller Parties are referred to collectively herein as the “Parties” and each as a “Party.”

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline or Skyline Members (collectively, the “Company Securityholders”), on the one handBuyer waives and shall not assert, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and agrees after the Effective Time, (a) Closing to cause the Company Securityholders and their its Affiliates (to waive and to not the Surviving Company) shall be the sole holders of the assert, any attorney-client privilege with respect to such engagement, all communication between any Prior Company Counsel and neither Skyline or the Surviving Company shall be a holder thereof, (b) any Designated Person that relate to the extent that files Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of KoenigBuyer, Oelsnerthe Company and their respective Affiliates, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property it being the intention of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property parties hereto that all rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files privilege and to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the control such attorney-client privilege shall be retained by the Holder Representative. Furthermore, Buyer acknowledges and agrees that any advice given to prevent disclosure or communication with any of confidential the Designated Persons (other than the Company and its Subsidiaries) that relate to the Current Representation shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons (other than the Company and its Subsidiaries). Portions of the books and records of the Company containing any such privileged communications shall be excluded from the purchase, and the Holder Representative shall cause such privileged communications to be separated or, to the extent not capable of being separated from the books and records, redacted from the books and records of the Company and distributed to the Holder Representative (on behalf of the applicable Designated Persons) immediately prior to the Closing with no copies of such privileged communications retained by Koenigthe Company or any of its Subsidiaries, Oelsnerprovided that, Xxxxxxfor the avoidance of doubt, Xxxxxxxxxx & Xxxxxx PC the remaining portions of the books and records of the Company that do not constitute such privileged communications may be retained by the Company and/or its Subsidiaries. The parties agree to such third party; providedtake, howeverand to cause their respective Affiliates to take, all steps necessary to implement this Section 12.17. Buyer hereby acknowledges that Skyline it has had the opportunity (including on behalf of its Affiliates and the Company) 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 Prior Company Counsel. This Section 12.17 shall be irrevocable, and no term of this Section 12.17 may be amended, waived or Surviving Company may not waive such privilege modified, without the prior written consent of the Member RepresentativeHolder Representative and its Affiliates and Prior Company Counsel affected thereby.

Attorney-Client Privilege. (a) All communications involving attorney-client privilege between Skyline the Sole Member or Skyline Members (collectively, the “Company Securityholders”)Company, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCPolsinelli, on the other hand, in the course of relating to the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the transactions Transactions contemplated hereby (the "Privileged Communications") shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such the Sole Member and shall not pass to or be claimed by Parent, the Surviving Company Securityholder (and not Skyline)or any of its other affiliates. Accordingly, neither Skyline or Parent and the Surviving Company and shall not have access to any such communications, Privileged Communications or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Polsinelli relating to such engagementengagement from and after Closing. Without limiting the generality of the foregoing, upon from and after the Effective TimeClosing, (ai) the Company Securityholders and their Affiliates Sole Member (and not Parent or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline none of Parent or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Polsinelli in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates Sole Member (and not Skyline or Parent nor the Surviving CorporationCompany) shall hold such property rights and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Polsinelli shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline Parent or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Polsinelli and Skyline the Company or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, Parent or its affiliates (including the Surviving Company and Company), on the Company Securityholders one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective TimeSole Member, Skyline or on the other hand, Parent and its affiliates (including the Surviving Company Company) may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; party; provided, however, that Skyline or neither Parent nor any of its affiliates (including the Surviving Company Company) may not waive such privilege without the prior written consent of the Sole Member, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Parent or any of its affiliates (including the Surviving Company) is legally required by governmental order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Parent’s counsel, then Parent shall immediately (and, in any event, within thirty (30) Business Days notify the Sole Member Representativein writing so that the Sole Member can seek a protective order. (b) Notwithstanding the any other provision in this Agreement, Sections 10.12 and 10.13 are intended for the benefit of, and shall be enforceable by, Polsinelli. Sections 10.12 and 10.13 shall be irrevocable, and no term of such Sections may be amended, waived or modified, without the prior written consent of Polsinelli.

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline ID or Skyline Members ID Member (collectively, the “Company SecurityholdersSecurity holders”), on the one hand, and their respective counsels, including Koenigincluding, Oelsnerbut not limited to, XxxxxxSessine Feron, Xxxxxxxxxx & Xxxxxx PCAttorneys at Law, Insigne PC and Tax Counsel: Xxxxx Tax Law PC (collectively “Pre-Merger Counsel”) on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder ID Member (and not SkylineID). Accordingly, neither Skyline or ID nor the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Pre-Merger Counsel relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates ID Member (and not the Surviving Company) shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and neither Skyline ID or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Pre-Merger Counsel in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates ID Member (and not Skyline ID or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Pre-Merger Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline ID or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Pre-Merger Counsel and Skyline ID or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders ID Member and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline ID or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Pre-Merger Counsel to such third party; provided, however, that Skyline ID or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeID.

Attorney-Client Privilege. (a) All communications involving attorney-client privilege confidences between Skyline a Seller, its Affiliates or Skyline Members (collectively, the “Company Securityholders”), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of Cooley solely related to the negotiation, documentation and consummation of the transactions contemplated hereby Mergers and the Transactions (“Protected Communications”) shall be deemed to be attorney-client confidences and communications that belong solely to such Company Securityholder (the Sellers and their Affiliates, and not Skyline)that of the Surviving Entity, following the Closing, and may be waived only by the Seller Representative. AccordinglyAbsent the consent of the Seller Representative, neither Skyline or Parent nor the Surviving Company Entity shall have a right to access to any such communications, or attorney-client privileged material of the Company related to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting Mergers and the generality of Transactions following the foregoing, upon Closing and after neither the Effective Time, (a) the Company Securityholders and their Affiliates (and not Parent nor the Surviving Company) Entity shall be the sole holders of assert that the attorney-client privilege with respect of the Company related to such engagement, and neither Skyline or the Mergers was waived due to the inadvertent transfer of attorney-client privileged material after the Closing (either because they were included in the computer server(s) of the Surviving Company shall be a holder thereof, Entity or were otherwise within the records of the Surviving Entity after the Closing). (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHCParent or any of its Affiliates (including the First-Step Surviving Corporation, Surviving Entity, or other Subsidiary of Parent), on the Surviving Company and the Company Securityholders one hand, and a third party (other than a party to this Agreement the Seller Representative or any Seller, on the other hand, Parent and its Affiliates (including the First-Step Surviving Corporation, Surviving Entity, or other Subsidiary of their respective AffiliatesParent) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent the disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC the Protected Communications to such third party; provided, however, that Skyline none of Parent or any of its Affiliates (including the First-Step Surviving Company Corporation, Surviving Entity, or other Subsidiary of Parent) may not waive such privilege without the prior written consent of the Member Seller Representative. In the event that Parent or any of its Affiliates (including the First-Step Surviving Corporation, Surviving Entity, or other Subsidiary of Parent) is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Protected Communications, Parent shall, to the extent not prohibited by Law, promptly notify the Seller Representative in writing (including by making specific reference to this Section 9.15(b)) so that the Seller Representative (on behalf of the Sellers) can seek a protective order (at Xxxxxx’s expense) and Parent agrees to use commercially reasonable efforts to assist therewith.

Attorney-Client Privilege. (a) All communications involving attorney-client privilege between Skyline any Seller, either Company or Skyline Members any of their respective Affiliates (collectively, or any of the “Company Securityholders”foregoing Persons' agents or advisors), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCGunster, on the other hand, in to the course of extent relating to the negotiation, documentation and preparation, execution, delivery or consummation (as applicable) of this Agreement or the transactions contemplated hereby Transactions (the "Privileged Communications") on or before the Closing Date shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such Company Securityholder (Sellers and shall not Skyline)pass to or be claimed by Buyer or either of the Companies. Accordingly, neither Skyline or Buyer nor, from and after the Surviving Closing, either Company shall have access to any such communications, Privileged Communications or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Gunster relating to such engagementnegotiation, preparation, execution, delivery or consummation of this Agreement or the Transactions. Without limiting the generality of the foregoing, upon and after the Effective Timeforegoing in this Section 11.20(a), (ai) the Company Securityholders and their Affiliates each Seller (and not the Surviving Buyer or either Company) shall be the sole holders holder of the attorney-client privilege with respect to such engagementengagement and the Privileged Communications, and neither Skyline none of Buyer or the Surviving either Company shall be a holder thereof, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Gunster in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates Sellers (and not Skyline Buyer or Surviving Corporationeither Company) shall hold such property rights and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC Gunster shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline Buyer or the Surviving either Company by reason of any attorney-client relationship between KoenigGunster, Oelsneron the one hand, Xxxxxxand either Company, Xxxxxxxxxx & Xxxxxx PC and Skyline on the other hand, or otherwise; provided that . (b) Sections 11.18 and 11.19 and this Section 11.20 are intended for the foregoing benefit of, and shall not extend to any communication be enforceable by, Gunster. Each of Sections 11.18 and 11.19 and this Section 11.20 shall be irrevocable. None of Section 11.18, Section 11.19 nor this Section 11.20 may be amended, waived or files not involving the negotiationmodified, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeGunster. Gunster is an intended third party beneficiary of each of Sections 11.18 and 11.19 and this Section 11.20.

Attorney-Client Privilege. All Each of the Parties also agrees that Sellers have a reasonable expectation of privacy and privilege with respect to their communications involving (in all forms) with HB prior to the Closing to the extent such communications concern this Agreement, the Maritech APA, and/or the MIPSA, and the agreements and documents delivered hereunder and thereunder and the transactions contemplated hereby and thereby. Each of the Parties likewise agrees that third parties and their counsel with a common legal interest with Sellers also have a reasonable expectation of privacy and privilege with respect to their communications prior to the Closing (“Common Interest Parties”). At and after the Closing, the attorney-client privilege between Skyline or Skyline Members (collectively, of the “Company Securityholders”), on the one handCompanies with HB with respect to such matters, and the Common Interest Parties with their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby counsel shall be deemed to be the right of Sellers or the Common Interest Party respectively, and not that of the Companies, and may be waived only by Sellers or Common Interest Party as to their respective communications. Absent the consent of Sellers, the Common Interest Party, or except as required to comply with any Law or other regulatory requirement applicable to Buyer or its Affiliates, neither Buyer nor the Companies shall have a right to access attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality privileged material of the Companies with respect to this Agreement, the Maritech APA and MIPSA and the other documents contemplated herein and the transactions contemplated hereby and thereby following the Closing. Notwithstanding the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) nothing herein shall be construed as a waiver by the sole holders Companies of the attorney-client privilege or the obligations of confidentiality owed by HB to the Companies with respect to such engagement, matters not regarding this Agreement and neither Skyline or the Surviving Company shall be a holder thereofother agreements and documents delivered hereunder and the transactions contemplated hereby and thereby, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, Buyer or the Surviving Company and the Company Securityholders Companies and a third party (Person other than a party Party to this Agreement or any of their respective Affiliates) after the Effective TimeClosing, Skyline or (i) the Surviving Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC HB to such third party; provided, however, that Skyline or Surviving Company may not waive Person and (ii) to the extent any such privilege without the prior written consent or client confidence is required to be waived or otherwise required to be released by any Governmental Entity, under law or pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Entity, none of the Member RepresentativeCompanies, Buyer or their Affiliates shall be in breach or violation of any provision of this Agreement or any document or agreement delivered hereunder for providing information, documents, communications or client confidences to any Governmental Entity in response to, and subject to the requirement limitation in, the foregoing.

Attorney-Client Privilege. All communications (a) Issuer waives and will not assert, and agrees to cause the Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Equity Closing, of Parent, Newco BHF, Freedom VCM or any shareholder, officer, member, partner, employee or director of any of the foregoing Persons or any Affiliate thereof (any such Person, a “Designated Person”) in any matter involving this Agreement or any Contemplated Transaction, including any Action between or among Issuer or its Affiliates, the Company and any Designated Person, by Xxxxxxx Xxxx & Xxxxxxxxx LLP or any other legal counsel currently representing the Company or Designated Person connection with this Agreement or any other Transaction Document (the “Current Representation” and such other legal counsel, the “Other Counsel”), even though the interests of such Designated Person may be directly adverse to Issuer or its Affiliates, including the Company following the Equity Closing. (b) It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between Skyline Xxxxxxx Xxxx & Xxxxxxxxx LLP and any Other Counsel currently representing any Designated Person or Skyline Members the Company in connection with the Current Representation (collectively, the “Company SecurityholdersAttorney-Client Privilege”), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby ) shall be deemed retained (or assigned to be attorney-client confidences that belong the Parent to the extent necessary) and controlled solely to such Company Securityholder by the Parent (and not SkylineIssuer or the Company). Accordingly, neither Skyline or the Surviving Issuer nor the Company shall have access to any such communications, or to the files of KoenigXxxxxxx Xxxx & Xxxxxxxxx LLP or any Other Counsel currently representing the Company, Oelsnerfrom and after the Equity Closing. The Attorney-Client Privilege shall survive the Equity Closing and shall remain in effect. In furtherance of the foregoing, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating each of the parties hereto agrees to such engagementtake the steps necessary to ensure that the Attorney-Client Privilege survives Equity Closing and remains in effect and be assigned to (to the extent necessary) and controlled by the Parent. Without limiting the generality of the foregoing, upon and after the Effective TimeEquity Closing, (ai) the Company Securityholders Parent and their its Affiliates (and not excluding the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Current Representation, and neither Skyline or the Surviving Issuer and the Company shall not be a holder holders thereof, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx Xxxxxxx Xxxx & Xxxxxx PC Xxxxxxxxx LLP or any Other Counsel currently representing the Company in respect of such engagement connection with the Current Representation constitute property of the a client, only the Company Securityholders Parent and their its Affiliates (and not Skyline or Surviving Corporationexcluding the Company) shall hold such property rights and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever with respect to reveal or disclose any such privileged attorney-client communications or files (the “Privileged Communications”) between Xxxxxxx Xxxx & Xxxxxxxxx LLP and any Other Counsel currently representing the Company in connection with the Current Representation prior to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between KoenigEquity Closing Date, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company Issuer and the Company Securityholders and a third party (other than a party to this Agreement or Company, together with any of their respective Affiliates) , successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties hereto after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeEquity Closing.

Attorney-Client Privilege. All communications involving attorney-client privilege between Skyline a Company Seller, its Affiliates or Skyline Members (collectively, the “Company Securityholders”)Company, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx Xxxxxxxx & Xxxxxx PCXxxxx LLP, on the other handother, in the course of that are attorney-client privileged and that solely relate to the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby shall be deemed to be attorney-client confidences confidence and communications that belong solely to such the Company Securityholder (Sellers and their Affiliates, and not Skyline)that of the Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative. AccordinglyAbsent the written consent of Stockholder Representative, neither Skyline or Parent, the Surviving Company shall have access to Corporation or any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) or any Person acting on their behalf shall be the sole holders of assert that the attorney-client privilege with respect to such engagement, and neither Skyline or of the Surviving Company shall be a holder thereof, (b) related to the extent that files Merger was waived due to the transfer of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member privileged material after the Closing (either because they were included in the computer server(s) of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline Corporation or otherwise; provided that were otherwise within the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation records of the transactions contemplated this AgreementSurviving Corporation after the Closing). Notwithstanding the foregoing, in the event that a dispute arises between CHC, Parent or its Affiliates (including the Surviving Company and Corporation), on the Company Securityholders one hand, and a third party party, on the other hand, Parent and its Affiliates (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or including the Surviving Company Corporation) may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or neither Parent nor any of its Affiliates (including the Surviving Company Corporation) may not waive such privilege without the prior written consent of the Member Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Parent or any of its Affiliates (including the Surviving Corporation) is legally required by an Order or otherwise legally required to access or obtain a copy of all or a portion of the privileged communications, to the extent (a) permitted by applicable Law and (b) advisable in the Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. opinion of Xxxxxx’s counsel, Parent shall notify the Stockholder Representative in writing so that the Stockholder Representative can seek a protective order (at the Company Sellers’ sole cost and expense).

Attorney-Client Privilege. All communications involving attorney-Each of the parties acknowledges and agrees, on its own behalf and on behalf of its Affiliates, that the Company is a client privilege between Skyline of Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP (“PCHS”) and that PCHS has represented the Company and/or one or Skyline Members more Equityholders in connection with this Agreement and the Transactions contemplated hereby. After the Closing, it is possible that PCHS will represent one or more of the Stockholder Representative and/or the Equityholders and/or the Equityholders’ Affiliates (individually and collectively, the “Seller Group”) in connection with a variety of matters, including matters adverse or potentially adverse to the interests of the Company, Surviving LLC, Parent or an Affiliate or direct or indirect equityholder of Parent. Each of the parties hereby agrees that PCHS (or any successor) may serve as counsel to all or a portion of the Seller Group in connection with any matter arising from or relating to this Agreement, any document, agreement or instrument entered into or delivered in connection herewith or the Transactions contemplated hereby and thereby after the date hereof. Each of the parties hereto consents to such representation, and waives any conflict of interest arising therefrom. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel in connection herewith. Notwithstanding the Mergers, Parent and the Merger Subs (including in the capacity as the Surviving Corporation and Surviving LLC) agree that they shall not have the right to assert the attorney/client privilege as to pre-Closing communications between any member of the Seller Group or the Company Securityholders”(for the Company, only with respect to pre-Closing communications), on the one hand, and their respective counselsits counsel, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCPCHS, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that the privileged communications relates in substantial part to this Agreement, the documents, instruments, or other deliverables contemplated hereby or delivered in connection herewith the Transactions contemplated hereby and thereby. The parties agree that only the Seller Group shall be entitled to assert such attorney/client privilege in connection with such communications following the Closing. Such privileged portions of the files generated and maintained by PCHS in connection with the representation by PCHS of Koenigthe Company with respect to this Agreement, Oelsnerthe documents, Xxxxxxinstruments, Xxxxxxxxxx & Xxxxxx PC or other deliverables contemplated hereby or delivered in respect of such engagement constitute connection herewith, and the Transactions contemplated hereby and thereby shall remain the exclusive property of the clientSeller Group. Parent and the Merger Subs further acknowledge and agree that the Seller Group is not waiving, only the Company Securityholders and their Affiliates (and will not Skyline be deemed to have waived or Surviving Corporation) shall hold such property rights and (c) Koenigdiminished, Oelsnerany of its attorney work product protections, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications privileges or files similar protections and privileges with respect to email that was sent to or received from (as applicable) PCHS, including all attachments to such sent or received emails solely in their capacity as attachments to such emails, stored in any member of Skyline or digital format on any device at any location under the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation control of the transactions contemplated this AgreementCompany or its successors. Notwithstanding the foregoing, in the event that a dispute arises between CHCParent, the Surviving Company Merger Subs, and the Company Securityholders Company, on the one hand, and a third party (Person other than a party to this Agreement or any of their respective Affiliates) the Seller Group, on the other hand, after the Effective TimeClosing, Skyline or the Surviving Company LLC may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC PCHS to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent of the Member RepresentativeCompany.

Attorney-Client Privilege. All communications involving attorney-client privilege prior to the Closing between Skyline or Skyline Members among any of the Legacy Health Entities, and any of the attorneys or law firms representing any of the Legacy Health Entities (collectively, the “Company SecurityholdersAttorneys”), on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC, on the other hand, ) made in the course of connection with the negotiation, documentation preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely privileged and the expectation of client confidence relating thereto shall not pass to such Company Securityholder (or be claimed by OHSU or any of its Affiliates from and not Skyline)after the Closing. Accordingly, neither Skyline or the Surviving Company OHSU nor its Affiliates shall have access to any such communications, Privileged Communications or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagementany of the Attorneys. Without limiting the generality of the foregoing, upon from and after the Effective TimeClosing, (ai) the Company Securityholders and their Affiliates (and not the Surviving Company) Legacy Health Foundation shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereofPrivileged Communications, (bii) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect any of such engagement the Attorneys constitute property of any of the clientLegacy Health Entities, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) Legacy Health Foundation shall hold such property rights and (ciii) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC none of the Attorneys shall have no any duty whatsoever to reveal or disclose any such attorney-client communications the Privileged Communications or files to OHSU or any member of Skyline or the Surviving Company its Affiliates by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to among any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this AgreementLegacy Health Entities and any of the Attorneys. Notwithstanding the foregoing, in the event that a dispute arises between CHCOHSU or any of its Affiliates, on the Surviving Company and the Company Securityholders one hand, and a third party (other than a party to this Agreement Legacy Health Foundation, on the other hand, OHSU or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC the Privileged Communications to such third party; party; provided, however, that Skyline or Surviving Company neither OHSU nor its Affiliates may not waive such privilege without the prior written consent of Legacy Health Foundation. In the Member Representativeevent that OHSU or any of its Affiliates is legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by Legal Requirements, then OHSU shall promptly (and, in any event, within 3 business days) notify Legacy Health Foundation in writing so that Legacy Health Foundation can seek a protective order.

Attorney-Client Privilege. All The parties hereto hereby acknowledge that Xxxxxxx LLP has acted as counsel to the Company and the Sellers from time to time prior to the transactions contemplated by this Agreement as well as with respect thereto. The following provisions in this Section 8.14 apply solely to the attorney-client relationship between (a) the Company and Xxxxxxx LLP prior to the Closing and (b) the Sellers and Xxxxxxx LLP following the Closing. Subject to the exceptions below, each of the parties hereto agrees that: (i) it will not seek to disqualify Xxxxxxx LLP, based solely on its prior representation of the Sellers and the Company, from acting and continuing to act as counsel to any of the Sellers 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 Sellers have a reasonable expectation of privacy with respect to their and the Company’s communications involving (including any e-mail communications using the Company’s email system) with Xxxxxxx LLP prior to Closing to the extent that such communications concern the transactions contemplated herein, and were subject to the attorney-client privilege between Skyline and/or the attorney work product doctrine; and (iii) the Sellers (and, following the Closing, not Buyer, Parent, Holdings or Skyline Members (collectivelyany of their Affiliates, including, without limitation, the “Company Securityholders”)Company) shall have access to all such privileged communications. Notwithstanding any of the foregoing: (a) Sellers agree that they will not waive, or cause to be waived, any claim of privilege or protection over pre-Closing communications between or among Xxxxxxx LLP, the Company, or the Sellers, without first obtaining the written consent of Buyers and the Company, which consent shall not be unreasonably withheld; (b) nothing herein shall prevent Buyer from requesting, using or accessing all communications between or among Xxxxxxx LLP, the Company, or the Sellers in connection with any claim arising under or in connection with this Agreement or the transactions contemplated hereby or otherwise, so long as such communications are not subject to the attorney-client privilege or work product protection; and (c) in the event that a dispute or investigation or audit arises after the Closing between Buyer or the Company, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCa third party, on the other hand, in Buyer and the course of Company shall notify the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline Sellers’ Representative if Buyer or the Surviving Company shall have requires access to any such communications, privileged or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates (and not the Surviving Company) shall be the sole holders of the attorneyprotected pre-client privilege with respect to such engagement, and neither Skyline or the Surviving Company shall be a holder thereof, (b) to the extent that files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client Closing communications or files to any member of Skyline or the Surviving Company by reason of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company Xxxxxxx LLP and the Company Securityholders and a third party (other than a party and/or the Seller in order to this Agreement or any of their respective Affiliates) after assist in the Effective Time, Skyline Buyer’s or the Surviving Company may assert the attorney-client privilege Company’s response to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third party; provided, however, that Skyline or Surviving Company may not waive such privilege without the prior written consent defense of the Member Representativethird-party claim, investigation, or audit, and such access shall not unreasonably be refused.

Attorney-Client Privilege. All The parties hereto acknowledge and agree that all communications involving attorney-client privilege prior to the Closing between Skyline or Skyline Members (collectivelyCompany, the “Company Securityholders”), and Stockholders’ Agent, on the one hand, and their respective counsels, including Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PCXxxxx Xxxxx, on the other hand, in regarding the course evaluation, analysis and/or negotiation of this Agreement and/or the negotiation, documentation and consummation other Transactional Agreements shall remain the sole property of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Company Securityholder (and not Skyline). Accordingly, neither Skyline or the Surviving Company shall have access to any such communications, or to the files of Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC relating to such engagement. Without limiting the generality of the foregoing, upon and after the Effective Time, (a) the Company Securityholders and their Affiliates Stockholders’ Agent (the “Transaction Related Communications and not the Surviving Company) Documents”), and Securityholders and Stockholders’ Agent shall be the sole holders of the hold attorney-client privilege with respect to all such engagementcommunications. Parent, Purchaser, Merger Sub and neither Skyline or the Surviving Company Corporation shall be a holder thereofentitled to possession of all documents, (b) to the extent that files of Koenigbooks, Oelsnerrecords, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC in respect of such engagement constitute property of the client, only the Company Securityholders agreements and their Affiliates (and not Skyline or Surviving Corporation) shall hold such property rights and (c) Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any member of Skyline or the Surviving Company by reason financial data of any attorney-client relationship between Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC and Skyline or otherwise; provided that the foregoing shall not extend sort belonging to any communication or files not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between CHC, the Surviving Company and the Company Securityholders and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Effective Time, Skyline or the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Koenig, Oelsner, Xxxxxx, Xxxxxxxxxx & Xxxxxx PC to such third partyCompany; provided, however, that Skyline in no event shall Parent, Purchaser, Merger Sub or the Surviving Company may not waive such privilege Corporation be provided access to or possession to the Transaction Related Communications and Documents without the prior written consent of Stockholders’ Agent, unless Securityholders are determined to have waived such attorney-client privilege by a court of competent jurisdiction. The parties hereto have caused this Agreement to be executed and delivered as of the Member Representativedate first written above. PURPLE INNOVATION, INC., a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Legal Officer GELATO INTERMEDIATE, LLC, a Delaware limited liability company By: Purple Innovation, Inc., its sole member By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Chief Legal Officer GELATO MERGER SUB, INC., a Utah corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: President ADVANCED COMFORT TECHNOLOGIES, INC., a Utah corporation By: /s/ X. Xxxxx Xxxxxxxx Name: X. Xxxxx Xxxxxxxx Title: Chairman of the Board and Chief Financial Officer