Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Each of the Parties agrees that it and the Companies shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company Counsel”), whether or not in connection with this Agreement or the Contemplated Transactions, shall survive the Closing and shall remain in effect; provided, that, from and after the Closing such privilege shall be controlled by Seller and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any of the Companies following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. Each of the Parties Party agrees that it and the Companies shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx XxxxxxxNevers, LLP Palazzo, Packard, Wxxxxxxxxx & Wynner, PC or other counsel from time to time retained by Seller or the Companies Company prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company Counsel”), whether or not ) in connection with this Agreement or the Contemplated Transactionstransactions contemplated herein (the “Prior Representation”), shall survive the Closing and shall remain in effect; provided, that, provided that from and after the Closing such privilege shall be controlled by Seller Sellers and not the Companies Company or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated TransactionsBuyer. In addition, each of Purchaser party waives, and Seller waives agrees to cause the Company and its Affiliates to waive, any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller Sellers after the Closing solely to the extent as a result of the Prior Representation and (ii) the communication by Prior Company Counsel to SellerSellers, in any such representationwith respect to the Prior Representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser Buyer, the Company or any of the Companies Sellers following the ClosingClosing solely to the extent related to the Prior Representation, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications between Sellers, the Company, Buyer and their respective affiliates, on the one hand, and Prior Company Counsel, on the other hand, exclusively related to the transactions contemplated herein shall be deemed to be attorney-client confidences that belong solely to Sellers (and not the Company) (the “Seller Pre-Closing Communications”). Accordingly, the Company shall not be transferred ownership any such Seller Pre-Closing Communications or the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Company in any medium (including electronic copies) constituting or solely containing or reflecting Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Seller effective as of the Closing. From and after the Closing, Buyer and the Company shall maintain the confidentiality of all such material and information. Each of Purchaser and Seller Party acknowledges that it and the Companies have has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for Notwithstanding the benefit of Seller and Prior Company Counselforegoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and Prior Company Counsel is an intended a Person other than a party to this Agreement, on the other hand, after the Closing, Buyer may assert any such confidences or protection to prevent disclosure to such third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyconfidential communications.

Attorney-Client Privilege. Each of the Parties also agrees that it Seller has a reasonable expectation of privacy and privilege with respect to its communications (in all forms) with T&K prior to the Closing to the extent such communications concern this Agreement, the APA, and/or the EIPA, and the Companies shall take all steps necessary 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 Seller also have a reasonable expectation of privacy and privilege with respect to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or the Companies their communications prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies “Common Interest Parties”). At and after the Closing, “Prior the attorney-client privilege of the Company Counsel”)with T&K with respect to such matters, whether and the Common Interest Parties with their counsel shall be deemed to be the right of Seller or the Common Interest Party respectively, and not in connection that of the Company, and may be waived only by Seller or Common Interest Party as to their respective communications. Absent the consent of Seller, 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 Company shall have a right to access attorney-client privileged material of the Company with respect to this Agreement and the other documents contemplated herein and the transactions contemplated hereby and thereby following the Closing. Notwithstanding the foregoing, (a) nothing herein shall be construed as a waiver by the Company of the attorney-client privilege or the Contemplated Transactionsobligations of confidentiality owed by T&K to the Company with respect to matters not regarding this Agreement and the other agreements and documents delivered hereunder and the transactions contemplated hereby and thereby, shall survive (b) in the Closing event that a dispute arises between Buyer or the Company and shall remain in effect; provided, that, from and a third Person other than a Party to this Agreement after the Closing such privilege shall be controlled by Seller and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In additionClosing, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior the Company Counsel representing Seller after may assert the Closing attorney-client privilege to prevent disclosure of confidential communications by T&K to such third Person and (ii) to the communication by Prior Company Counsel to Seller, in extent any such representationprivilege 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 Company, Buyer or their Affiliates shall be in breach or violation of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser provision of this Agreement or any of the Companies following the Closingdocument or agreement delivered hereunder for providing information, documents, communications or client confidences to any Governmental Entity in response to, and subject to the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives torequirement limitation in, the waivers, permissions and other provisions foregoing. [Remainder of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebypage intentionally left blank; signature page follows.]

Attorney-Client Privilege. Each (a) Effective as of the Parties agrees that it and the Companies shall take all steps necessary to ensure that Closing, any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, Ropes & Xxxx LLP or other counsel from time to time retained by Seller the Company Equityholders, the Company or the Acquired Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company Counsel”), whether or not ) in connection with this Agreement Agreement, the Registration Rights Agreement, the Contemplated Transactions or the Contemplated Transactionsnegotiation, shall survive performance or execution of any of the Closing foregoing will be owned and shall remain in effect; provided, that, from and after the Closing such privilege shall be controlled by Seller the Company Equityholders and the Midco Equityholders and not the Companies Company or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated TransactionsAcquired Companies. In addition, each of Purchaser the Buyer, Merger Sub, the Company and Seller waives Midco waives, and agrees to cause each of its controlled Affiliates to waive, any conflicts that may arise in connection with with, and consents to and agrees to cause each of its controlled Affiliates to consent to, (i) Prior Company Counsel representing Seller the Company Equityholders and the Midco Equityholders after the Closing and (ii) the communication by Prior Company Counsel to Seller, the Company Equityholders and the Midco Equityholders in any such representation, representation of any fact known to Prior Company Counsel, including including, in the case of sub-clause (i) and sub-clause (ii), in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser the Buyer, the Company, any of the Acquired Companies or any of the Companies their respective controlled Affiliates following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser the Buyer, Merger Sub, the Company and Seller Midco acknowledges that it and the Companies its controlled Affiliates have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 7.12(a) is for the benefit of Seller the Company Equityholders, the Midco Equityholders, and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.177.12(a). This Section 9.17 shall 7.12(a) will be irrevocable, and no term of this Section 9.17 7.12(a) may be amended, waived or modified, without the prior written consent of Seller the Company Equityholders, the Midco Equityholders, and Prior Company Counsel. (b) Effective as of the Closing, any privilege attaching as a result of Xxxxxxxx Xxxxxx or other counsel from time to time retained by the Buyer prior to the Closing (collectively, “Prior Buyer Counsel”) in connection with this Agreement, the Registration Rights Agreement, the Contemplated Transactions or the negotiation, performance or execution of any of the foregoing will be owned and controlled by the Buyer. In addition, each of the Buyer, Merger Sub, the Company and Midco waives, and agrees to cause each of its controlled Affiliates, any conflicts that may arise in connection with, and consents to and agrees to cause each of its controlled Affiliates to consent to, (i) Prior Buyer Counsel representing the Buyer after the Closing and (ii) the communication by Prior Buyer Counsel to the Buyer in any such representation of any fact known to Prior Buyer Counsel, including, in the case of sub-clause (i) and sub-clause (ii), in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with the Company, any of the Acquired Companies or any of their respective controlled Affiliates following the Closing, and the disclosure of any fact in connection with any process undertaken for the resolution of such dispute. Each of the Buyer, Merger Sub, the Company and Midco acknowledges that it, its controlled Affiliates, and the Acquired Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Buyer Counsel. This Section 7.12(b) is for the benefit of the Buyer and Prior Buyer Counsel, and Prior Buyer Counsel is an intended third-party beneficiary of this Section 7.12(b). This Section 7.12(b) will be irrevocable, and no term of this Section 7.12(b) may be amended, waived or modified, without the prior written consent of the Buyer and Prior Buyer Counsel. (c) The covenants, consents, and waivers contained in this Section 7.12 shall not be deemed exclusive of any other rights to which the Prior Company Counsel affected therebyor Prior Buyer Counsel are entitled, whether pursuant to law, contract, or otherwise.

Attorney-Client Privilege. Each of the Parties agrees that it acknowledges, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, subsidiaries (including, following the Closing and with respect to the Buyer, the Company) and parent entities, that: Xxxx Xxxxx LLP (“Xxxx Xxxxx”) has represented the Stockholders and Affiliates of the Company (collectively, the “Privilege Group”) and the Companies shall take all steps necessary Company and its Subsidiaries in one or more matters relating to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxthe negotiation, LLP or other counsel from time to time retained preparation, execution, delivery and performance by Seller Sellers or the Companies prior Company Group of this Agreement or any other agreements or transactions contemplated hereby (including any matter to the Closing extent related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (collectively but excluding in-house counsel who remain employed by each, an ”Existing Representation” and collectively, the Companies after the Closing, “Prior Company CounselExisting Representations”), whether and that, in the event of any post-Closing matters (x) relating to this Agreement or not any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with this Agreement such transactions) and (y) in which Buyer or any of its Affiliates, on the one hand, and the Privilege Group, on the other hand, are or may be adverse to each other, the Privilege Group reasonably anticipates that Xxxx Xxxxx may represent them in connection with such matters. All communications between the Privilege Group and the Company, on the one hand, and Xxxx Xxxxx, on the other hand, to the extent relating to the Existing Representations that would be privileged or confidential communications not subject to disclosure to the Buyer or any of its Affiliates had the Company not been acquired by the Buyer (or which would not otherwise be disclosable to the Buyer or any of its Affiliates without losing any such right of privilege) (the “Privileged Communications”) will be deemed to be attorney-client privileged and the expectation of client confidence relating thereto will belong solely to the Privilege Group and will not pass to or be claimed by the Buyer or the Contemplated TransactionsCompany. Accordingly, shall survive the Closing Buyer and shall remain in effect; provided, thatthe Company will not have access to any Privileged Communications or to the files of Xxxx Xxxxx relating to the Existing Representations without the written consent of the Sellers Representative. Without limiting the generality of the foregoing, from and after the Closing such privilege shall be controlled by Seller Closing, (a) the Privilege Group (and not the Companies Buyer or Purchaserthe Company) will be the sole holders of the attorney-client privilege with respect to the Existing Representations, and neither the Buyer nor the Company will be a holder thereof; (b) to the extent that files of Xxxx Xxxxx in respect of the Existing Representations constitute property of the Company, only the Privilege Group (and not Buyer nor the Company) will hold such property rights; and (c) Xxxx Xxxxx will have no duty whatsoever to reveal or disclose any Privileged Communications to Buyer or the Company by reason of any attorney-client relationship between Xxxx Xxxxx and the Company or otherwise. Any Notwithstanding the foregoing, (i) in the event that a dispute arises between the Buyer or its Affiliates (including the Company), on the one hand, and a third party other than any of the Privilege Group, on the other hand, Buyer and its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications between Prior Company Counsel (including the Privileged Communications) to such third party, (ii) neither the Buyer nor any of its respective Affiliates (including the Company) shall waive, or attempt or purport to waive, such privilege without the prior written consent of the Sellers Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) none of the Privilege Group nor any Company of their respective Affiliates shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives waive such privilege or disclose any conflicts that may arise Privileged Communications other than in connection with the enforcement or defense of their respective rights or obligations under this Agreement or the other agreement or document contemplated by this Agreement. In the event that the Buyer or any of its Affiliates (iincluding the Company) Prior Company Counsel representing Seller after is legally required by order of any Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Closing and Privileged Communications in the reasonable opinion of the Buyer’s counsel, then Buyer will promptly (ii) the communication by Prior Company Counsel to Sellerand, in any such representationevent, of any fact known to Prior Company Counsel, including within seven (7) Business Days) notify the Sellers Representative in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any writing so that members of the Companies following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company CounselPrivilege Group can seek a protective order. This Section 9.17 5.9 is for the benefit of Seller the Privilege Group and Prior Company CounselXxxx Xxxxx, and Prior Company Counsel Xxxx Xxxxx is an intended third-party beneficiary of this Section 9.175.9. This Section 9.17 shall be irrevocable, and no No term of this Section 9.17 5.9 may be amended, waived or modified, modified without the prior written consent of Seller the Sellers Representative and the Prior Company Counsel affected therebyXxxx Xxxxx.

Attorney-Client Privilege. Each of the Parties parties hereby irrevocably acknowledges and agrees that it that, solely for purposes of any Legal Proceeding, indemnification claim, dispute or procedure following the Effective Time under this Agreement or any other agreement entered into in connection herewith or therewith in which the Surviving Corporation, any of its subsidiaries, the Parent or any of the Parent’s affiliates are adverse to any Company Indemnitee, all privileged communications between counsel, on the one hand, and the Companies shall take all steps necessary to ensure that Company or any privilege attaching as a result Company Indemnitee (or any representative or agent of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxthe Company), LLP or on the other counsel from time to time retained by Seller or the Companies hand, prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company Counsel”), whether in each case made for the purpose of providing or not obtaining legal advice in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement or the Contemplated Transactionsany other agreement entered into in connection herewith or therewith, shall survive the Closing are privileged communications between such party and shall remain in effect; provided, that, counsel and from and after the Closing such privilege shall be do not pass to Parent notwithstanding the transactions contemplated hereby and instead remain with and are controlled by Seller the Company Indemnitees (the “Privileged Communications”). Parent and not the Companies Surviving Corporation, together with their respective affiliates, successors or Purchaser. Any communications between Prior Company Counsel and assigns, agree that no person may use or rely on any Company shall be excluded from of the Contemplated Transactions. In additionPrivileged Communications, each whether located in email accounts of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to SellerSurviving Corporation or otherwise, in any such representationLegal Proceeding, indemnification claim, or dispute or procedure following the Closing under this Agreement or any other agreement entered into in connection herewith or therewith in which the Parent or the Surviving Corporation or any of their respective affiliates are adverse to any fact known Company Indemnitee. Parent, the Surviving Corporation and their respective affiliates will not assert that Parent (or the Surviving Corporation or any other affiliate of the Parent) has the right to Prior Company Counsel, including waive the attorney-client privilege with respect to any Privileged Communication in connection with any negotiationsuch Legal Proceeding, arbitrationindemnification claim, mediation, litigation or dispute or procedure following the Effective Time under this Agreement or any other proceeding agreement entered into in any way related to a dispute with either Purchaser connection herewith or therewith in which the Parent or the Surviving Corporation or any of their respective affiliates are adverse to Company Indemnitee. The Parties have caused this Agreement and Plan of Merger to be executed and delivered as of the Companies following date set forth above. a Delaware corporation By: /s/ Axx Xxxx Name: Axx Xxxx Title: CEO & President a Delaware corporation By: /s/ Axx Xxxx Name: Axx Xxxx Title: CEO & President a Delaware corporation By: /s/ Mxxxx Xxxxx Name: Mxxxx Xxxxx Title: Chief Executive Officer For purposes of the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of Agreement (including this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.Exhibit A):

Attorney-Client Privilege. (a) Each of the Parties party agrees that it and the Companies shall take all steps necessary use commercially reasonable efforts to ensure that any attorney-client privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxto any communications among Nevers, LLP Palazzo, Packard, Wxxxxxxxxx & Wynner, PC or other counsel from time to time retained by Seller or the Companies KEG prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company KEG Counsel”)) on the one hand, whether and KEG or not in connection with this Agreement or any Founding Member, on the Contemplated Transactionsother hand, to the extent related to the transactions contemplated herein (the “Prior Representation”) shall survive the Closing and shall remain in effect; provided, however, that, from and after the Closing Closing, such attorney-client privilege shall be controlled by Seller the Founding Members and not the Companies KEG or Purchaser. Any communications between Prior Company Counsel PHI. (b) PHI and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives KEG waive any conflicts that may arise in connection with (i) Prior Company KEG Counsel representing Seller the Founding Members after the Closing solely to the extent as a result of the Prior Representation and (ii) the communication by Prior Company KEG Counsel to Sellerthe Founding Members, in any such representationwith respect to the Prior Representation, of any fact known to Prior Company KEG Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser PHI, KEG or any of the Companies Founding Members following the ClosingClosing solely to the extent related to the Prior Representation, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications between KEG or any Founding Member, on the one hand, and Prior KEG Counsel, on the other hand, exclusively related to the transactions contemplated herein shall be deemed to be attorney-client confidences that belong solely to the Founding Members (and not KEG) (the “Pre-Closing Communications”). Accordingly, KEG shall not be transferred ownership of any such Pre-Closing Communications or the files of Prior KEG Counsel relating to such engagement from and after the Closing, and all books, records and other materials of KEG in any medium (including electronic copies) constituting or solely containing or reflecting Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Founding Members effective as of the Closing. From and after the Closing, PHI and KEG shall use commercially reasonable efforts to maintain the confidentiality of all such material and information. Each of Purchaser and Seller party acknowledges that it and the Companies have has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this AgreementSection 11.15, including the opportunity to consult with counsel other than Prior Company KEG Counsel. This Notwithstanding anything to the contrary contained in this Section 9.17 is for 11.15, in the benefit of Seller and Prior Company Counselevent that a dispute arises between PHI or KEG, on the one hand, and Prior Company Counsel is an intended thirda Person other than a party hereto or a Founding Member, on the other hand, after the Closing, PHI and KEG may assert any such attorney-client privilege, confidences or protection to prevent disclosure to such third party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyconfidential communications.

Attorney-Client Privilege. (a) Each of the Parties party agrees that it and the Companies shall take all steps necessary use commercially reasonable efforts to ensure that any attorney-client privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxto any communications among Nevers, LLP Palazzo, Packard, Wxxxxxxxxx & Wynner, PC or other counsel from time to time retained by Seller or the Companies KCCO prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company KCCO Counsel”)) on the one hand, whether and KCCO or not in connection with this Agreement or any Founding Member, on the Contemplated Transactionsother hand, to the extent related to the transactions contemplated herein (the “Prior Representation”) shall survive the Closing and shall remain in effect; provided, however, that, from and after the Closing Closing, such attorney-client privilege shall be controlled by Seller the Founding Members and not the Companies KCCO or Purchaser. Any communications between Prior Company Counsel PHIL. (b) PHIL and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives KCCO waive any conflicts that may arise in connection with (i) Prior Company KCCO Counsel representing Seller the Founding Members after the Closing solely to the extent as a result of the Prior Representation and (ii) the communication by Prior Company KCCO Counsel to Sellerthe Founding Members, in any such representationwith respect to the Prior Representation, of any fact known to Prior Company KCCO Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser PHIL, KCCO or any of the Companies Founding Members following the ClosingClosing solely to the extent related to the Prior Representation, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. In addition, all communications between KCCO or any Founding Member, on the one hand, and Prior KCCO Counsel, on the other hand, exclusively related to the transactions contemplated herein shall be deemed to be attorney-client confidences that belong solely to the Founding Members (and not KCCO) (the “Pre-Closing Communications”). Accordingly, KCCO shall not be transferred ownership of any such Pre-Closing Communications or the files of Prior KCCO Counsel relating to such engagement from and after the Closing, and all books, records and other materials of KCCO in any medium (including electronic copies) constituting or solely containing or reflecting Pre- Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Founding Members effective as of the Closing. From and after the Closing, PHIL and KCCO shall use commercially reasonable efforts to maintain the confidentiality of all such material and information. Each of Purchaser and Seller party acknowledges that it and the Companies have has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this AgreementSection 11.15, including the opportunity to consult with counsel other than Prior Company KCCO Counsel. This Notwithstanding anything to the contrary contained in this Section 9.17 is for 11.15, in the benefit of Seller and Prior Company Counselevent that a dispute arises between PHIL or KCCO, on the one hand, and Prior Company Counsel is an intended thirda Person other than a party hereto or a Founding Member, on the other hand, after the Closing, PHIL and KCCO may assert any such attorney-client privilege, confidences or protection to prevent disclosure to such third party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyconfidential communications.

Attorney-Client Privilege. Each of Following the Parties Closing, the Buyers and each Acquired Company agrees that it and the Companies shall take all reasonable steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Ropes & Xxxx LLP, Xxxxxx XxxxxxxXxxxxxxx, LLP Nagashima Ohno & Tsunematsu or other counsel from time to time retained by Seller an Acquired Company or the Companies any of its respective Subsidiaries prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company Acquired Companies Counsel”), whether or not ) providing advice in connection with this Agreement or the negotiation, execution and consummation of the Contemplated Transactions, shall survive the Closing and shall remain in effect; provided, that, provided that from and after the Closing such privilege shall be controlled by Seller the Sellers’ Representatives and not the Companies such Acquired Company or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactionsits Subsidiaries. In addition, each of Purchaser the Buyers and Seller each Acquired Company (on behalf of itself and its respective Subsidiaries) waives any conflicts that may arise in connection with (ia) Prior Company Acquired Companies Counsel representing any Seller after the Closing in connection with the Contemplated Transactions or any dispute arising in connection therewith and (iib) the communication by Prior Company Acquired Companies Counsel to any Seller, in any such representation, of any fact known to Prior Company Acquired Companies Counsel, including without limitation in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser any Buyer or any of the Companies Acquired Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser the Buyers and Seller each Acquired Company acknowledges that it and the Companies have has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this AgreementSection 8.8, including without limitation the opportunity to consult with counsel other than Prior Company Acquired Companies Counsel. This Section 9.17 8.8 is for the benefit of Seller the Sellers and each Prior Company Acquired Companies Counsel, and Sellers and each Prior Company Acquired Companies Counsel is an are intended third-third party beneficiary beneficiaries of this Section 9.178.8. This Section 9.17 8.8 shall be irrevocable, and no term of this Section 9.17 8.8 may be amended, waived or modified, without the prior written consent of Seller the Sellers’ Representatives and the Prior Company Acquired Companies Counsel affected thereby.

Attorney-Client Privilege. Each of the Parties agrees that it Buyer and the Companies Company (on behalf of itself and its Affiliates) waives and shall take all steps necessary not assert, and agrees after the Closing to ensure that cause its Affiliates to waive and to not assert, any privilege attaching as a result attorney-client privilege, attorney work-product protection or expectation of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxclient confidence with respect to any communication between any Prior Company Counsel, LLP or other counsel from time to time retained by Seller on the one hand, and any Designated Person or the Companies Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”) made prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company Counsel”), whether or not in connection with this Agreement or the Contemplated Transactions, shall survive the Closing and shall remain in effect; provided, that, from and after the Closing such privilege shall be controlled by Seller and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any the negotiation, arbitrationpreparation, mediationexecution, litigation or other proceeding in any way related to a dispute with either Purchaser or any delivery and performance of the Companies following the Closingthis Agreement, and the disclosure consummation of the transactions contemplated by this Agreement, or any such fact advice given to any Pre-Closing Designated Person by any Prior Company Counsel during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any process undertaken for Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the resolution Company and their respective Affiliates, it being the intention of the parties hereto that all rights to such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks ofPre-Closing Privileges, and reasonable available alternatives toall rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 is for the benefit of Seller and Prior Company CounselHolder Representative, and Prior Company Counsel is an intended third-party beneficiary shall not pass to or be claimed or used by Buyer or the Company, except as provided in the last sentence of this Section 9.1712.17(b). This Section 9.17 Furthermore, each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any such advice given to or communication with any of the Designated Persons 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 irrevocableowned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and no term a third party other than a Designated Person, on the other hand, the Company shall use reasonable best efforts (and shall cause its Affiliates to use reasonable best efforts) to assert the Pre-Closing Privileges on behalf of this Section 9.17 the Designated Persons to prevent disclosure of Privileged Materials to such third party; provided, however, that such privilege may be amended, waived or modified, without only with the prior written consent of Seller and the Prior Company Counsel affected therebyHolder Representative.

Attorney-Client Privilege. Each The Buyer (on behalf of itself and its Subsidiaries, including the Parties Company and its Subsidiaries) waives and shall not assert, and agrees that it to cause its Subsidiaries (including the Company and the Companies shall take all steps necessary its Subsidiaries) to ensure that waive and to not assert, any privilege attaching as a result attorney-client privilege, attorney work-product protection, or expectation of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time client confidence with respect to time retained by Seller or the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “any communication between Prior Company Counsel, on the one hand, and any Designated Person or the Company (collectively, the “Pre-Closing Designated Persons”), whether or not any advice given to any Pre-Closing Designated Person by Prior Company Counsel, in each case to the extent relating solely to any of the Existing Representations (collectively, “Pre-Closing Privileges”) in connection with this Agreement or the Contemplated Transactions, shall survive the any Post-Closing and shall remain in effect; provided, that, from and after the Closing such privilege shall be controlled by Seller and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company CounselRepresentation, including in connection with any negotiationdispute between any Designated Person and one or more of the Buyer and its respective Subsidiaries (including the Company and its Subsidiaries), arbitrationit being the intention of the parties hereto that all rights to such Pre-Closing Privileges, mediation, litigation and all rights to the waiver or other proceeding in any way related control of such Pre-Closing Privilege, shall be retained by the Seller, and shall not pass to a dispute with either Purchaser or be claimed or used by the Buyer, the Company or any of the Companies following Company’s Subsidiaries, except as provided in the Closing, and the disclosure last sentence of any such fact in connection with any process undertaken for the resolution of such disputethis Section 10.8(b). Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives toFurthermore, the waivers, permissions Buyer (on behalf of itself and other provisions of this Agreementits Subsidiaries, including the opportunity Company and its Subsidiaries) acknowledges and agrees that any advice given to consult or communication with counsel any of the Designated Persons included within the Pre-Closing Privileges shall not be subject to any joint privilege (whether the Company or any of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than Prior a Designated Person, on the other hand, the Buyer shall (and shall cause its Subsidiaries, including the Company Counsel. This Section 9.17 is for and its Subsidiaries, to) assert the benefit Pre-Closing Privileges on behalf of Seller and Prior Company Counselthe Designated Persons to prevent disclosure of Privileged Materials to such third party; provided, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocablehowever, and no term of this Section 9.17 that such privilege may be amended, waived or modified, without only with the prior written consent of Seller and the Prior Company Counsel affected therebySeller.

Attorney-Client Privilege. Each All communications involving attorney-client confidences between a Company stockholder, its affiliates or the Company and Xxxxxxxxx specifically related to the negotiation, documentation and consummation of the Parties agrees that it Merger and the Companies shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or transactions contemplated hereby (the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company CounselProtected Communications”), whether or not in connection with this Agreement or the Contemplated Transactions, shall survive the Closing and shall remain in effect; provided, that, from and after the Closing such privilege ) shall be controlled by Seller deemed to be attorney-client confidences and communications that belong solely to such Company stockholder and their affiliates, and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any of the Companies Surviving Corporation, following the Closing, and may be waived only by the Stockholder Representative. Absent the consent of the Stockholder Representative, neither Parent nor the Surviving Corporation shall have a right to access attorney-client privileged material of the Company related to the Merger and the transactions contemplated hereby following the Closing and neither the Parent nor the Surviving Corporation shall assert that the attorney-client privilege of the Company specifically related to the Merger 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 Corporation or were otherwise within the records of the Surviving Corporation after the Closing). Notwithstanding the foregoing, (y) if a dispute arises between the Company, Parent or any of its subsidiaries or Affiliates, on the one hand, and a third party other than the stockholders of the Company, on the other hand, then Parent may assert the attorney-client privilege to prevent the disclosure of the Protected Communications to such third party and (z) if Parent is legally required by Governmental Order (any such fact in connection request or order, a “Legal Request”) to access or obtain a copy of all or a portion of the Protected Communications, Parent shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any process undertaken for such Legal Request. In the resolution event of such dispute. Each any Legal Request, Parent shall promptly notify the Stockholder Representative in writing (prior to the disclosure by Parent of Purchaser any Protected Communications to the extent legally permitted) so that the Stockholder Representative can seek a protective order and Seller acknowledges that it Parent agrees to use reasonable best efforts (at the sole cost and expense of the Companies have had the opportunity Stockholder Representative) 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 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyassist therewith.

Attorney-Client Privilege. Each Parent, on behalf of its itself and its Affiliates (including the Parties agrees that it and the Acquired Companies shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after following the Closing) (Parent and all such other Persons, “Parent Related Parties”), hereby waives any claim that Ropes & Xxxx LLP (“Prior Company Counsel”), whether or not ) in connection with this Agreement or its subject matter or the Contemplated Transactions has a conflict of interest or is otherwise prohibited from representing any Holder, the Holders’ Representative or any of their respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any Parent Related Parties or any other matter involving this Agreement or its subject matter or the Contemplated Transactions, in each case, after the Closing Date, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more Parent Related Parties and even though Prior Company Counsel may have represented one or more of the Acquired Companies in a matter substantially related to such dispute or other matter. Parent, on behalf of the Parent Related Parties, hereby covenants and agrees, that, as to all communications between Prior Company Counsel, on the one hand, and any Seller Related Parties or any Acquired Company (with respect to the Acquired Companies, solely prior to the Closing), on the other hand, that relate to this Agreement or the Contemplated Transactions, the attorney-client privilege and the expectation of client confidence belong to and shall be controlled by the Holders’ Representative or applicable Holder, and shall not pass to or be claimed by any Parent Related Parties. This Section 7.7 shall survive the Closing and shall remain in effecteffect following the Closing. Without limitation of the foregoing, no Parent Related Parties may use or rely on any communications protected by attorney-client privilege described in the second sentence of this Section 7.7 in any claim, dispute, action, suit or proceeding against or involving any of the Seller Related Parties. Notwithstanding the foregoing, if after the Closing a dispute arises between Parent or the Acquired Companies, on the one hand, and a third party other than (and unaffiliated with) the Holders, on the other hand, then the Company (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Prior Company Counsel; provided, thathowever, from and after the Closing that neither Parent nor any Acquired Company may waive such privilege shall be controlled by Seller and not without the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In addition, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any prior written consent of the Companies following the ClosingHolders’ Representative, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser and Seller acknowledges that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks ofwhich consent shall not be unreasonably withheld, 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 Counseldelayed or conditioned. This Section 9.17 7.7 is for the benefit of the Seller Related Parties and Prior Company Counsel, and the Seller Related Parties and Prior Company Counsel is an intended third-are express third party beneficiary beneficiaries of this Section 9.177.7. This Section 9.17 7.7 shall be irrevocable, and no term of this Section 9.17 7.7 may be amended, waived or modified, without the prior written consent of Seller each of the Holders and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. (a) Each of the Parties agrees that it Parent, Merger Sub and the Companies Company hereby waives and shall take all steps necessary not assert, and agrees after the Closing Date to ensure that cause any privilege attaching as a result other applicable Affiliates of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxthe Company to waive and to not assert, LLP any conflict of interest arising out of or relating to the representation, after the Closing Date (the “Post-Closing Representation”), of the Shareholder Representative, one or more Shareholders, the Company, or any of its Subsidiaries or other Affiliates, or any of their respective officers, employees or directors (any such person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby, by any legal counsel from time to time retained by Seller or the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company Counsel”), whether or not ) currently representing any Designated Person in connection with this Agreement or any other agreements or transactions contemplated hereby (the Contemplated Transactions“Current Representation”). Without limiting the foregoing, shall survive Parent, Merger Sub and the Company agree that, following the Closing Date, Prior Company Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement and shall remain in effect; providedthe transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Prior Company Counsel prior to the Closing Date, and Parent, Merger Sub and the Company (on behalf of itself and its Subsidiaries and Affiliates) hereby agree that, from and in the event that a dispute arises after the Closing Date between Parent, Merger Sub, the Company, any Affiliate or any Subsidiary of the Company, on the one hand, and any Designated Person, on the other hand, Prior Company Counsel may represent one or more Designated Persons in such dispute even though the interests of such Person(s) may be directly adverse to Parent, Merger Sub, the Company, its Affiliates or its Subsidiaries and even though Prior Company Counsel may have represented the Company or its Affiliates or Subsidiaries in a matter substantially related to such dispute. (b) Each of Parent and Merger Sub waives and shall not assert, and agrees after the Closing Date to cause the Company and its Affiliates to waive and to not assert, any attorney-client privilege shall be controlled by Seller and not the Companies or Purchaser. Any communications with respect to all communication between any Prior Company Counsel and any Designated Person that relate to the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Parent, Merger Sub, the Company and their respective Affiliates, it being the intention of the parties hereto that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Shareholder Representative. Furthermore, each of Parent and Merger Sub acknowledges and agrees that any advice given to or communication with any of 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 Contemplated Transactions. In additionpurchase, each and the Shareholder Representative shall cause such privileged communications to be separated or, to the extent not capable of Purchaser being separated from the books and Seller waives any conflicts that may arise in connection with records, redacted from the books and records of the Company and distributed to the Shareholder Representative (ion behalf of the applicable Designated Persons) Prior Company Counsel representing Seller after immediately prior to the Closing and (ii) Date with no copies of such privileged communications retained by the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any of its Subsidiaries, provided that, for the Companies following avoidance of doubt, the Closingremaining 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 take, and the disclosure of any such fact in connection with any process undertaken for the resolution of such disputeto cause their respective Affiliates to take, all steps necessary to implement this Section 9.14. Each of Purchaser Parent and Seller Merger Sub each hereby acknowledges that it and the Companies have 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 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 9.14 shall be irrevocable, and no term of this Section 9.17 9.14 may be amended, waived or modified, without the prior written consent of Seller the Shareholder Representative and the its Affiliates and Prior Company Counsel affected thereby.

Attorney-Client Privilege. Each of the Parties Buyer, the Sellers and the Sellers’ Representative agrees that it and the Companies Company shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Ropes & Xxxx LLP; Xxxxx Xxxxxxx Xxxxxx Xxxxxxx, LLP or other counsel from time to time retained by Seller or the Companies Company prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closingcollectively, “Prior Company Counsel”), whether or not in connection with this Agreement or the Contemplated TransactionsTransaction, shall survive the Closing and shall remain in effect; provided, that, provided that from and after the Closing such privilege shall be controlled by Seller the Sellers and not the Companies or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated TransactionsCompany. In addition, each of Purchaser the Buyer, the Sellers and Seller waives the Sellers’ Representative waives, and agrees to cause the Company to waive, any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller the Sellers or the Sellers’ Representative after the Closing and (ii) the communication by Prior Company Counsel to Sellerthe Sellers or the Sellers’ Representative, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser Buyer or any of the Companies Company following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. Each of Purchaser the Buyer, the Sellers and Seller the Sellers’ Representative acknowledges that it and the Companies Company have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 9.17 6.07 is for the benefit of Seller the Sellers, Sellers’ Representative and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.176.07. This Section 9.17 6.07 shall be irrevocable, and no term of this Section 9.17 6.07 may be amended, waived or modified, without the prior written consent of Seller the Sellers’ Representative and the Prior Company Counsel affected thereby.

Attorney-Client Privilege. Each (a) If the Sellers’ Representative or the Seller Member so desire, and without the need for any consent or waiver by Xxxxx (Buyer having hereby consented thereto or waived), then Xxxxxx Xxxx LLP (the “Existing Counsel”) shall be permitted to represent the Sellers’ Representative or any Seller Member after the Closing in connection with any matter related to the Transactions or any disagreement or dispute relating thereto. Without limiting the generality of the Parties agrees that it and the Companies shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxxforegoing, LLP or other counsel from time to time retained by Seller or the Companies prior to the Closing (collectively but excluding in-house counsel who remain employed by the Companies after the Closing, “Prior Company Counsel”), whether or not in connection with this Agreement or the Contemplated Transactions, shall survive the Closing and shall remain in effect; provided, that, from and after the Closing such privilege Existing Counsel shall be controlled by permitted to represent the Sellers’ Representative or any Seller Member, any of their agents and not the Companies Affiliates, or Purchaser. Any communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In additionone or more of them, each of Purchaser and Seller waives any conflicts that may arise in connection with (i) Prior Company Counsel representing Seller after the Closing and (ii) the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitrationtransaction or dispute (including any Action) with Buyer, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser the Company or any of their agents or Affiliates under or relating to this Agreement, the Companies Transactions, and any related matter, such as claims or disputes arising under other agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Immediately following the Closing, the Company shall cease to have any attorney-client relationship with the Existing Counsel, unless and to the extent the Existing Counsel is specifically engaged in writing by the Company to represent it after the Closing. Any such representation of the Company by the Existing Counsel after the Closing shall not affect the foregoing provisions hereof. (b) Buyer further agrees that, as to all privileged communications among the Existing Counsel and the disclosure Company, the Sellers’ Representative, any Seller Member and/or any of their respective Affiliates and all attorney work product that in either case relate to the negotiation, documentation and consummation of the Transactions (collectively the “Protected Information”), the attorney-client privilege, the expectation of client confidence, all attorney work product protections and all similar protections belong to the Sellers’ Representative or any such fact Seller Member, as applicable, and not Buyer or the Company or any of their Affiliates, and may be controlled by the Sellers’ Representative or any such Seller Member and shall not pass to or be claimed by Buyer or the Company or any Affiliate thereof, to the extent such privilege has not been waived. The Protected Information is the property of the Sellers’ Representative or the Seller Members, as applicable, and from and after the Closing neither the Company nor Buyer, or any Person purporting to act on behalf of or through either of them or any of their Affiliates, will seek to obtain such communications or work product, whether by seeking a waiver of the attorney-client privilege or attorney work product protection or through other means, in each case to the extent the privilege with respect to such Protected Information has not been waived. The Protected Information may be used by the Sellers’ Representative, any Seller Member and/or any of their Affiliates in connection with any process undertaken dispute that relates in any way to the Transactions, including in any claim for indemnification brought by any Buyer Indemnitee. Notwithstanding the resolution of such dispute. Each of Purchaser and Seller acknowledges foregoing, in the event that it and the Companies have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives toa dispute arises between Buyer, the waivers, permissions Company and other provisions of this Agreement, including the opportunity to consult with counsel a third party (other than Prior a party to this Agreement or any of their respective Affiliates) after the Closing, the Company Counsel. This Section 9.17 is for may assert the benefit attorney-client privilege and/or attorney work product protections to prevent disclosure of Seller and Prior confidential communications by the Existing Counsel to such third party, to the extent the privilege has not been waived; provided, however, that the Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 shall be irrevocable, and no term of this Section 9.17 may be amended, waived or modified, not waive such privilege without the prior written consent of Seller the Sellers’ Representative. All communications (including all privileged communications) in any form or format whatsoever between or among the Existing Counsel, on the one hand, and the Prior Company Counsel affected therebyor any of its directors, officers, employees, or other representatives, on the other hand, to the extent they do not relate to the negotiation, documentation, and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by the Company, or any dispute arising under this Agreement or the Transactions (collectively, the “Non-Deal Communications”), shall, to the extent privileged, remain privileged after the Closing, and the Non-Deal Communications and the expectation of client confidence relating thereto shall belong solely to and be controlled by the Company, and shall not pass to or be claimed or retained by Seller Representative or any Seller Member.

Attorney-Client Privilege. Each Buyer waives and shall not assert, and agrees after the Closing to cause the Surviving Company and its Subsidiaries to waive and to not assert, any attorney-client privilege with respect to any communication between any Prior Company Counsel and the Company, its Subsidiaries or any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the Parties agrees parties hereto that it all rights to such attorney-client privilege and the Companies to control such attorney-client privilege shall take all steps necessary to ensure that any privilege attaching as a result of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP or other counsel from time to time be retained by Seller the Founders. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, Merger Sub or the Companies prior Surviving Corporation or its Subsidiaries and a third party other than a party to the Closing (collectively but excluding in-house counsel who remain employed by the Companies this Agreement after the Closing, “the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by any Prior Company Counsel”)Counsel to such third party; provided, however, that the Surviving Corporation may not have access to such confidential communications or waive such privilege without the prior written consent of a majority of the Founders. Furthermore, Buyer acknowledges and agrees that any advice given to or communication with any of the Designated Persons (other than the Company and its Subsidiaries) shall not be subject to any joint privilege (whether or not in connection with this Agreement the Company or the Contemplated Transactions, shall survive the Closing one more of its Subsidiaries also received such advice or communication) and shall remain in effect; provided, that, from be owned solely by such Designated Persons (other than the Company and after its Subsidiaries). All books and records of the Closing Company containing any such privilege shall be controlled by Seller and not the Companies or Purchaser. Any privileged communications between Prior Company Counsel and any Company shall be excluded from the Contemplated Transactions. In additionpurchase, each and shall be distributed to the Founders (on behalf of Purchaser and Seller waives any conflicts that may arise in connection with (ithe applicable Designated Persons) Prior Company Counsel representing Seller after immediately prior to the Closing and (ii) with no copies retained by the communication by Prior Company Counsel to Seller, in any such representation, of any fact known to Prior Company Counsel, including in connection with any negotiation, arbitration, mediation, litigation or other proceeding in any way related to a dispute with either Purchaser or any of the Companies following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such disputeits Subsidiaries. Each of Purchaser and Seller Buyer hereby acknowledges that it and the Companies have 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 9.17 is for the benefit of Seller and Prior Company Counsel, and Prior Company Counsel is an intended third-party beneficiary of this Section 9.17. This Section 9.17 11.17 shall be irrevocable, and no term of this Section 9.17 11.17 may be amended, waived or modified, without the prior written consent of Seller the Founders and the Prior Company Counsel affected thereby.