Common use of Attorney Conflict Waiver Clause in Contracts

Attorney Conflict Waiver. (a) ▇▇▇▇▇ Lovells US LLP (“Law Firm”) has acted as counsel for the Seller, its Subsidiaries and the Company (collectively, the “Company Parties”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firm, on the other hand, relate to the Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to Seller, for and on behalf of the Company Parties. Neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of Law Firm, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: (i) Seller, for and on behalf of the Company Parties, and Law Firm shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall be a holder thereof, (ii) to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against the Company Parties.

Attorney Conflict Waiver. (a) Recognizing that ▇▇▇▇▇▇▇▇ Lovells US ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Law Firm”) has acted as legal counsel for to the SellerRepresentative and its Affiliates and the Group Companies prior to the Closing, and that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Hampton LLP intends to act as legal counsel to the Representative and its Subsidiaries Affiliates (which will no longer include the Group Companies) after the Closing, each of Parent and the Company (collectivelyhereby waives, the “Company Parties”) on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with this Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP representing the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser Representative or any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the CompanySellers) after the Closing in connection with as such representation may relate to Parent, any matter related to Group Company or the matters contemplated by this Agreement and any other Transaction Agreements Transaction. In addition, all communications involving attorney-client confidences between the Representative, its Affiliates or any disagreement or dispute relating thereto Group Company and may ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Hampton LLP in connection therewith represent the agents or Affiliates course of the Company Parties (other than the Company)negotiation, in any documentation and consummation of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firm, on the other hand, relate to the Acquisition Engagement, such communication Transaction shall be deemed to be attorney-client confidences that belong solely to Sellerthe Representative and its Affiliates (and not the Group Companies). Accordingly, for and on behalf of the Company Parties. Neither Purchaser nor any of its Affiliates, including the Company (following the Closing), Group Companies shall not have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications communications, or to the files or work product of Law Firm, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP relating to the extent that they relate to the Acquisition Engagementits engagement, whether or not the Closing occursshall have occurred. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: , (i) Seller, for the Representative and on behalf of its Affiliates (and not the Company Parties, and Law Firm Group Companies) shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagementsuch engagement, and neither Purchaser nor any none of its Affiliates, including the Company (following the Closing), Group Companies shall be a holder thereof, (ii) to the extent that files or work product of Law Firm ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Hampton LLP in respect of the Acquisition Engagement such engagement constitute property of the client, only the Seller, for Representative and on behalf of its Affiliates (and not the other Company Parties, Group Companies) shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications, client communications or files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), Group Companies by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Hampton LLP and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements Group Companies or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against the Company Partiesotherwise.

Attorney Conflict Waiver. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that (ai) ▇▇▇▇▇ Lovells US LLP (“Law Firm”) has acted LP may serve as counsel for the Seller, its Subsidiaries to Seller and the Company (collectively, the “Company Parties”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of its Affiliates (including individually and collectively, the Company, following the Closing“Seller Group”). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firmthe Company and its Subsidiaries, on the other hand, relate to in connection with the Acquisition Engagementnegotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction hereby, and that, following consummation of the Transaction hereby, such communication shall be deemed to be attorney-client confidences that belong solely to Seller, for representation and on behalf any prior representation of the Company Partiesby ▇▇▇▇▇ Lovells US LP (or any successor) shall not preclude ▇▇▇▇▇ Lovells US LP (or any successor) from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, employee or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction and (ii) Purchaser shall not, and shall cause each of the Company and its Subsidiaries not to, seek or have ▇▇▇▇▇ Lovells US LP (or any successor) disqualified from any such representation based upon the prior representation of the Company by ▇▇▇▇▇ Lovells US LP (or any successor). Neither Purchaser nor 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, including the Company (following the Closing), shall have access Affiliates to (and Purchaser hereby waives, on behalf consent to waive any conflict of each, any right of access it may otherwise have with respect to) any interest arising from such communications or the files or work product of Law Firm, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occursrepresentation. Without limiting the generality Each of the foregoingParties acknowledge that such consent and waiver is voluntary, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: (i) Seller, for and on behalf of the Company Partiesthat it has been carefully considered, and Law Firm 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 12.13 are intended to be for the benefit of, and shall be enforceable by, the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, Seller Group’s counsel and neither Purchaser nor any of its Affiliates, including the Company (following the Closing), legal representatives and shall not be a holder thereof, (ii) to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason deemed exclusive of any attorney-client relationship between Law Firm and other rights to which the Company Seller Group’s counsel is entitled whether pursuant to Law, Contract or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against the Company Parties.

Attorney Conflict Waiver. Buyer hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates (aincluding the Acquired Companies following the Closing), that (i) Pillsbury ▇▇▇▇▇▇▇▇ Lovells US ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Law Firm”) has acted may serve as counsel for to the SellerSelling Parties and their respective Affiliates, its Subsidiaries on the one hand, and the Company (collectivelyAcquired Companies, on the “Company Parties”) other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Agreements Agreement and the Transactions Transactions, and that, following consummation of the Transactions, Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (or any successor) may serve as counsel to any of the “Acquisition Engagement”) andSelling Parties and their respective Affiliates or any director, member, shareholder, partner, officer or employee thereof, in connection therewithwith any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation and (ii) Buyer shall not, and shall cause the Acquired Companies not as counsel for to, seek or have Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (or any other Personsuccessor) disqualified from any such representation. Buyer hereby consents thereto and waives any conflict of interest arising therefrom, including Purchaser or and Buyer shall cause any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firm, on the other hand, relate to the Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to Seller, for and on behalf of the Company Parties. Neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of Law Firm, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: (i) Seller, for and on behalf of the Company Parties, and Law Firm shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall be a holder thereof, (ii) to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (Acquired Companies following the Closing) to consent to or waive any conflict of interest arising from such representation. Buyer acknowledges that such consent and its Affiliateswaiver is voluntary, agrees that Purchaser it has been carefully considered, and its Affiliates that Buyer has consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 12.23 are intended to be for the benefit of, and shall not offer into evidence or otherwise attempt to use or assert be enforceable by, the foregoing Attorney-Client Communications, files or work product against the Company Selling Parties.

Attorney Conflict Waiver. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that (a) ▇▇▇▇▇ Lovells US LLP (“Law Firm”) has acted may serve as counsel for the Seller, to each and any Equity Holder and its Subsidiaries Affiliates (individually and the Company (collectively, the “Company PartiesEquity Holder Group”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firmthe Company and its Subsidiaries, on the other hand, relate in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction hereby, and that, following consummation of the Transaction hereby, ▇▇▇▇▇ Lovells (or any successor) may serve as counsel to the Acquisition EngagementEquity Holder Group or any director, such communication shall be deemed to be attorney-client confidences that belong solely to Sellermember, for and on behalf shareholder, partner, officer, employee or Affiliate of the Company PartiesEquity Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction notwithstanding such representation and (b) Purchaser shall not, and shall cause each of the Surviving Corporation and its Subsidiaries not to, seek or have ▇▇▇▇▇ Lovells (or any successor) disqualified from any such representation. Neither Purchaser nor Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any of its Affiliates, including the Company (following the Closing), shall have access Affiliates to (and Purchaser hereby waives, on behalf consent to waive any conflict of each, any right of access it may otherwise have with respect to) any interest arising from such communications or the files or work product of Law Firm, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occursrepresentation. Without limiting the generality Each of the foregoingParties acknowledges that such consent and waiver is voluntary, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: (i) Seller, for and on behalf of the Company Partiesthat it has been carefully considered, and Law Firm shall be that the sole holders of the attorney-client privilege Parties have consulted with respect to the Acquisition Engagementcounsel or have been advised they should do so in connection herewith. The covenants, consent and neither Purchaser nor any of its Affiliates, including the Company (following the Closing), shall be a holder thereof, (ii) to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated waiver contained in this Agreement, any other Transaction Agreements or Section 12.14 are intended to be for the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against the Company Parties.benefit of,

Attorney Conflict Waiver. (a) Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, managers, partners, officers, employees and Affiliates, that S▇▇▇▇▇▇▇ Lovells US ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & H▇▇▇▇▇▇ LLP (the “Law FirmLegal Advisors”) has acted may serve as counsel for to the Seller, its Subsidiaries Seller Parties and the Company their Affiliates (individually and collectively, the “Company PartiesSeller Group”) in connection with this Agreement, the other Transaction Agreements and the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the Company) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firmthe Company, on the other hand, relate to in connection with the Acquisition Engagementnegotiation, such communication shall be deemed to be attorney-client confidences that belong solely to Sellerpreparation, for execution and on behalf delivery of this Agreement and the consummation of the Company Parties. Neither Purchaser nor Transactions (the “Transaction Engagement”), and that, following consummation of the Transactions, either Legal Advisor (or any successor) may serve as counsel to each and any member of its Affiliatesthe Seller Group or any director, manager, partner, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding the Transaction Engagement and each of the Parties (including the Company (following Company) hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from the Closing)Transaction Engagement. B▇▇▇▇ agrees that, shall have access as to (and Purchaser hereby waivesall communications prior to Closing among either Legal Advisor, on behalf of eachthe one hand, any right of access it may otherwise have with respect to) any such communications or and the files or work product of Law FirmCompany, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: (i) Seller, for and on behalf of the Company Seller Parties, and Law Firm shall be their respective Affiliates, on the sole holders of other hand, that relate in any way to the Transaction Engagement, the attorney-client privilege with respect and the expectation of client confidence belongs to the Acquisition Engagement, Seller Parties and neither Purchaser nor any of its Affiliates, including as applicable, and may be controlled by the Seller Parties and its Affiliates and shall not pass to or be claimed by Buyer or the Company, nor shall Buyer or the Company (following the Closing), shall be a holder thereof, (ii) have access to the extent that files or work product of Law Firm in respect of the Acquisition Engagement constitute property of the client, only the Seller, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights, and (iii) Law Firm shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications, files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), by reason of any attorney-client relationship between Law Firm and the Company or otherwise; provided, that, either Legal Advisor relating to the extent any communication is both related and unrelated to the Acquisition Transaction Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser Buyer or any of its Affiliatesthe Company, on the one hand, and any a third party other than a party to this Agreement or part of the Company PartiesSeller Group, on the other hand, concerning after the matters contemplated in this AgreementClosing, any other Transaction Agreements the Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that none of Buyer, the Company or their Affiliates may access such confidential communications or waive such privilege without the Transactionprior written consent of Guardion. Each of Buyer and the Company hereby agrees, Purchaser, for itself on its own behalf and on behalf of its Affiliates directors, managers, partners, officers, employees and Affiliates, that the Legal Advisors may serve as counsel to an a D&O Indemnified Person or the Company (following in connection with any D&O Indemnifiable Claim. This Section 10.13 is for the Closing) benefit of the Seller Group and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing Attorneysuch Persons are intended third-Client Communications, files or work product against the Company Partiesparty beneficiaries of this Section 10.13.

Attorney Conflict Waiver. (a) ▇▇▇▇▇ Lovells US LLP (“Recognizing that the Law Firm”) has Firms have acted as legal counsel for to the SellerRepresentative and its Affiliates and the Group Companies prior to the Closing, and that the Law Firms intend to act as legal counsel to the Representative and its Subsidiaries Affiliates (which will no longer include the Group Companies) after the Closing, each of Parent and the Company (collectivelyhereby waives, the “Company Parties”) on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with this Agreement, the other Transaction Agreements and Law Firms representing the Transactions (the “Acquisition Engagement”) and, in connection therewith, not as counsel for any other Person, including Purchaser or any of Representative and/or its Affiliates (including the Company, following the Closing). Only the Company Parties shall be considered clients of Law Firm in the Acquisition Engagement. If Seller so desires, Law Firm shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties (other than the CompanyEquityholders) after the Closing in connection with any matter related to the matters contemplated by this Agreement and any other Transaction Agreements or any disagreement or dispute relating thereto and as such representation may in connection therewith represent the agents or Affiliates of the Company Parties (other than the Company), in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Purchaser or any of its agents or Affiliates. (b) To the extent that communications prior to the Closing between a Company Party, on the one hand, and Law Firm, on the other hand, relate to the Acquisition EngagementTransactions. In addition, such communication all communications involving attorney-client confidences between the Representative, its Affiliates or any Group Company and the Law Firms in the course of the negotiation, documentation and consummation of the Transactions, to the extent relating to the Transactions, shall be deemed to be attorney-client confidences that belong solely to Sellerthe Representative and its Affiliates (and not the Group Companies). Accordingly, for and on behalf of the Company Parties. Neither Purchaser nor any of its Affiliates, including the Company (following the Closing), Group Companies shall not have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications communications, or to the files or work product of the Law Firm, Firms relating to the extent that they relate its engagement in respect to the Acquisition Engagementsuch communications, whether or not the Closing occursshall have occurred. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company (following the Closing), upon and after the Closing: , (i) Seller, for the Representative and on behalf of its Affiliates (and not the Company Parties, and Law Firm Group Companies) shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagementsuch engagement, and neither Purchaser nor any none of its Affiliates, including the Company (following the Closing), Group Companies shall be a holder thereof, (ii) to the extent that files or work product of the Law Firm Firms in respect of the Acquisition Engagement such engagement constitute property of the client, only the Seller, for Representative and on behalf of its Affiliates (and not the other Company Parties, Group Companies) shall hold such property rights and have the right to waive or modify such property rights, and (iii) the Law Firm Firms shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications, client communications or files or work product to Purchaser or any of its Affiliates, including the Company (following the Closing), Group Companies by reason of any attorney-client relationship between the Law Firm and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Law Firm shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct Law Firm to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company (following the Closing). Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Purchaser or any of its Affiliates, on one hand, Firms and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, any other Transaction Agreements or the Transaction, Purchaser, for itself and on behalf of its Affiliates and the Company (following the Closing) and its Affiliates, agrees that Purchaser and its Affiliates shall not offer into evidence Group Companies or otherwise attempt to use or assert the foregoing Attorney-Client Communications, files or work product against extent relating to the Company PartiesTransactions.