Common use of Company Representation Clause in Contracts

Company Representation. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Unitholders and their respective Affiliates (individually and collectively, the “Unitholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Unitholder Group (or any member of the Unitholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Group (or any member of the Unitholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will & Xxxxx LLP, the Representative, the Company and/or any Unitholder in connection with this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without the consent of the Representative, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of Buyer and the Surviving Company.

Company Representation. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Unitholders and their respective Affiliates (individually and collectively, the “Unitholder Group”)Seller, on the one hand, and the Company and its SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated herebythereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Unitholder Group (or any member of the Unitholder Group) Seller or any director, member, partner, officer, or employee or Affiliate of the Representative, the Company or the Unitholder Group (or any member of the Unitholder Group) Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its SubsidiariesCompany, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer Buyer, Seller and Merger Sub the Company further agree that, as to all communications among XxXxxxxxx Will & Xxxxx LLP, the RepresentativeCompany, the Company and/or any Unitholder Seller and their respective Affiliates in connection with this Agreement or any matter, including without limitation in connection with the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilegeprivileges) belongs to the Representative and, if applicable, the Unitholders Seller and may be controlled by the Representative Seller and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without the consent of the RepresentativeSeller, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of Buyer and the Surviving Company.

Company Representation. Each Recognizing that Counsel has acted as legal counsel to Seller, the Company Group, and their Affiliates prior to the Closing, and that Counsel intends to act as legal counsel to Seller and certain of their Affiliates after the Closing, Buyer (including on behalf of the Parties Company Group following the Closing) hereby agreesirrevocably waives, on its own behalf and on behalf of agrees to cause its directorsAffiliates to waive, members, partners, officers, employees and Affiliates, any conflicts that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Unitholders and their respective Affiliates (individually and collectively, the “Unitholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, arise in connection with Counsel representing Seller and/or their Affiliates after the Closing as such representation may relate to Buyer, the Company Group, or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller and/or their Affiliates in the course of the negotiation, preparationdocumentation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, hereby will be deemed to be attorney-client confidences that belong solely to Seller and/or their Affiliates (and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel not to the Representative, the Unitholder Group (or any member of the Unitholder Company Group) or any director, member, partner, officer, employee or Affiliate of the Representative). Accordingly, the Company Group will not have access to any such communications, or to the Unitholder Group (files of Counsel relating to engagement, whether or any member not the Closing will have occurred. Without limiting the generality of the Unitholder foregoing, upon and after the Closing, (a) Seller and/or their Affiliates (and not the Company Group) in connection with any litigation, claim or obligation arising out will be the sole holders of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will & Xxxxx LLP, the Representative, the Company and/or any Unitholder in connection with this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege with respect to such engagement, and no member of the Company Group will be a holder thereof, (b) to the extent that files of Counsel in respect of such engagement constitute property of the client, only Seller and/or their Affiliates (and not the Company Group) will hold such property rights, and (c) Counsel will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group by reason of any attorney-client relationship between Counsel and the expectation of client confidence (Company Group or otherwise. Notwithstanding anything to the contrary contained in the foregoing, if a dispute arises between Buyer and the right to waive or assert such privilege) belongs to the Representative andCompany Group, if applicable, the Unitholders and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company a third party (other than a Party or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without respective Affiliates) after the consent of the Representative, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLPClosing, the Representative, HIG Seller, Company Group may assert the Company, or any Unitholder will waive any attorney-client privilege on behalf to prevent disclosure of HIG Holdcoconfidential communications by Counsel to such third party, provided, however, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, Company Group may waive such privilege without the prior written consent of Buyer and the Surviving CompanySeller.

Company Representation. Each of the Parties hereby agreesBuyer, on its own behalf for itself and on behalf of its Subsidiaries (including Merger Sub) and their respective directors, managers, equityholders, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any the Company, for itself and on behalf of the Unitholders its Subsidiaries and their respective Affiliates (individually directors, managers, equityholders, members, partners, officers, employees and collectivelyAffiliates, hereby agree that, in the event that a dispute arises after the Closing between Buyer, the “Unitholder Group”)Surviving Company, its Subsidiaries or any of their Affiliates, on the one hand, and the Company and its SubsidiariesRepresentative, the Blocker Seller, any Designated Unitholder or any of their Affiliates, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will Kxxxxxxx & Xxxxx Exxxx LLP (or any successor) may serve as counsel to represent the Representative, the Blocker Seller, such Designated Unitholder Group (or any member of such Affiliate in such dispute, even though the Unitholder Group) or any director, member, partner, officer, employee or Affiliate interests of the Representative, the Company Blocker Seller, such Designated Unitholder or such Affiliate may be directly adverse to Buyer, the Unitholder Group (or any member of the Unitholder Group) in connection with any litigationSurviving Company, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of its Subsidiaries and/or their Affiliates and even though Kxxxxxxx & Exxxx LLP may have represented the Company and/or any its Subsidiaries in a matter substantially related to such dispute. Buyer, for itself and on behalf of its Subsidiaries (including Merger Sub), and the Company, for itself and on behalf of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will Kxxxxxxx & Xxxxx Exxxx LLP, the Representative, the Company and/or Company, its Subsidiaries and any Unitholder of their respective Affiliates that relate in connection with this Agreement or any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger SubBxxxx, the Surviving Company or any of its their Subsidiaries. The Parties agree Notwithstanding the foregoing, in the event that XxXxxxxxx Will & Xxxxx LLP shall nota dispute arises between Buyer, without the consent of the Representative, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, their Subsidiaries and a third party (other than a party to any advice given in connection with this Agreement and Transaction Document or any Affiliate of any such party) after the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLPClosing, the Representative, HIG Seller, Surviving Company and its Subsidiaries may assert the Company, or any Unitholder will waive any attorney-client privilege on behalf to prevent disclosure of HIG Holdcoconfidential communications by Kxxxxxxx & Exxxx LLP to such third party; provided, however, that neither the Surviving Company, or any of Company nor its Subsidiaries, including in connection with any Third Party Claim, Subsidiaries may waive such privilege without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, all of the client files and records in the possession of Kxxxxxxx & Exxxx LLP related to the Transactions will be property of (and be controlled by) the Representative and neither Buyer and nor the Surviving CompanyCompany nor any of its Subsidiaries shall be entitled to retain copies of, or have access to, any such records.

Company Representation. Each Recognizing that Xxxxxxxxx Xxxxxxxx LLP (“Xxxxxxxxx”) has acted as legal counsel to the Seller and the Company prior to the Closing, and that Xxxxxxxxx intends to act as legal counsel to the Seller after the Closing, the Purchaser (including on behalf of the Parties Company following the Closing) hereby agreesirrevocably waives, on its own behalf and on behalf of agrees to cause its directorsAffiliates to waive, members, partners, officers, employees and Affiliates, any conflicts as to representation that XxXxxxxxx Will & Xxxxx LLP may serve arise in connection with Xxxxxxxxx representing the Seller after the Closing as counsel such representation may be adverse to each and any the Purchaser or the Company (including in respect of the Unitholders and their respective Affiliates transactions contemplated by this Agreement) (individually and collectively, the “Unitholder GroupAdverse Actions”). In addition, in connection with any Adverse Action, all communications involving attorney-client confidences between the Seller, on the one hand, and the Company and its SubsidiariesXxxxxxxxx, on the other hand, in connection with each case, in the course of the negotiation, preparationdocumentation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Unitholder Group (or any member of the Unitholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Group (or any member of the Unitholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of will be deemed to be attorney-client confidences that belong solely to the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree thatSeller, as applicable (and not to all communications among XxXxxxxxx Will & Xxxxx LLP, the RepresentativeCompany). Accordingly, the Company and/or will not have access to any Unitholder such communications in connection with this Agreement any Adverse Action, or to the files of Xxxxxxxxx relating to engagement relating to the transactions contemplated by this Agreement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Seller will be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Company will be a holder thereof, (b) to the extent that files of Xxxxxxxxx in respect of such engagement constitute property of the client, only the Seller will hold such property rights, and (c) Xxxxxxxxx will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Xxxxxxxxx and the expectation of client confidence (and the right to waive or assert such privilege) belongs Company. Notwithstanding anything to the Representative andcontrary contained in the foregoing, if applicablea dispute arises between the Purchaser, the Unitholders Company, and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company a third party (other than a party hereto or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without respective Affiliates) after the consent of the Representative, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLPClosing, the Representative, HIG Seller, Company may assert the Company, or any Unitholder will waive any attorney-client privilege on behalf to prevent disclosure of HIG Holdcoconfidential communications by Xxxxxxxxx to such third party; provided, however, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, Company may waive such privilege without the prior written consent of Buyer and the Surviving CompanySeller.

Company Representation. Each of the Parties parties hereto hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any of the Unitholders Seller, Minority Holders and their respective Affiliates Non-Recourse Parties (individually and collectively, the “Unitholder Sellers Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Unitholder Sellers Group (or any member of the Unitholder Sellers Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Sellers Group (or any member of the Unitholder Sellers Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates any Non-Recourse Party thereof to consent to and waive any conflict of interest arising from such representation. Buyer The decision to represent any of the Seller or the Minority Holders and Merger Sub further agree that, as to all communications among XxXxxxxxx Will their respective Non-Recourse Parties shall be solely that of Xxxxxxxx & Xxxxx LLP, the Representative, . Any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company and/or or any Unitholder of its Subsidiaries in connection with this Agreement or the transactions contemplated by this AgreementAgreement shall survive the Closing and shall remain in effect; provided that, such privilege from and after the attorney-client privilege Closing shall be assigned to and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders and may be controlled by the Representative and shall not pass Representative. In furtherance of the foregoing, each of the parties hereto agrees to or be claimed by Buyer, Merger Sub, take the Surviving steps necessary to ensure that any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP representing the Company or any of its SubsidiariesSubsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be assigned to and controlled by the Representative. The Parties agree that XxXxxxxxx Will As to any privileged attorney-client communications between Xxxxxxxx & Xxxxx LLP shall not, without and the consent of the Representative, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the Parties hereto or any of their respective Non-Recourse Parties after the Closing. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will Xxxxxxxx & Xxxxx LLP, ’s retention by the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, Company or any of its Subsidiaries, including in connection with respective Subsidiaries shall be deemed completed and terminated without any Third Party Claim, without further action by any Person effective as of the prior written consent of Buyer and the Surviving CompanyClosing.

Company Representation. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Unitholders Securityholders and their respective Affiliates (individually and collectively, the “Unitholder Securityholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Unitholder Securityholder Group (or any member of the Unitholder Securityholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Securityholder Group (or any member of the Unitholder Securityholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will & Xxxxx LLP, the Representative, the Company and/or any Unitholder Securityholder in connection with this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders Securityholders and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company Corporation or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without the consent of the Representative, be required to disclose to Buyer or the Surviving Company Corporation or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of Buyer and the Surviving Company.

Company Representation. Each of the Parties hereby agreesParent and Buyer, on its own behalf for themselves and on behalf of its their respective Subsidiaries (including Merger Sub) and their respective directors, equityholders, members, partners, officers, employees and Affiliates, hereby agree that, in the event that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of a dispute arises after the Unitholders and their respective Affiliates (individually and collectivelyClosing between Parent, Buyer, Blocker, the “Unitholder Group”)Surviving Company and/or its Subsidiaries, on the one hand, and the Company and its SubsidiariesRepresentative, Blocker Seller or any Unitholder, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to represent the Representative, Blocker Seller or such Unitholder in such dispute, even though the Unitholder Group (or any member of the Unitholder Group) or any director, member, partner, officer, employee or Affiliate interests of the Representative, Blocker Seller or such Unitholder may be directly adverse to Parent, Buyer, Blocker, the Surviving Company or the Unitholder Group (or any member of the Unitholder Group) in connection with any litigationand/or its Subsidiaries and even though Xxxxxxxx & Xxxxx LLP may have represented Blocker, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its SubsidiariesSubsidiaries in a matter substantially related to such dispute. Parent, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will Xxxxxxxx & Xxxxx LLP, the Representative, the Company and/or Company, and of its Subsidiaries and any Unitholder of their respective Affiliates that relate in connection with this Agreement or any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders and may be controlled by the Representative and shall not pass to or be claimed by Parent, Buyer, Merger SubBlocker, the Surviving Company or any of its their Subsidiaries. The Parties agree Notwithstanding the foregoing, in the event that XxXxxxxxx Will a dispute arises between Parent, Buyer, Blocker, the Surviving Company or any of their Subsidiaries and a third party (other than a party to any Transaction Document or any Affiliate of any such party) after the Closing, Blocker, the Surviving Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP shall notto such third party; provided, however, that neither Blocker nor the Surviving Company or its Subsidiaries may waive such privilege without the prior written consent of the Representative. In addition, all of the client files and records in the possession of Xxxxxxxx & Xxxxx LLP related to the Transactions will be required to disclose to Buyer or property of (and be controlled by) the Representative and neither Blocker nor the Surviving Company or any of its SubsidiariesSubsidiaries shall be entitled to retain copies of, or have access to, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of Buyer and the Surviving Companysuch records.

Company Representation. Each of the Parties hereby agreesParent and Merger Sub, on its own behalf for themselves and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Unitholders and their respective Affiliates (individually and collectivelySubsidiaries, hereby agrees that, in the event that a dispute arises after the Closing between Parent, Merger Sub, the “Unitholder Group”)Surviving Company and/or its Subsidiaries, on the one hand, and the Company and its SubsidiariesEquityholders’ Representative or any Equityholder, on the other hand, Xxxxxxxxxx PC may represent the Equityholders’ Representative or such Equityholder in connection with such dispute, even though the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation interests of the transactions contemplated herebyEquityholders’ Representative or such Equityholder may be directly adverse to Parent, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the RepresentativeMerger Sub, the Unitholder Group (or any member of the Unitholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Surviving Company or the Unitholder Group (or any member of the Unitholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of and/or its Subsidiaries and even though Xxxxxxxxxx PC may have represented the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of Subsidiaries in a matter substantially related to such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representationdispute. Buyer Parent and Merger Sub further agree that, as to all pre-Closing communications among XxXxxxxxx Will & Xxxxx LLPPolsinelli PC, the Equityholders’ Representative, the Company and/or Company, and of its Subsidiaries and any Unitholder of their respective Affiliates that relate in connection with this Agreement or any way to the transactions contemplated by this Agreementhereby, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders and may be controlled by the Equityholders’ Representative and shall not pass to or be claimed by BuyerParent, Merger Sub, the Surviving Company or any of its their Subsidiaries. The Parties agree Notwithstanding the foregoing, in the event that XxXxxxxxx Will & Xxxxx LLP shall nota dispute arises between Parent, without the consent of the RepresentativeMerger Sub, be required to disclose to Buyer or the Surviving Company or any of its Subsidiaries, their Subsidiaries and a third party (other than a party to any advice given in connection with this Agreement and Transaction Document or any Affiliate of any such party) after the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLPClosing, the Representative, HIG Seller, Surviving Company and its Subsidiaries may assert the Company, or any Unitholder will waive any attorney-client privilege on behalf to prevent disclosure of HIG Holdcoconfidential communications by Xxxxxxxxxx PC to such third party; provided, however, that neither the Surviving Company, or any of Company nor its Subsidiaries, including in connection with any Third Party Claim, Subsidiaries may waive such privilege without the prior written consent of Buyer the Equityholders’ Representative. In addition, all of the client files and records in the Surviving Company.possession of Xxxxxxxxxx PC related to the transactions contemplated hereby will be property of (and be controlled by) the Equityholders’ Representative and neither the Company nor any of its Subsidiaries shall be entitled to retain copies of, or have access to, any such records. [Signature Pages Follow]

Company Representation. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx Sidley Austin LLP may serve as counsel to each and any of the Unitholders and their respective Affiliates (individually and collectively, the “Unitholder Group”)Seller Entities, on the one hand, and the Company Companies and its their Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery - 87 - of this Agreement and the consummation of the transactions contemplated herebyTransactions, and that, following consummation of the transactions contemplated herebyTransactions, XxXxxxxxx Will & Xxxxx Sidley Austin LLP (or any successor) may serve as counsel to the Representative, the Unitholder Group Seller Entities (or any member of the Unitholder GroupSeller Entities) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Unitholder Group Seller Entities (or any member of the Unitholder GroupSeller Entities) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiariesrepresentation, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree agrees that, as to all communications among XxXxxxxxx Will & Xxxxx Sidley Austin LLP, the RepresentativeSeller, Parent and/or the Company and/or Companies or any Unitholder of their Subsidiaries in connection with this Agreement or any matter, including without limitation in connection with the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Unitholders Seller and may be controlled by the Representative Seller and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Company Companies or any of its their Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx Sidley Austin LLP shall not, without the consent of the RepresentativeSeller, be required to disclose to Buyer or Buyer, the Surviving Company Companies or any of its their Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything in this section to the contrary, from and after Closing and except in connection with any dispute or Proceeding involving the Parties related to the subject matter of this Agreement, none of XxXxxxxxx Will & Xxxxx LLP, the Representative, HIG Seller, the Company, or any Unitholder will waive any attorney-client privilege on behalf of HIG Holdco, the Surviving Company, or any of its Subsidiaries, including in connection with any Third Party Claim, without the prior written consent of Buyer and the Surviving CompanyTransactions.