Common use of Conflict Waiver; Privilege Clause in Contracts

Conflict Waiver; Privilege. Purchaser, on behalf of itself and its Affiliates, including, for all periods from and after the Closing, the Company Groups (collectively, the “Purchaser Related Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”) has a conflict of interest or is otherwise prohibited from representing Sellers or any of their Affiliates or Representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing period, the Company Groups) attorney-client privilege, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale of the Companies or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of a dispute between any of the Purchaser Related Parties, on the one hand, and a Third Party, on the other hand, or any other circumstance in which a Third Party requests or demands that any of the Purchaser Related Parties produce privileged materials or attorney work-product of Sellers or their Affiliates, Purchaser shall cause the applicable Purchaser Related Parties to assert such attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product to such Third Party. Purchaser and Sellers acknowledge and agree that the attorney-client privilege, attorney-work product protection and expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one hand, and the Purchaser Related Parties, on the other hand, shall be subject to a joint privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of Purchaser, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellers, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except in accordance with Section 14.19, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitely.

Conflict Waiver; Privilege. Purchaser, Parent and Merger Sub on behalf of itself themselves and its Affiliates, including, for all periods from and after the Closing, the Company Groups their Affiliates (collectively, the “Purchaser Parent Related Parties”), hereby waiveswaive, and agrees agree not to allege, any claim that Xxxxxx & Xxxxxx L.L.P. Xxxxx Lord LLP (“Sellers’ Nutex’s Counsel”) has a conflict of interest or is otherwise prohibited from representing Sellers Nutex (prior to the Effective Time) or the Surviving Entity (after the Effective Time), any Nutex Member or any of their respective Affiliates or Representatives (“Seller Nutex Related Parties”) in any post-Closing matter or dispute with any of the Purchaser Parent Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Nutex Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Parent Related Parties. PurchaserParent, on behalf of itself and all other Purchaser Parent Related Parties, acknowledges and agrees that Sellers’Nutex’s (prior to the Effective Time), each Nutex Members’ and each of their Affiliate’s (including’s, for the pre-Closing period, the Company Groups) attorney-client privilege, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale Merger, or Nutex or its Subsidiaries, each of the Companies transactions contemplated herein, or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers the Nutex Members and their Affiliates, and may be waived only by Sellersthe Nutex Representative. Purchaser and Sellers The Parties acknowledge and agree that (ia) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Parent Related Parties upon consummation of the Closing, and (iib) in the event of a dispute between any of the Purchaser Parent Related Parties, on the one hand, and a Third Partythird party, on the other hand, or any other circumstance in which a Third Party third party requests or demands that any of the Purchaser Parent Related Parties produce privileged materials or attorney work-product of Sellers Nutex (prior to the Effective Time) or the Surviving Entity (after the Effective Time), any Nutex Member or their Affiliates, Purchaser Parent shall cause the applicable Purchaser Parent Related Parties to assert such attorney-client privilege on behalf of Sellers Nutex (prior to the Effective Time) or the Surviving Entity (after the Effective Time), the Nutex Members or their Affiliates to prevent disclosure of privileged materials or attorney work-product to such Third Party. Purchaser and Sellers acknowledge and agree that the attorney-client privilege, attorney-work product protection and expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one hand, and the Purchaser Related Parties, on the other hand, shall be subject to a joint privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of Purchaser, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such Partythird party. This Section 14.19 12.21 is for the benefit of SellersNutex (prior to the Effective Time), the Seller Related Parties and Sellers’ CounselNutex Members, and Seller Related Parties Nutex’s Counsel and Sellers’ Counsel such parties are express third-party beneficiaries of this Section 14.1912.21. This Section 14.19 12.21 shall be irrevocable, and no term of this Section 14.19 12.21 may be amended, waived or modified, except in accordance with Section 14.19, and with modified without the prior written consent of the Seller Related Party affected therebyNutex Representative. This Section 14.19 12.21 shall survive the Closing and shall remain in effect indefinitely.

Conflict Waiver; Privilege. PurchaserBuyer and Sellers agree that, on behalf notwithstanding any current or prior representation of itself and any of the Seller Representative or the Company or any of its Affiliates by Holland & Xxxx LLP (“Seller Counsel”), Seller Counsel shall be allowed to represent the Seller Representative, any Seller or any of a Seller’s respective Affiliates in any matters and/or disputes adverse to Buyer or the Company, or any of their respective Affiliates, includingthat either is existing on the date hereof or that arises in the future and relates to the negotiation, preparation, execution, delivery and performance of this Agreement or any Ancillary Document, or any of the transactions contemplated hereunder or thereunder, and Buyer (for itself and, for all periods from and after the Closing, the Company Groups and its subsidiaries) and Sellers hereby (collectively, the “Purchaser Related Parties”), hereby waives, and agrees not to allege, a) waive any claim they have or may have that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”) Seller Counsel has a conflict of interest or is otherwise prohibited from representing engaging in such representation, and (b) agree that, in the event that a dispute arises after Closing in connection with the foregoing between Buyer, the Company, or either of their respective Affiliates (on the one hand) and Sellers or any of their Sellers’ respective Affiliates (on the other hand), Seller Counsel may represent the Seller Representative, a Seller or Representatives (“such Affiliate of Seller Related Parties”) in any post-Closing matter or such dispute with any of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one Sellers or more of the Seller Related Parties in such matter or dispute Affiliate may be directly adverse to Buyer, the interests Company, or any of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’their respective Affiliates, and each of their Affiliate’s even though Seller Counsel may have represented the Company or its subsidiary in a matter substantially related to such dispute. Buyer (includingfor itself and, for all periods after the pre-Closing periodClosing, the Company Groupsand its subsidiaries) attorney-client privilegealso further agrees that, attorney work-product protection as to all communications among Seller Counsel and expectation the Company and its subsidiaries, Sellers and the Seller Representative, and any of client confidence solely their respective Affiliates that relate in any way to the extent involving negotiation, preparation, execution, delivery and performance of this Agreement and the actual and any proposed sale of the Companies or any other transaction contemplated by this AgreementAncillary Documents, and the transactions contemplated hereunder and thereunder, including all information right, title and documents covered by such privilege, protection or expectation shall be retained interest in and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of a dispute between any of the Purchaser Related Parties, on the one hand, and a Third Party, on the other hand, or any other circumstance in which a Third Party requests or demands that any of the Purchaser Related Parties produce privileged materials or attorney work-product of Sellers or their Affiliates, Purchaser shall cause the applicable Purchaser Related Parties to assert such attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product to such Third Party. Purchaser and Sellers acknowledge and agree that communications, the attorney-client privilege, attorney-work product protection and the expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one handconfidence, and the Purchaser Related Parties, on the all other hand, shall be subject rights to a joint any evidentiary privilege belong to and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived controlled exclusively by (i) Sellers or their Affiliates without the prior written consent of PurchaserSeller Representative and shall not be deemed to have ever been conveyed, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior passed to, or after claimed by Buyer or any of its Affiliates or, following the Closing DateClosing, by the Company or its subsidiaries, as it relates to the contemplation, negotiation or drafting of this Agreement and the Ancillary Documents (including preparation of the Disclosure Schedules). Accordingly, no Person other than the Seller Representative controls the attorney-client privilege with respect to such privileged communication or is able to waive the privilege. In the event that Buyer is legally required by any matter for which Governmental Authority to access or obtain a Party has an indemnification obligation hereundercopy of all or a portion of such privileged communications, Buyer shall be subject entitled to access or obtain a copy of and disclose such privileged communications to the sole control of extent necessary to comply with any such Partylegal requirement; provided that, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellersextent legally permissible, the Seller Related Parties Representative is provided with prompt written notice of any such requirement prior to such access and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except in accordance with Section 14.19, and with the prior written consent of disclosure so that the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing Representative may in its sole discretion and shall remain in effect indefinitelycost and expense, seek a protective order or other appropriate remedy.

Conflict Waiver; Privilege. Purchaser(a) Xxxxx Lord LLP has acted as counsel to Holdings LP and the Southcross Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions. The AMID Entities agree, and shall cause the Southcross Companies to agree, that, following consummation of the Transactions, such representation and any prior representation of the Southcross Companies by Xxxxx Lord LLP (or any successor) (the “Southcross Law Firm”) shall not preclude the Southcross Law Firm from serving as counsel to Holdings LP or any director, member, shareholder, partner, officer or employee of Holdings GP or Holdings LP, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the SXE Merger Agreement, the Transactions or the SXE Merger Transactions. (b) The AMID Entities shall not, and shall cause the Southcross Companies not to, seek or have the Southcross Law Firm disqualified from any such representation based upon the representation of the Southcross Companies by the Southcross Law Firm prior to the Closing. Each of the parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.13 shall not be deemed exclusive of any other rights to which the Southcross Law Firm is entitled whether pursuant to law, contract or otherwise. (c) All communications prior to the Closing between Holdings GP, Holdings LP or the Southcross Companies, on behalf the one hand, and the Southcross Law Firm, on the other hand, solely relating to the negotiation, preparation, execution and delivery of itself this Agreement and its Affiliatesthe consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Holdings LP and shall not pass to or be claimed by the AMID Entities, includingSXH Holdings or the Contributed Companies. Accordingly, for all periods the AMID Entities and the Southcross Companies shall not have access to any Privileged Communications or to the files of the Southcross Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) Holdings LP (and not the Company Groups (collectivelyAMID Entities, SXH Holdings or the “Purchaser Related Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”Contributed Companies) has a conflict of interest or is otherwise prohibited from representing Sellers or any of their Affiliates or Representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any shall be the sole holders of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing period, the Company Groups) attorney-client privilegeprivilege with respect to such engagement, attorney work-product protection and expectation none of client confidence solely the AMID Entities or the Southcross Companies shall be a holder thereof, (ii) to the extent involving the actual and any proposed sale that files of the Companies Southcross Law Firm in respect of such engagement constitute property of the client, only Holdings LP (and not the AMID Entities, SXH Holdings or any other transaction contemplated by this Agreement, the Contributed Companies) shall hold such property rights and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (iiii) the foregoing Southcross Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client privilegecommunications or files to the AMID Entities or the Southcross Companies by reason of any attorney-client relationship between the Southcross Law Firm and the Southcross Companies or otherwise. Notwithstanding the foregoing, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of that a dispute arises between any of the Purchaser Related PartiesAMID Entities or their Affiliates (including, following the Closing, SXH Holdings and the Contributed Companies), on the one hand, and a Third Partythird party other than Holdings LP, on the other hand, or any other circumstance in which a Third Party requests or demands that any of such AMID Entity and its Affiliates (including, following the Purchaser Related Parties produce privileged materials or attorney work-product of Sellers or their AffiliatesClosing, Purchaser shall cause SXH Holdings and the applicable Purchaser Related Parties to Contributed Companies) may assert such the attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product confidential communications to such Third Party. Purchaser and Sellers acknowledge and agree third party; provided, however, that neither any AMID Entity nor any of its Affiliates (including, following the attorney-client privilegeClosing, attorney-work product protection and expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one hand, SXH Holdings and the Purchaser Related Parties, on the other hand, shall be subject to a joint Contributed Companies) may waive such privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of PurchaserHoldings LP, which consent shall not be unreasonably withheld, conditioned or (ii) delayed. In the event that any AMID Entity or any of its Affiliates (including, following the Purchaser Related Parties without Closing, SXH Holdings and the prior written consent Contributed Companies) is legally required by an order of Sellers; provideda Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control extent (x) permitted by Law, and (y) advisable in the opinion of such PartyAMID Entity’s counsel, which then such AMID Entity shall be solely entitled to control the assertion or waiver of the privilege or protectionimmediately (and, whether or not such information is in the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellersany event, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except within five Business Days) notify Holdings LP in accordance with Section 14.19, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitelywriting so that Holdings LP can seek a protective order.

Conflict Waiver; Privilege. PurchaserBuyer and Seller agree that, on behalf notwithstanding any current, future, or prior representation of itself any of the Seller, either Company or any of their respective Affiliates by Xxxxxxx & Xxxx LLP and its Alonso Law Limited (individually and collectively, “Seller Counsel”), Seller Counsel shall be allowed to represent Seller or any of Seller’s respective Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Buyer or the Company Entities, or any of their respective Affiliates, includingthat either is existing on the date hereof or that arises in the future and relates to this Agreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder (or any alternative transaction contemplated or pursued by Seller or either Company with respect to the Property prior to the date hereof), and Buyer (for itself and, for all periods from and after the Second Closing, with respect to Nugget Sparks, or any period after Buyer’s acquisition of all of the Company Groups Membership Interests in Smooth Bourbon, if and when applicable, with respect to Smooth Bourbon) and Seller hereby (collectively, the “Purchaser Related Parties”), hereby waives, and agrees not to allege, a) waive any claim they have or may have that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”) Seller Counsel has a conflict of interest or is otherwise prohibited from representing Sellers engaging in such representation, and (b) agree that, in the event that a dispute arises after a Closing between Buyer, the Company Entities, or either of their respective Affiliates (on the one hand) and Seller or any of their Seller’s respective Affiliates (on the other hand), Seller Counsel may represent Seller or Representatives (“such Affiliate of Seller Related Parties”) in any post-Closing matter or such dispute with any of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one Seller or more of the Seller Related Parties in such matter or dispute Affiliate may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing periodBuyer, the Company Groups) attorney-client privilegeEntities, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale of the Companies or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and of their respective Affiliates, and even though Seller Counsel may be waived only by Sellershave represented a Company in a matter substantially related to such dispute. Purchaser and Sellers acknowledge and agree that Buyer (i) for itself and, for all periods after the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Second Closing, and (ii) in the event of a dispute between any of the Purchaser Related Parties, on the one hand, and a Third Party, on the other handwith respect to Nugget Sparks, or any other circumstance period after Buyer’s acquisition of all of the Membership Interests in which a Third Party requests or demands that Smooth Bourbon, if and when applicable, with respect to Smooth Bourbon) also further agrees that, as to all communications among Seller Counsel and Seller, the Company Entities, and any of their respective Affiliates that relate in any way to this Agreement and the Purchaser Related Parties produce privileged materials other Transaction Documents, and the transactions contemplated hereunder and thereunder (or attorney work-product of Sellers any alternative transaction contemplated or their Affiliatespursued by Seller or either Company with respect to the Property prior to the date hereof), Purchaser shall cause the applicable Purchaser Related Parties to assert such attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product including all right, title and interest in and to such Third Party. Purchaser and Sellers acknowledge and agree that communications, the attorney-client privilege, attorney-work product protection and the expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one handconfidence, and the Purchaser Related Parties, on the all other hand, shall be subject rights to a joint any evidentiary privilege belong to and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived controlled exclusively by (i) Sellers or their Affiliates without the prior written consent of PurchaserSeller and shall not be deemed to have ever been conveyed, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior passed to, or after claimed by Buyer or any of its Affiliates or, following the Second Closing Date, (with respect to Nugget Sparks) or any matter for which a Party has an indemnification obligation hereunderperiod after Buyer’s acquisition of all of the Membership Interests in Smooth Bourbon, shall be subject if and when applicable (with respect to Smooth Bourbon), in either case as it relates to the sole control contemplation, negotiation or drafting of such Party, which shall be solely entitled to control this Agreement and the assertion or waiver other Transaction Documents (including preparation of the Disclosure Schedules). Accordingly, no Person other than Seller controls the attorney-client privilege with respect to such communication or protection, whether or not such information is in able to waive the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellers, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except in accordance with Section 14.19, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitelyprivilege.

Conflict Waiver; Privilege. PurchaserBuyer and Seller agree that, on behalf notwithstanding any current, future, or prior representation of itself any of the Seller, either Company or any of their respective Affiliates by Holland & Xxxx LLP and its Alonso Law Limited (individually and collectively, “Seller Counsel”), Seller Counsel shall be allowed to represent Seller or any of Seller’s respective Affiliates in any matters and/or disputes (or any other matter), including any matter or dispute adverse to Buyer or the Company Entities, or any of their respective Affiliates, includingthat either is existing on the date hereof or that arises in the future and relates to this Agreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder (or any alternative transaction contemplated or pursued by Seller or either Company with respect to the Property prior to the date hereof), and Buyer (for itself and, for all periods from and after the Second Closing, with respect to Nugget Sparks, or any period after Buyer’s acquisition of all of the Company Groups Membership Interests in Smooth Bourbon, if and when applicable, with respect to Smooth Bourbon) and Seller hereby (collectively, the “Purchaser Related Parties”), hereby waives, and agrees not to allege, a) waive any claim they have or may have that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”) Seller Counsel has a conflict of interest or is otherwise prohibited from representing Sellers engaging in such representation, and (b) agree that, in the event that a dispute arises after a Closing between Buyer, the Company Entities, or either of their respective Affiliates (on the one hand) and Seller or any of their Seller’s respective Affiliates (on the other hand), Seller Counsel may represent Seller or Representatives (“such Affiliate of Seller Related Parties”) in any post-Closing matter or such dispute with any of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one Seller or more of the Seller Related Parties in such matter or dispute Affiliate may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing periodBuyer, the Company Groups) attorney-client privilegeEntities, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale of the Companies or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and of their respective Affiliates, and even though Seller Counsel may be waived only by Sellershave represented a Company in a matter substantially related to such dispute. Purchaser and Sellers acknowledge and agree that Buyer (i) for itself and, for all periods after the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Second Closing, and (ii) in the event of a dispute between any of the Purchaser Related Parties, on the one hand, and a Third Party, on the other handwith respect to Nugget Sparks, or any other circumstance period after Buyer’s acquisition of all of the Membership Interests in which a Third Party requests or demands that Smooth Bourbon, if and when applicable, with respect to Smooth Bourbon) also further agrees that, as to all communications among Seller Counsel and Seller, the Company Entities, and any of their respective Affiliates that relate in any way to this Agreement and the Purchaser Related Parties produce privileged materials other Transaction Documents, and the transactions contemplated hereunder and thereunder (or attorney work-product of Sellers any alternative transaction contemplated or their Affiliatespursued by Seller or either Company with respect to the Property prior to the date hereof), Purchaser shall cause the applicable Purchaser Related Parties to assert such attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product including all right, title and interest in and to such Third Party. Purchaser and Sellers acknowledge and agree that communications, the attorney-client privilege, attorney-work product protection and the expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one handconfidence, and the Purchaser Related Parties, on the all other hand, shall be subject rights to a joint any evidentiary privilege belong to and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived controlled exclusively by (i) Sellers or their Affiliates without the prior written consent of PurchaserSeller and shall not be deemed to have ever been conveyed, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior passed to, or after claimed by Buyer or any of its Affiliates or, following the Second Closing Date, (with respect to Nugget Sparks) or any matter for which a Party has an indemnification obligation hereunderperiod after Buyer’s acquisition of all of the Membership Interests in Smooth Bourbon, shall be subject if and when applicable (with respect to Smooth Bourbon), in either case as it relates to the sole control contemplation, negotiation or drafting of such Party, which shall be solely entitled to control this Agreement and the assertion or waiver other Transaction Documents (including preparation of the Disclosure Schedules). Accordingly, no Person other than Seller controls the attorney-client privilege with respect to such communication or protection, whether or not such information is in able to waive the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellers, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except in accordance with Section 14.19, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitelyprivilege.

Conflict Waiver; Privilege. Purchaser, on behalf of itself and its Affiliates, including, for all periods from and after the Closing, the Company Groups Group (collectively, the “Purchaser Related Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxx & Xxxxxx Bxxxx Bxxxx L.L.P. (“Sellers’ Counsel”) has a conflict of interest or is otherwise prohibited from representing Sellers or any of their Affiliates or Representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing period, the Company Groups) Group), attorney-client privilege, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale of the Companies or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of a dispute between any of the Purchaser Related Parties, on the one hand, and a Third Party, on the other hand, or any other circumstance in which a Third Party requests or demands that any of the Purchaser Related Parties produce privileged materials or attorney work-product of Sellers or their Affiliates, Purchaser shall cause the applicable Purchaser Related Parties to assert such attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product to such Third Party. Purchaser and Sellers acknowledge and agree that the attorney-client privilege, attorney-work product protection and expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one hand, and the Purchaser Related Parties, on the other hand, shall be subject to a joint privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of Purchaser, or (ii) any of the Purchaser Related Parties without the prior written consent of Sellers; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such Party. This Section 14.19 14.20 is for the benefit of Sellers, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.1914.20. This Section 14.19 14.20 shall be irrevocable, and no term of this Section 14.19 14.20 may be amended, waived or modified, except in accordance with Section 14.1914.20, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 14.20 shall survive the Closing and shall remain in effect indefinitely.

Conflict Waiver; Privilege. Purchaser(a) Xxxxx Lord LLP has acted as counsel to Holdings LP and the Southcross Companies in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions. The AMID Entities agree, and shall cause the Southcross Companies to agree, that, following consummation of the Transactions, such representation and any prior representation of the Southcross Companies by Xxxxx Lord LLP (or any successor) (the “Southcross Law Firm”) shall not preclude the Southcross Law Firm from serving as counsel to Holdings LP or any director, member, shareholder, partner, officer or employee of Holdings GP or Holdings LP, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the SXE Merger Agreement, the Transactions or the SXE Merger Transactions. (b) The AMID Entities shall not, and shall cause the Southcross Companies not to, seek or have the Southcross Law Firm disqualified from any such representation based upon the representation of the Southcross Companies by the Southcross Law Firm prior to the Closing. Each of the parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 9.13 shall not be deemed exclusive of any other rights to which the Southcross Law Firm is entitled whether pursuant to law, contract or otherwise. (c) All communications prior to the Closing between Holdings GP, Holdings LP or the Southcross Companies, on behalf the one hand, and the Southcross Law Firm, on the other hand, solely relating to the negotiation, preparation, execution and delivery of itself this Agreement and its Affiliatesthe consummation of the Transactions (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Holdings LP and shall not pass to or be claimed by the AMID Entities, includingSXH Holdings or the Contributed Companies. Accordingly, for all periods the AMID Entities and the Southcross Companies shall not have access to any Privileged Communications or to the files of the Southcross Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) Holdings LP (and not the Company Groups (collectivelyAMID Entities, SXH Holdings or the “Purchaser Related Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”Contributed Companies) has a conflict of interest or is otherwise prohibited from representing Sellers or any of their Affiliates or Representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any shall be the sole holders of the Purchaser Related Parties related to or involving this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing period, the Company Groups) attorney-client privilegeprivilege with respect to such engagement, attorney work-product protection and expectation none of client confidence solely the AMID Entities or the Southcross Companies shall be a holder thereof, (ii) to the extent involving the actual and any proposed sale that files of the Companies Southcross Law Firm in respect of such engagement constitute property of the client, only Holdings LP (and not the AMID Entities, SXH Holdings or any other transaction contemplated by this Agreement, the Contributed Companies) shall hold such property rights and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (iiii) the foregoing Southcross Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client privilegecommunications or files to the AMID Entities or the Southcross Companies by reason of any attorney-client relationship between the Southcross Law Firm and the Southcross Companies or otherwise. Notwithstanding the foregoing, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of that a dispute arises between any of the Purchaser Related PartiesAMID Entities or their Affiliates (including, following the Closing, SXH Holdings and the Contributed Companies), on the one hand, and a Third Partythird party other than Holdings LP, on the other hand, or any other circumstance in which a Third Party requests or demands that any of such AMID Entity and its Affiliates (including, following the Purchaser Related Parties produce privileged materials or attorney work-product of Sellers or their AffiliatesClosing, Purchaser shall cause SXH Holdings and the applicable Purchaser Related Parties to Contributed Companies) may assert such the attorney-client privilege on behalf of Sellers or their Affiliates to prevent disclosure of privileged materials or attorney work-product confidential communications to such Third Party. Purchaser and Sellers acknowledge and agree third party; provided, however, that neither any AMID Entity nor any of its Affiliates (including, following the attorney-client privilegeClosing, attorney-work product protection and expectation of client confidence involving general business matters related to the Companies and arising prior to the Closing for the benefit of Sellers and their Affiliates, on the one hand, SXH Holdings and the Purchaser Related Parties, on the other hand, shall be subject to a joint Contributed Companies) may waive such privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of PurchaserHoldings LP, which consent shall not be unreasonably withheld, conditioned or (ii) delayed. In the event that any AMID Entity or any of its Affiliates (including, following the Purchaser Related Parties without Closing, SXH Holdings and the prior written consent Contributed Companies) is legally required by an order of Sellers; provideda Governmental Authority or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control extent (x) permitted by Law, and (y) advisable in the opinion of such PartyAMID Entity’s counsel, which then such AMID Entity shall be solely entitled to control the assertion or waiver of the privilege or protectionimmediately (and, whether or not such information is in the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellersany event, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries of this Section 14.19. This Section 14.19 shall be irrevocable, and no term of this Section 14.19 may be amended, waived or modified, except within five Business Days) notify Holdings LP in accordance with Section 14.19, and with the prior written consent of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitelywriting so that Holdings LP can seek a protective order.

Conflict Waiver; Privilege. Purchaser(a) Each of the Parties acknowledges and agrees, on its own behalf and on behalf of itself its directors, members, partners, officers, employees, and its AffiliatesAffiliates that Carle, Mackie, Power & Xxxx, LLP (“CMPR”) represents the Company, the Seller and the Stockholders. After the Closing, it is possible that CMPR will represent the Seller Indemnified Parties in connection with the transactions contemplated hereby or by any of the Ancillary Documents to which they may be party, including, for all periods from without limit, any claims made hereunder or thereunder, and after the Closingexercise of their respective rights hereunder or thereunder. Each of the Buyer Indemnified Parties waives any conflict of interest arising therefrom. Notwithstanding any provision herein to the contrary, the Company Groups (collectivelyBuyer Indemnified Parties do not waive, the “Purchaser Related Parties”), hereby waives, and agrees not nor shall be required to allegewaive, any claim right to object to the representation by CMPR of any of the Seller Indemnified Parties to the extent that Xxxxxx & Xxxxxx L.L.P. (“Sellers’ Counsel”) CMPR has a conflict of interest or is otherwise prohibited with the Buyer Indemnified Parties arising other than (i) from representing Sellers or any of their Affiliates or Representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any CMPR representation of the Purchaser Related Parties related to or involving Company, the Seller and the Stockholders in the preparation, negotiation and execution of this Agreement (including the negotiation hereof) or and the transactions contemplated hereby, even though or (ii) the interests fact of CMPR’s representation of the Stockholders, the Seller and/or the Target Companies prior to Closing. (b) The Buyer Indemnified Parties hereby irrevocably acknowledge and agree (i) that any attorney-client privilege arising from oral or written communications prior to the Closing Date between any one or more officers, directors, employees, equity holders (including the Stockholders) of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Purchaser Related Parties. Purchaser, on behalf of itself and all other Purchaser Related Parties, acknowledges and agrees that Sellers’, and each of their Affiliate’s (including, for the pre-Closing period, the Company Groups) attorney-client privilege, attorney work-product protection and expectation of client confidence solely to the extent involving the actual and any proposed sale of the Companies or any other transaction contemplated by this Agreement, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Sellers and their Affiliates, and may be waived only by Sellers. Purchaser and Sellers acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by any of the Purchaser Related Parties upon consummation of the Closing, and (ii) in the event of a dispute between any of the Purchaser Related PartiesTarget Companies, on the one hand, and a Third PartyCMPR, on the other hand, which relate to this Agreement and Exhibits hereto and including the Disclosure Schedules) or any other circumstance in which a Third Party requests or demands that the transactions contemplated hereby (collectively, the “Designated Communications”), shall be excluded from any of the Purchaser Related Parties produce privileged materials or attorney work-product property, rights, privileges, powers, franchises and other interests that are possessed by and/or vested in the Target Companies at the Closing Date for the purposes of Sellers or their Affiliatesany applicable Law, Purchaser shall cause the applicable Purchaser Related Parties to assert (ii) that such attorney-client privilege on behalf shall be deemed held by the Seller Indemnified Parties, and that no Buyer Indemnified Party shall have any right to waive any such attorney-client privilege at any time after the Closing Date, (iii) not to offer into evidence any Designated Communication protected by any such attorney-client privilege in any Proceeding involving any of Sellers the Buyer Indemnified Parties or their Affiliates the Seller Indemnified Parties, and (iv) to waive any right to discover or otherwise obtain from any such Persons any Designated Communication protected by such attorney-client privilege. Notwithstanding the foregoing sentence, the Buyer Indemnified Parties shall have the right to waive any such attorney-client privilege, offer into evidence any such Designated Communication protected by such attorney-client privilege, and discover or otherwise obtain from any such Persons any Designated Communication protected by such attorney-client privilege as reasonably necessary to defend the Target Companies against any Proceedings against them, including in connection with any counterclaims made in any such Proceedings. Except as set forth in the foregoing sentence, in the event that any Proceedings arise after the Closing Date between any of the Buyer Indemnified Parties and a Person other than one of the Seller Indemnified Parties, none of the Buyer Indemnified Parties shall disclose any Designated Communication that is subject to an attorney-client privilege without the prior written consent of the Stockholders; provided, however, that if any of the Buyer Indemnified Parties is required by judicial order or other legal process to make such disclosure, the Buyer shall, if permitted by applicable Law, promptly notify the Stockholders in writing of such requirement (without making disclosure) and shall provide the Stockholders with such reasonable cooperation and assistance as shall be necessary to enable the Seller Indemnified Parties to seek to prevent disclosure by reason of privileged materials or attorney worksuch attorney-product to such Third Partyclient privilege. Purchaser and Sellers For the avoidance of doubt, the Parties hereto acknowledge and agree that the attorney-client privilege, attorney-work product protection and expectation of client confidence involving general business matters related to Designated Communications do not include communications between the Target Companies and arising prior to and/or the Closing for Seller or the benefit of Sellers and their AffiliatesStockholders, on the one hand, and the Purchaser Related PartiesCMPR, on the other hand, shall be subject relating to a joint privilege and protection between such parties, which parties shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) Sellers or their Affiliates without the prior written consent of Purchaser, or (ii) any general business matters of the Purchaser Related Parties without the prior written consent of Sellers; providedTarget Companies. (c) The Buyer, however, Holdings and PetIQ acknowledge and agree that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is they have participated fully in the possession of or under the control of such Party. This Section 14.19 is for the benefit of Sellers, the Seller Related Parties and Sellers’ Counsel, and Seller Related Parties and Sellers’ Counsel are express third-party beneficiaries negotiation of this Section 14.19. This Section 14.19 shall be irrevocable11.14, and no term of this Section 14.19 may be amended, waived or modified, except they have been represented by sophisticated legal counsel in accordance with Section 14.19, and connection with the prior written consent preparation hereof and each has had an opportunity to ask such questions and receive such answers of the Seller Related Party affected thereby. This Section 14.19 shall survive the Closing and shall remain in effect indefinitelysuch counsel as they deemed necessary.