Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. The parties acknowledge that the Company and Seller have retained Xxxxxxx Coie LLP (“PC”) to act as its counsel in connection with the transactions contemplated hereby, that PC has not acted a counsel for any other party in connection with the transactions contemplated hereby, and that none of the other parties has the status of a client of PC for conflict of interest or any other purposes as a result thereof. Purchaser hereby agrees that, in the event that a dispute arises after the Closing between Purchaser and Seller, PC may represent Seller in such dispute even though the interests of Seller may be directly adverse to Purchaser or the Company, and even though PC may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for Purchaser or the Company. Purchaser further agrees that, as to all communications between PC and the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Company, and a Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by PC to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of Seller.

Conflicts and Privilege. The parties acknowledge It is acknowledged by each Party that the Company and Seller have has retained Xxxxxxx Coie Xxxxx Xxxxxx & Xxxxxx LLP (“PC”) to act as its counsel in connection with the transactions contemplated hereby, that PC has not acted a counsel for any other party in connection with the transactions contemplated hereby, and that none of the other parties has the status of a client of PC for conflict of interest or any other purposes as a result thereofby this Agreement. Purchaser hereby Xxxxxxxxx agrees that, in the event that a dispute arises after the Closing between Purchaser and Sellerthe Parties, PC Xxxxx Xxxxxx & Xxxxxx LLP may represent Seller in such dispute even though the interests of Seller may be directly adverse to Purchaser or the CompanyGroup Companies, and even though PC Xxxxx Xxxxxx & Xxxxxx LLP may have represented the a Group Company in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Purchaser or the a Group Company. Purchaser further agrees that, as to all communications between PC among Xxxxx Xxxxxx & Xxxxxx LLP, a Group Company, and the Company Seller that primarily relate in any way to the transactions contemplated by this AgreementAgreement and occurring prior to the Closing Time, the attorney-client privilege and the exception expectation of client confidence belongs to Seller and may be controlled by Seller and shall will not pass to or be claimed by Purchaser or the any Group Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Company, Purchaser or a Group Company and a Person third party other than a party to this Agreement Party after the Closing, the applicable Group Company may assert the attorney-client privilege on behalf of Seller to prevent disclosure of confidential communications by PC Xxxxx Xxxxxx & Xxxxxx LLP to such third party; provided, however, that the no Group Company may not waive such privilege without the prior written consent of Seller.

Conflicts and Privilege. The parties acknowledge It is acknowledged by each of the Parties that the Company and Seller have GCL has retained Xxxxxxx Coie Xxxxxxxx LLP (“PC”) to act as its counsel in connection with the transactions contemplated hereby, that PC has not acted a counsel for any other party in connection with the transactions contemplated hereby, and that none of the other parties has the status of a client of PC for conflict of interest or any other purposes as a result thereofby this Agreement. The Purchaser hereby agrees that, in the event that a dispute arises after the Closing between Purchaser and Sellerthe Parties, PC Xxxxxxxx LLP may represent Seller GCL in such dispute even though the interests of Seller GCL may be directly adverse to the Purchaser or the Companycompany, and even though PC Xxxxxxxx LLP may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Purchaser or the Company. The Purchaser further agrees that, as to all communications between PC among Goodmans LLP, the Company, and the Company GCL that relate in any way to the transactions contemplated by this Agreement, the attorneyattorney or solicitor-client privilege and the exception expectation of client confidence belongs to Seller GCL and may be controlled by Seller GCL and shall will not pass to or be claimed by the Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Company, Purchaser or the Company and a Person third party other than a party to this Agreement Party after the Closing, the Company may assert the attorneyattorney or solicitor-client privilege on behalf of GCL to prevent disclosure of confidential communications by PC Xxxxxxxx LLP to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of SellerGCL.

Conflicts and Privilege. The parties acknowledge It is acknowledged by each of the Parties hereto that the Company and Seller have has retained Xxxxxxx Coie Dentons US LLP (“PC”) to act as its counsel in connection with the transactions contemplated hereby, that PC has not acted a counsel for any other party in connection with the transactions contemplated hereby, and that none of the other parties has the status of a client of PC for conflict of interest or any other purposes as a result thereof. Purchaser Buyers hereby agrees agree that, in the event that a dispute arises after the Closing between Purchaser Buyers and/or the Company on the one hand, and Sellerone or both Sellers, PC on the other hand, Dentons US LLP, or its successor, may represent Seller Sellers in such dispute even though the interests of Seller Sellers may be directly adverse to Purchaser or the Company, and even though PC Dentons US LLP may have represented the Company in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Purchaser or the Company. Purchaser Buyers further agrees agree that, as to all communications between PC and among Dentons US LLP or its successor, the Company Company, and/or Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception expectation of client confidence belongs to Seller Sellers and may be controlled by Seller Sellers and shall not pass to or be claimed by Purchaser Buyers or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, Buyers and the Company, on the one hand, and a Person third party other than a party to this Agreement after Sellers, on the Closingother hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by PC to such third party; provided, however, that neither Buyers nor the Company may not waive such privilege without the prior written consent of SellerSellers. [Signatures follow on next page.]