Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by (a) The parties agree that, notwithstanding the fact that Eversheds Sutherland (US) LLP and Xxxxxxxx Xxxxxxxx & Schole LLP (together, the “Company Law Firms”) may have, prior to the Closing, jointly represented the Company, the Sellers Representative and the Sellers in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented the Company and/or its affiliates in connection with matters other than the Transactions, each of Company Law Firm will be permitted in the parties hereto that future, after the Stockholder Representatives may retain existing special counsel Closing, to represent the Sellers Representative, the Sellers or their respective affiliates in connection with matters in which such persons are adverse to the Company (“Counsel”) or any of its affiliates, including any disputes arising out of, or related to, this Agreement. Each of SPAC and OpCo, who is or has the right to act as its be represented by independent counsel in connection with the transactions contemplated herebyTransactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with either Company Law Firm’s future representation of one or more of the Sellers Representative, the Sellers or their respective affiliates in which the interests of such person are adverse to the interests of SPAC, OpCo and/or the Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by a Company Law Firm of the Company, the Sellers Representative, the Sellers or any of their respective affiliates. The Acquiror parties acknowledge and Sub hereby agree that, in for the event that a dispute arises purposes of the attorney-client privilege, the Sellers Representative and the Sellers shall be deemed the clients of each Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating thereto shall belong solely to the Stockholder Representatives Sellers Representative and may the Sellers, shall be controlled by the Stockholder Representatives Sellers Representative and the Sellers and shall not pass to or be claimed by the AcquirorSPAC, Sub, OpCo or the Company or its the Company Subsidiaries. Notwithstanding the foregoing; provided, in the event further, that nothing contained herein shall be deemed to be a dispute arises between the Acquiror, Sub, waiver by the Company or any of its Subsidiaries and a third party other than a party to this Agreement affiliates (including, after the Closing, the Company SPAC, OpCo and its Subsidiaries their respective affiliates) of any applicable privileges or protections that can or may assert the attorney or solicitor-client privilege be asserted to prevent disclosure of confidential any such communications by Counsel to such any third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the 49 Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Stockholders’ Representative (on behalf of the Company Stockholders) has retained Xxxxx Lovells US LLP (“CounselXxxxx”) to act as its counsel in connection with the transactions contemplated herebyTransactions. The Acquiror Purchaser, Merger Subsidiary and Sub the Surviving Corporation hereby agree that, that in the event that a dispute arises after the Closing between Purchaser, the Acquiror and Sub Surviving Corporation and/or their respective Affiliates, on the one hand, and the Stockholder RepresentativesStockholders’ Representative and the Stockholders, Counsel on the other hand, Xxxxx may represent the Stockholder Representatives Stockholders’ Representative and/or the Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders’ Representative and/or the Stockholders may be directly adverse to the Acquiror, SubPurchaser, the Company or its SubsidiariesSurviving Corporation and/or their respective Affiliates, and even though Counsel Xxxxx may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubSurviving Corporation. Purchaser, the Company or its Subsidiaries. Acquiror and Sub Surviving Corporation and/or their respective Affiliates further agree that, as to all communications among CounselXxxxx, the Company, its Subsidiaries and the Stockholders’ Representative and/or any Stockholder Representatives that relate in any way directly to the transactions contemplated by this AgreementTransactions prior to the Closing, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders’ Representative and the Stockholders and may be controlled by the Stockholder Representatives Stockholders’ Representative and Stockholders and shall not pass to or be claimed by Purchaser, Merger Subsidiary, or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, and/or the AcquirorSurviving Corporation, Subon the one hand, the Company or its Subsidiaries and a third party other than the Stockholders’ Representative or a party to this Agreement after Stockholder, on the Closingother hand, Purchaser and the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Purchaser nor the Company nor its Subsidiaries Surviving Corporation may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Company and the Company Stockholders have retained Xxxxxxxx Xxxxx LLP (“CounselFillmore”) to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Buyer and Sub its Subsidiaries (including the Company and its Subsidiaries) on the one hand, and the Stockholder RepresentativesStockholders and/or the Stockholders’ Representative on the other hand, Counsel relating to the transactions contemplated by this Agreement, Fillmore may represent the Stockholder Representatives Stockholders and Stockholders’ Representative in such dispute even though the interests of the Stockholder Representatives Stockholders and Stockholders’ Representative may be directly adverse to the Acquiror, Sub, the Company or Buyer and its Subsidiaries, and even though Counsel Fillmore may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among CounselFillmore, the Company, its Subsidiaries and/or the Stockholders and the Stockholder Representatives Stockholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders and may be controlled by the Stockholder Representatives Stockholders’ Representative and shall not pass to or be claimed by the Acquiror, Sub, Buyer or any of its Subsidiaries (including the Company or and its Subsidiaries) (except to prevent disclosure to any third party). Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders or Stockholders’ Representative on the other hand, the Buyer, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Buyer, the Company nor or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholders’ Representative may retain existing special counsel to the Company Fenwick & West LLP (“CounselFenwick”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Buyer and Sub Merger Subs hereby agree that, that in the event that a dispute under this Agreement related to the transactions contemplated hereby arises after the Closing between Buyer and its subsidiaries, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholders’ Representative and the Company Securityholders, Counsel on the other hand, Fenwick may represent the Stockholder Representatives Securityholders’ Representative and/or Company Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative and/or Company Securityholders may be directly adverse to the Acquiror, Sub, the Company or Buyer and its Subsidiariessubsidiaries, and even though Counsel Fenwick may have represented the Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) Fenwick is then representing Buyer, Merger Subs, or may be handling ongoing matters for any of their respective Affiliates or any successor or assign of any of the Acquiror, Subforegoing (collectively, the “Buyer Group”) and (b) such representation of such member of the Buyer Group would require Fenwick to either refrain from representing the Securityholders’ Representative and/or Company Securityholders or its Subsidiariesobtain the informed consent of the Securityholders’ Representative and/or Company Securityholders and the applicable member of the Buyer Group under applicable Law or applicable ethical standards governing attorney conduct. Acquiror Buyer and Sub Merger Subs further agree that, as to all communications among Counsel, the Company, its Subsidiaries Fenwick and the Stockholder Representatives Company that relate in any way to the transactions contemplated by this Agreementhereby prior to the Closing (the “Protected Communications”), the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs with respect to the Stockholder Representatives Protected Communications (the “Associated Rights”) belong to the Securityholders’ Representative and the Company Securityholders and may be controlled by the Stockholder Representatives Securityholders’ Representative and Company Securityholders and shall not pass to or be claimed by the AcquirorBuyer, SubMerger Subs, the Final Surviving Entity or any of its subsidiaries; provided, however, the Parties expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among Fenwick and the Company: (i) relating to Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company or its Subsidiariesprior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries Final Surviving Entity, on the one hand, and a third party other than the Securityholders’ Representative or a party to this Agreement after Company Securityholder, on the Closingother hand, Buyer, the Company Final Surviving Entity and its Subsidiaries subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Buyer, the Company nor Final Surviving Entity or its Subsidiaries subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative and (y) if Buyer is legally required by judgment, order or decree of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such judgment, order or decree.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Sellers’ Representative has retained Xxxxxxxxx & Xxxxxxx LLP (“CounselXxxxxxxxx”) to act as its counsel in connection with the transactions contemplated herebyTransactions. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Buyer, Holdco and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesSellers’ Representative and the Sellers on the other hand, Counsel Xxxxxxxxx may represent the Stockholder Representatives Sellers’ Representative and the Sellers in such dispute even though the interests of the Stockholder Representatives Sellers’ Representative and the Sellers may be directly adverse to the Acquiror, Sub, the Company or Holdco and its Subsidiaries, and even though Counsel Xxxxxxxxx may have represented the Company Holdco or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Holdco or its Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among CounselXxxxxxxxx, Holdco, its Subsidiaries, the Company, its Subsidiaries and the Stockholder Representatives Sellers’ Representative and/or any Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and the Sellers and may be controlled by the Stockholder Representatives Sellers’ Representative and the Sellers and shall not pass to or be claimed by the AcquirorBuyer, Sub, the Company Holdco or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Sub, the Company or Holdco and its Subsidiaries on the one hand and a third party other than the Sellers’ Representative or a party to this Agreement after Seller on the Closingother hand, the Company Buyer, Holdco and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor Buyer, Holdco or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of Buyer, the parties hereto that the Stockholder Representatives may retain existing special counsel to Sellers and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer or the Acquiror and Sub Company and the Stockholder RepresentativesXxxxxxx, Counsel Xxxxxxx & Xxxxxx LLP may represent the Stockholder Representatives Sellers in such dispute even though the interests of the Stockholder Representatives Sellers may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Winston & Xxxxxx LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, Company. Buyer and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counselbetween Winston & Xxxxxx LLP, the Company, its Subsidiaries Company and the Stockholder Representatives Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney attorney-client, work product, business strategy or solicitor-client similar protection or privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives same, and shall not transfer, pass to or be claimed or controlled by the Acquiror, Sub, the Company or its SubsidiariesBuyer notwithstanding the transfer of Common Stock hereunder; provided that the Sellers shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Each of Buyer and, following the Closing, the Company, for itself and their respective directors, managers, partners, members, officers, employees and Affiliates, and each of their successors and assigns, hereby further agree not to take any action that would result in any subsequent waiver of the privilege respecting any such privileged communication. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Buyer or the Company or its Subsidiaries and a third party Person other than a party to this Agreement the Sellers after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Winston & Xxxxxx LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder Representativesapplicable Seller, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each Parent, on behalf of itself, the Surviving Company and the Operating Company and its respective Affiliates (together, a “Parent Party”), agrees that, notwithstanding any current or prior representation of the parties hereto that Company by Xxxxx & Xxxxxxx LLP (“Xxxxx”), Xxxxx shall be allowed to represent the Stockholder Representatives may retain existing special counsel Representative and its Affiliates in any matters and disputes adverse to the Company (“Counsel”) Parent Party that either is existing on the date hereof or arises in the future and relates to act as its counsel in connection with this Agreement and the transactions contemplated hereby. The Acquiror Parent, on behalf of itself and Sub each Parent Party, hereby agree (a) waives any claim that any Parent Party has or may have that Xxxxx has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that if a dispute arises after the Closing between the Acquiror and Sub a Parent Party and the Stockholder RepresentativesRepresentative or any of its Affiliates, Counsel then Xxxxx may represent the Stockholder Representatives Representative or any of its Affiliates in such dispute dispute, even though the interests of the Stockholder Representatives Representative or any of its Affiliates may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, Parent Party and even though Counsel Xxxxx may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorParent Party. Parent, Subon behalf of itself and each Parent Party, the Company or its Subsidiaries. Acquiror and Sub further agree also agrees that, as to all communications between or among CounselXxxxx and a Company Holder, the Stockholder Representative, the Company, and/or any of its Subsidiaries and the Stockholder Representatives respective Affiliates that relate in any way to the transactions contemplated by this Agreementhereby, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Company Holders and the Stockholder Representatives and Representative, may not be controlled by the Stockholder Representatives any Parent Party and shall not pass to or be claimed by the Acquiror, Sub, Parent Party or the Company or its SubsidiariesCompany. Notwithstanding the foregoing, in the event that if a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries a Parent Party and a third party other than a party to this Agreement the Stockholder Representative or an Affiliate of the Stockholder Representative after the Closing, then the Company and its Subsidiaries Parent Party (to the extent applicable) may assert the attorney or solicitorattorney-client privilege to prevent disclosure to such third party of confidential communications by Counsel to such third partyXxxxx; provided, however, that neither the Company nor its Subsidiaries Parent Party may not waive such privilege without the prior written consent of the Stockholder RepresentativesRepresentative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Sellers have retained Xxxxxxxx Xxxxxxx LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyby this Agreement. The Acquiror and Sub hereby agree Xxxxxxxxx agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder RepresentativesParties, Counsel SE may represent the Stockholder Representatives Sellers in such dispute even though the interests of the Stockholder Representatives Sellers may be directly adverse to Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies, and even though Counsel SE may have represented any of the Company or its Subsidiaries Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies. Acquiror and Sub Xxxxxxxxx further agree agrees that, as to all communications among CounselSE, the CompanyAcquired Companies, its Subsidiaries and the Stockholder Representatives Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers and shall will not pass to or be claimed by Purchaser or the Acquiror, Sub, the Company or its SubsidiariesAcquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Acquiror, Sub, the Company or its Subsidiaries Acquired Companies and a third party other than a party to this Agreement Party after the Closing, the Company and its Subsidiaries Acquired Companies may assert the attorney or solicitor-client privilege on behalf of Sellers to prevent disclosure of confidential communications by Counsel SE to such third party; provided, however, that neither the Company nor its Subsidiaries Acquired Companies may not waive such privilege without the prior written consent of the Stockholder RepresentativesSellers.

Conflicts and Privilege. It is acknowledged by each of the parties hereto hereto, and Parent and Sub hereby agree, that the Stockholder Representatives may retain service of Xxxxxxx Procter LLP as existing special counsel to the Company BridgeCo (“Counsel”) shall not preclude Counsel from acting as counsel to act as its counsel the Rights Holder Representative in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a any claim or dispute arises arising under ARTICLE I of this Agreement after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives Rights Holder Representative may be directly adverse to Parent, Sub or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation, and even though Counsel may have represented the Company or its Subsidiaries BridgeCo in a matter substantially related to such dispute, or may be handling ongoing matters for connection with the Acquiror, Sub, the Company or its Subsidiariestransactions contemplated by this Agreement. Acquiror Parent and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries BridgeCo and the Stockholder Representatives that relate Rights Holder Representative in any way to connection with the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Rights Holder Representative and may be controlled by the Stockholder Representatives Rights Holder Representative and shall not pass to or be claimed by Parent, Sub or the Acquiror, Sub, the Company or its SubsidiariesSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Sub or the Acquiror, Sub, the Company or its Subsidiaries Surviving Corporation and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder RepresentativesRights Holder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that (a) the Stockholder Representatives Securityholder Representative or the Securityholders may retain existing special counsel to the Company Xxxxxxx Procter LLP (“CounselXxxxxxx”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror , and (b) Buyer, Merger Sub and Merger LLC hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Buyer, Merger Sub and Merger LLC, on the Stockholder Representativesone hand, Counsel and the Securityholder Representative or the Securityholders, on the other hand, Xxxxxxx may represent the Stockholder Representatives Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholder Representative and/or the Securityholders may be directly adverse to the AcquirorBuyer, Merger Sub, Merger LLC or the Company or its Subsidiariesthe Surviving Company, and even though Counsel Xxxxxxx may have represented the Company or its Subsidiaries the Surviving Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiariesthe Surviving Company. Acquiror Buyer, Merger Sub and Sub Merger LLC further agree that, as to all communications among CounselXxxxxxx, the Company, its Subsidiaries the Securityholders and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Stockholder Representatives Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by the AcquirorBuyer, Merger Sub, Merger LLC, the Surviving Company or its Subsidiariesthe Company, to the Surviving Company or to the First-Step Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Merger Sub, Merger LLC or the Surviving Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Surviving Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxxx to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to Companies, the Company Holders, and the Seller Representative have retained XxXxxxxxx Will & Xxxxx LLP (“CounselXxXxxxxxx”) ), to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Purchaser or any of the Companies, on the one hand, and the Stockholder RepresentativesSeller Representative or any of the Company Holders on the other hand, Counsel XxXxxxxxx may represent the Stockholder Representatives Seller Representative and Company Holders in such dispute dispute, even though the interests of the Stockholder Representatives Seller Representative and Company Holders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompanies, and even though Counsel XxXxxxxxx may have represented one or more of the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub The Purchaser further agree agrees that, as to all communications among CounselXxXxxxxxx, the CompanyCompanies, its Subsidiaries and the Stockholder Representatives Seller Representative and/or any Company Holders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller Representative and the Company Holders and may be controlled by the Stockholder Representatives Seller Representative and Company Holders and shall not pass to or be claimed by the Acquiror, Sub, Purchaser or the Company or its SubsidiariesCompanies after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Purchaser and the Company or its Subsidiaries Companies on the one hand and a third party other than a party to this Agreement after the ClosingSeller Representative or any Company Holder, on the other hand, the Company Purchaser and its Subsidiaries the Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries Purchaser or the Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesSeller Representative (which consent may not be unreasonably withheld or delayed).

Conflicts and Privilege. It is acknowledged by each of Buyer, the parties hereto that the Stockholder Representatives may retain existing special counsel to Shareholders and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer or the Acquiror and Sub Company and the Stockholder RepresentativesShareholders Agent or the Shareholders, Counsel Xxxxxx & Xxxxxx L.L.P. may represent the Stockholder Representatives Shareholders Agent or the Shareholders in such dispute even though the interests of the Stockholder Representatives Shareholders Agent or the Shareholders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Xxxxxx & Xxxxxx L.L.P. may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror Buyer, the Shareholders Agent, the Shareholders and Sub the Company further agree that, as to all communications among Counselbetween Xxxxxx & Xxxxxx L.L.P., the Company, its Subsidiaries the Shareholders Agent and the Stockholder Representatives Shareholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholders Agent and the Shareholders and may be controlled by the Stockholder Representatives Shareholders Agent and the Shareholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Company; provided that neither the Company Shareholders Agent nor the Shareholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Buyer or the Company or its Subsidiaries and a third party Person other than the Shareholders Agent or a party to this Agreement Shareholder after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxx & Xxxxxx L.L.P. to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the 66 prior written consent of the Stockholder RepresentativesShareholders Agent, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Companies, some or all of the Company Sellers and Selling Equityholders, and the Sellers’ Representative have retained Xxxxxx Xxxxxxxx + Xxxx LLP (“CounselWNJ”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that WNJ has not acted as 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 WNJ for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Purchaser, the Acquiror and Sub and Sellers, the Stockholder RepresentativesSelling Equityholders or the Sellers’ Representative, Counsel WNJ may represent the Stockholder Representatives Sellers, Selling Equityholders or the Sellers’ Representative in such dispute even though the interests of the Stockholder Representatives Sellers, Selling Equityholders or Sellers’ Representative may be directly adverse to the Acquiror, SubPurchaser, the Company other Sellers, the other Selling Equityholders or its Subsidiariesthe Companies, and even though Counsel WNJ may have represented the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Acquiror and Sub Purchaser further agree agrees that, as to all communications among CounselWNJ and the Companies, the CompanySellers, its Subsidiaries and the Stockholder Representatives Selling Equityholders and/or the Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and may be controlled by the Stockholder Representatives Sellers’ Representative and shall not pass to or be claimed by Purchaser or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Acquiror, Sub, the Company or its Subsidiaries Companies and a third party Person other than a party to this Agreement after the Closing, the Company and its Subsidiaries Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel WNJ to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to Sellers and the Company Corporation have retained Xxxxxxx Xxxxx LLP (“Sellers’ Counsel”) to act as its their counsel in connection with the transactions contemplated herebyTransactions. The Acquiror and Sub Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror Purchaser (on the one hand) and Sub and any of the Stockholder RepresentativesSellers (on the other hand), the Sellers’ Counsel may represent the Stockholder Representatives Sellers in such dispute even though the interests of the Stockholder Representatives Sellers may be directly adverse to the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of the Acquired Entities, and even though Sellers’ Counsel may have represented the Company Corporation or its Subsidiaries any other of the Acquired Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of Acquired Entities. Acquiror and Sub The Purchaser further agree agrees that, as to all communications among Sellers’ Counsel, the CompanyCorporation, its Subsidiaries and any other of the Stockholder Representatives Acquired Entities or the Sellers that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers and shall not pass to or be claimed by the Acquiror, SubPurchaser, the Company Corporation or its Subsidiariesany other of the Acquired Entities. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubPurchaser, the Company Corporation or its Subsidiaries any other member of the Acquired Entities and a third party other than a party Party to this Agreement after the Closing, the Company Corporation and its Subsidiaries any other of the Acquired Entities may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that neither the Company Corporation nor its Subsidiaries any other of the Acquired Entities may waive such privilege without the prior written consent of the Stockholder RepresentativesSellers. This Section 6.21 shall survive the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to (a) Acquiror, Parent and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, Merger Sub and/or Sponsor, on the one hand, and Parent or the Company, on the other hand, any legal counsel (including Xxxxxx Xxxxxxx & Xxxx LLP, CMS Xxxxxxx XxXxxxx Nabarro Olswang LLP and Ellenoff Xxxxxxxx & Schole LLP) that represented Acquiror and Sub and and/or Sponsor prior to the Stockholder Representatives, Counsel Closing (“Prior Acquiror Counsel”) may represent the Stockholder Representatives Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel such counsel may have represented the Company or its Subsidiaries Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. All communication between or among Prior Acquiror Counsel, on the one hand, and Acquiror, SubMerger Sub or Sponsor, on the Company or its Subsidiaries. Acquiror and Sub further agree thatother hand, as to all communications among Counsel, shall remain privileged after the Company, its Subsidiaries Closing and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs relating to Acquiror Deal Communications shall belong solely to the Stockholder Representatives and may Sponsor, shall be controlled by the Stockholder Representatives Sponsor and shall not pass to or be claimed by the AcquirorCompany, Sub, Acquiror or the Company or its SubsidiariesSurviving Corporation following the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, any privileged communications or information shared by Parent or the Company prior to the Closing with Acquiror or its Subsidiaries and Sponsor (in any capacity) under a third party other than a party to this Agreement after common interest agreement shall remain the privileged communications or information of the Company following the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It From and after the Closing Date, it is acknowledged by each of the parties hereto possible that the Stockholder Representatives may retain existing special counsel to the Company XxXxxxxx Xxxxxxxxx LLP. (“Company Counsel”) to act as its counsel will represent Sellers, Real Property Owners or other related Persons (individually and collectively, the “Seller Group”), in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree thatEscrow Amount, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder Representatives, Counsel may represent the Stockholder Representatives in such dispute even though the interests of the Stockholder Representatives may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by herein or in the Escrow Agreement, and any claims made pursuant to this Agreement, the attorney Escrow Agreement or solicitorother Transaction Documents. Buyers and the Companies hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future to the extent related directly to issues that may arise under this Agreement, the Escrow Agreement, the Transition Services Agreement, the Leases, the other Transaction Documents, the administration of the Escrow Amount, and any claims that may be made thereunder pursuant to this Agreement, the Escrow Agreement, or the other Transaction Documents (“Indemnification Matters”). As to all privileged communications prior to the Closing Date between or among Company Counsel, Sellers or the Companies to the extent directly related to the Indemnification Matters, the attorney-client privilege and the expectation of client confidence belongs to with the Stockholder Representatives and may be controlled by the Stockholder Representatives and Companies shall not pass to or be claimed by the Acquiror, Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third partyor limit Company Counsel’s representation hereunder; provided, however, that neither the Company Companies nor its Subsidiaries may Buyers waive such privilege without the prior written consent attorney-client privilege. Company Counsel (or any successor thereof) may serve as counsel to all or a portion of the Stockholder RepresentativesSeller Group or any member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with of the Indemnification Matters; provided that in connection with the representation of Seller Group in any Indemnification Matter, no Company Counsel attorney will take any action that would reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Buyers, the Companies, or any of their respective Affiliates. Buyers and the Companies each consent to such representation, and acknowledges that such consent voluntary. [The remainder of this page is left blank intentionally.] 66 Capital Pumping

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Seller and the Stockholder Representatives may retain existing special counsel to the Company Representative have retained Uxxxx & Berne LLP (“CounselU&B”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that U&B has not acted as 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 U&B for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Parent and the Stockholder RepresentativesRepresentative (on behalf of the Stockholders), Counsel U&B may represent the Stockholder Representatives Representative in such dispute even though the interests of the Stockholder Representatives Representative may be directly adverse to the Acquiror, SubParent, the Company other Stockholders, the Surviving Entity or its Subsidiaries, and even though Counsel U&B may have represented the Company Surviving Entity or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubParent, the Company Surviving Entity or its Subsidiaries. Acquiror and Sub Parent further agree agrees that, as to all communications among Counsel, the Company, its Subsidiaries U&B and the Stockholder Representatives Surviving Entity, any Subsidiary thereof and/or the Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Representative and may be controlled by the Stockholder Representatives Representative and shall not pass to or be claimed by the Acquiror, SubParent, the Company Surviving Entity or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company Surviving Entity or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries Surviving Entity or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel U&B to such third party; provided, however, that neither the Company Surviving Entity nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of U&B, as applicable. U&B is an intended third party beneficiary of this Section 10.16 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.

Conflicts and Privilege. It is acknowledged by each (a) Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the parties hereto that the Stockholder Representatives may retain existing special counsel to the applicable Pre-Closing Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Holders hereby agree that, in the event that a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, the Acquiror and Sub Sponsor-Designated Directors or Sponsor, on the one hand, and the Stockholder Company, the Pre-Closing Company Holders or the Holder Representatives, Counsel on the other hand, any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Stockholder Representatives Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Stockholder Representatives Sponsor-Designated Directors or Sponsor may be directly adverse to the Acquiror, Sub, the Company or its Subsidiaries, and even though Counsel such counsel may have represented the Company or its Subsidiaries Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Subthe Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the SIM Sellers and the Holder Representatives on behalf of the applicable Pre-Closing Company or its Subsidiaries. Acquiror and Sub Holders further agree that, as to all legally privileged communications prior to the Closing between or among Counselany legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror, the Company, its Subsidiaries Sponsor-Designated Directors or Sponsor prior to the Closing and the Stockholder Representatives any one or more such Persons that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitor-attorney/client privilege and the expectation of client confidence belongs to the Stockholder Representatives Sponsor-Designated Directors and may be controlled by the Stockholder Representatives such Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Acquiror, SubClosing), the Companies or the Pre-Closing Company Holders; provided, that the Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in any privileged communications or information shared by the event that a dispute arises between Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sub, Sponsor or the Company Sponsor-Designated Directors (in any capacity) shall remain the privileged communications or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent information of the Stockholder RepresentativesSurviving Corporation.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Shareholders’ Representative and some or all of the Company other Common Equity Holders have retained Proskauer Rose LLP (“CounselProskauer”) to act as its their counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises under this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby after the Closing between Parent and its Subsidiaries on the Acquiror and Sub one hand, and the Stockholder RepresentativesShareholders’ Representative and/or any Common Equity Holder on the other hand, Counsel Proskauer may represent the Stockholder Representatives Shareholders’ Representative and any or all Common Equity Holders in such dispute even though the interests of the Stockholder Representatives Common Equity Holders may be directly adverse to the Acquiror, SubParent, the Company or its Surviving Corporation and their respective Subsidiaries, and even though Counsel Proskauer may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among CounselProskauer, the Company, its Subsidiaries and Subsidiaries, the Stockholder Representatives Shareholders’ Representative and/or any Common Equity Holder that relate in any way to the transactions contemplated by this AgreementAgreement or the other Transaction Documents, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholders’ Representative and the Common Equity Holders and may be controlled by the Stockholder Representatives Shareholders’ Representative and Common Equity Holders and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company or Surviving Corporation and its Subsidiaries on the one hand and a third party other than the Shareholders’ Representative or a party to this Agreement after Common Equity Holder, on the Closingother hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of such confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesShareholders’ Representative. Other than as explicitly set forth in this Section 8.18, the parties hereto acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Surviving Corporation, and not the Shareholders’ Representative and the Common Equity Holders, after Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company Companies and Shareholder have retained Nyemaster Gxxxx P.C. (“Shareholder’s Counsel”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that Shareholder’s Counsel has not acted as 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 Shareholder’s Counsel for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Parent and the Stockholder RepresentativesShareholder, Shareholder’s Counsel may represent the Stockholder Representatives Shareholder in such dispute even though the interests of the Stockholder Representatives Shareholder may be directly adverse to Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies, and even though Shareholder’s Counsel may have represented the Company or its Subsidiaries Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Acquiror and Sub Parent further agree agrees that, as to all communications among Counsel, the Company, its Subsidiaries Shareholder’s Counsel and the Stockholder Representatives Companies and the Shareholder that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Shareholder and may be controlled by the Stockholder Representatives Shareholder and shall not pass to or be claimed by Parent or the Acquiror, Sub, the Company or its SubsidiariesCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Acquiror, Sub, the Company or its Subsidiaries Companies and a third party Person other than a party to this Agreement after the Closing, the Company and its Subsidiaries Companies may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Shareholder’s Counsel to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Companies may waive such privilege without the prior written consent of the Stockholder RepresentativesShareholder.

Conflicts and Privilege. It is acknowledged by each of Buyer, Buyer Parent, the parties hereto that Companies and the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Subsidiaries hereby agree that, in the event that a dispute arises under or in connection with this Agreement after the Closing between Buyer, Buyer Parent, the Acquiror Companies or the Subsidiaries, on the one hand, and Sub and Seller, on the Stockholder Representativesother hand, Counsel Xxxxxxx Xxxxxxx Xxxxxx LLP may represent the Stockholder Representatives Seller in such dispute even though the interests of the Stockholder Representatives Seller may be directly adverse to the Acquiror, Sub, Companies or the Company or its Subsidiaries, and even though Counsel Xxxxxxx Xxxxxxx Xxxxxx LLP may have represented the Company Companies or its the Subsidiaries in a matter substantially related to such the dispute, or may be handling ongoing matters for the AcquirorCompanies and the Subsidiaries. Buyer, SubBuyer Parent, the Company or its Subsidiaries. Acquiror Companies, the Subsidiaries and Sub Seller further agree that, as to all communications among Counselbetween Xxxxxxx Xxxxxxx Xxxxxx LLP, the CompanyCompanies, its the Subsidiaries and Seller that relate, both prior to or after the Stockholder Representatives that relate in any way Closing, to (a) the transactions contemplated by this Agreement, including without limitation the attorney negotiation, preparation, execution, delivery and closing under, or solicitorany dispute arising under or in connection with this Agreement which, immediately prior to the Closing, would be covered by the attorney-client privilege of Seller and its counsel, and (b) the DFS Subpoena, the attorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller and may be controlled by the Stockholder Representatives Seller, and shall not pass to or be claimed or controlled by the AcquirorCompanies or the Subsidiaries; provided, Sub, that Seller shall not waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, SubBuyer Parent, the Company Companies or its the Subsidiaries and a third party person other than a party to this Agreement Seller after the Closing, the Company and its Companies or the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxxx Xxxxxxx Xxxxxx LLP to such third party; providedperson. Other than as explicitly set forth in this Section 12.12, however, the parties hereto acknowledge that neither any attorney-client privilege attaching as a result of legal counsel representing the Company nor its Companies and the Subsidiaries may waive such prior to the Closing shall survive the Closing and continue to be a privilege without the prior written consent of the Stockholder RepresentativesCompanies and the Subsidiaries, and not Seller, after the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company has retained White & Case LLP (“CounselW&C”) to act as its counsel in connection with the transactions contemplated herebyhereby and that W&C has not acted as 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 W&C for conflict of interest or any other purposes as a result thereof. The Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Parent or the Acquiror Surviving Corporation, on the one hand, and Sub and any former Equity Holder of the Stockholder RepresentativesCompany or the Stockholders’ Representative, Counsel W&C may represent any such former Equity Holder or the Stockholder Representatives Stockholders’ Representative, as applicable, in such dispute even though the interests of such former Equity Holder or the Stockholder Representatives Stockholders’ Representative, as applicable, may be directly adverse to the Acquiror, SubParent, the Company Surviving Corporation or its Subsidiaries, and even though Counsel W&C may have represented the Company or its the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubParent, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among CounselW&C, the Company, its Subsidiaries the Company Subsidiaries, the Stockholders’ Representative and the Stockholder Representatives Equity Holders that primarily relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Company and, from and after the Effective Time, the former Equity Holders of the Company, and may be controlled only by the Stockholder Representatives them and shall not pass to or be claimed by the Acquiror, SubParent, the Company Surviving Corporation or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company Surviving Corporation or its Subsidiaries Subsidiaries, on the one hand, and a third party other than a party Party to this Agreement after the Closing, on the Company other hand, the Surviving Corporation and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel W&C to such third party; provided, however, that neither the Company Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror Parent and Merger Sub and the Stockholder RepresentativesSecurityholder Representative, Counsel may represent the Stockholder Representatives Securityholder Representative in such dispute even though the interests of the Stockholder Representatives Securityholder Representative may be directly adverse to the AcquirorParent, Merger Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorParent, Merger Sub, the Company or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorParent, Merger Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Member may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Each of Buyer and Sub Buyer Ultimate Parent hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub Buyer and/or Buyer Ultimate Parent and the Stockholder RepresentativesMember, Counsel may represent the Stockholder Representatives Member in such dispute even though the interests of the Stockholder Representatives Member may be directly adverse to the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries, and even though Counsel may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries. Acquiror Each of Buyer and Sub Buyer Ultimate Parent further agree agrees that, as to all communications among Counsel, the Company, its the Subsidiaries and the Stockholder Representatives Member that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Member and may be controlled by the Stockholder Representatives Member and shall not pass to or be claimed by the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, SubBuyer Ultimate Parent, the Company or its the Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its the Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesMember.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Xxxxxxxxx Xxxxxxx LLP has represented the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated herebyby this Agreement and no other Person. The Acquiror Purchaser and Sub the Company hereby agree that, in the event that a dispute arises after the Closing between Purchaser or the Acquiror Company and Sub and the Stockholder RepresentativesStockholders, Counsel Xxxxxxxxx Xxxxxxx LLP may represent the Stockholder Representatives Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Xxxxxxxxx Xxxxxxx LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorCompany. Purchaser, Sub, Stockholders and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counselbetween Xxxxxxxxx Xxxxxxx LLP, the Company, its Subsidiaries Company and the Stockholder Representatives Stockholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Stockholders and may be controlled by the Stockholder Representatives Stockholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Company; provided that Stockholders shall waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Stockholder Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Purchaser or the Company or its Subsidiaries and a third party Person other than a party to this Agreement Stockholders after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxxxxx Xxxxxxx LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of Stockholders’ Representative, which consent will not be unreasonably withheld. For the avoidance of doubt, no Stockholder Representativesshall be required to use Xxxxxxxxx Xxxxxxx LLP or is otherwise agreeing to use Xxxxxxxxx Xxxxxxx LLP in the future and representation of Stockholders shall include Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to ACAS, ACEI, ACEII, the Company and the Securityholder Representative have retained PB and Axxxxx & Pxxxxx LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has acted as 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 PB or AP for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer, ACAS, ACEI, ACEII or the Stockholder RepresentativesSecurityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative may be directly adverse to Buyer, the Acquiror, Subother Securityholders, the Company or its the Subsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among Counsel, PB or AP and the Company, its Subsidiaries and any Subsidiary, ACAS, ACEI, ACEII and/or the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of The Parent and the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Surviving Corporation hereby agree that, in the event that a dispute arises after the Closing between Parent or the Acquiror and Sub Surviving Corporation or any Company Subsidiary and the Stockholder RepresentativesSecurityholders’ Representative (or any Company Securityholder), Counsel Winston & Xxxxxx LLP may represent the Stockholder Representatives Securityholders’ Representative or the Company Securityholder in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative or the Company Securityholder may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Winston & Xxxxxx LLP may have represented the Company or its Subsidiaries a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubSurviving Corporation or its Affiliates. Parent, the Securityholders’ Representative and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counselbetween Winston & Xxxxxx LLP, the Company, its Subsidiaries the Securityholders’ Representative and the Stockholder Representatives Company Securityholders that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholders’ Representative and the Company Securityholders and may be controlled by the Stockholder Representatives Securityholders’ Representative and the Company Securityholders, and shall not pass to or be claimed or controlled by the Acquiror, Sub, Surviving Corporation or Parent; provided that neither the Securityholders’ Representative nor the Company Securityholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Parent or the Company or its Subsidiaries and a third party Person other than the Securityholders’ Representative or a party to this Agreement Company Securityholder after the Closing, the Company and its Subsidiaries Surviving Corporation may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Winston & Xxxxxx LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Surviving Corporation may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Parties hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Sub and the Stockholder RepresentativesBuyer or any Seller, Counsel Sellers’ Representative or any of their Affiliates, Xxxxxxx may represent the Stockholder Representatives such Seller, Sellers’ Representative or any of their Affiliates in such dispute even though the interests of the Stockholder Representatives such Seller, Sellers’ Representative or any of their Affiliates may be directly adverse to the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliates, and even though Counsel Xxxxxxx may have represented the Company Buyer or its Subsidiaries Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliate. Acquiror Buyer further agrees, on behalf of itself and Sub further agree its Affiliates, that, as to all communications among Counsel, the Company, its Subsidiaries between Xxxxxxx and the Stockholder Representatives any Seller or Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney attorney-client, work product, business strategy or solicitor-client similar protection or privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers’ Representative and may be controlled by the Stockholder Representatives Sellers’ Representative, and shall not transfer, pass to or be claimed or controlled by the Acquiror, Sub, the Company Buyer or its SubsidiariesAffiliates notwithstanding the transfer of Assets hereunder; provided that Seller shall not waive such attorney-client privilege other than to the extent it deems appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company Buyer or its Subsidiaries Affiliate and a third party Person other than a party to this Agreement any Seller, Sellers’ Representative or any of their Affiliates after the Closing, the Company and its Subsidiaries Buyer may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxxx to such third partyPerson; provided, however, that neither the Company nor Buyer or its Subsidiaries Affiliates may not waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative or the Securityholders may retain existing special counsel to the Company Xxxxxxx Procter LLP (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Buyer and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer and Merger Sub, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholder Representative or the Securityholders, on the other hand, Counsel may represent the Stockholder Representatives Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Stockholder Representatives Securityholder Representative and/or the Securityholders may be directly adverse to Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany. Acquiror Buyer and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries the Securityholders and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Stockholder Representatives Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by Buyer, Merger Sub or the Acquiror, Sub, the Company or its SubsidiariesCompany. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorBuyer, Sub, Merger Sub or the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each Each of the parties Parties hereto acknowledges and agrees that the Stockholder Representatives may retain existing special Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as counsel to the Company (“Counsel”) to act as its counsel Entities, their Subsidiaries and the Seller in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. The Acquiror Purchaser hereby consents and Sub hereby agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Company Entities and their Subsidiaries to consent and agree thatto and irrevocably waive and not assert any conflict of interest arising from or in connection with, in Xxxxxxx representing the event that a dispute arises Seller after the Closing between the Acquiror and Sub and the Stockholder RepresentativesClosing, Counsel may represent the Stockholder Representatives including with respect to disputes in such dispute even though which the interests of the Stockholder Representatives Seller may be directly adverse to the AcquirorPurchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, Subon behalf of itself and, after the Closing, on behalf of the Company Entities and their Subsidiaries, that all communications in any form or format whatsoever between or among any of Xxxxxxx, the Seller, the Company or its Entities and/or any of their Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such disputeany of their respective directors, officers, employees or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives other representatives that relate in any way to the transactions contemplated by this Agreementnegotiation, documentation and consummation of the Transaction (collectively, the attorney or solicitor-client privilege “Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Stockholder Representatives and may owned by Seller, shall be controlled by the Stockholder Representatives Seller, and shall not pass to or be claimed by the Acquiror, SubPurchaser, the Company Entities or its any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the AcquirorPurchaser, Subany Company Entity or a Subsidiary, on the Company or its Subsidiaries one hand, and a third party other than a party to this Agreement after the ClosingSeller, on the other hand, the Purchaser, the Company and its Entities or the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent the disclosure of confidential communications by Counsel the Privileged Deal Communications to such - 52 - third party; provided, however, that neither none of the Purchaser, the Company nor its Subsidiaries Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the Stockholder Representatives.event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients, only Seller shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from Xxxxxxx. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives Securityholder Representative may retain Gxxxxxx Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between the Acquiror and Merger Sub and the Stockholder RepresentativesSecurityholder Representative, Counsel may represent the Stockholder Representatives Securityholder Representative in such dispute even though the interests of the Stockholder Representatives Securityholder Representative may be directly adverse to the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany. Acquiror and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries Company and the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, Sub, Merger Sub or the Company or its SubsidiariesCompany. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Merger Sub or the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Buyer and Sub Sellers hereby agree that, in the event that a dispute arises after the Closing between the Acquiror Buyer or Comfort Care and Sub and the Stockholder Representativesa Seller, Counsel Xxxxxx Snow LLP may represent the Stockholder Representatives such Seller in such dispute even though the interests of the Stockholder Representatives such Seller may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesComfort Care, and even though Counsel Xxxxxx Snow LLP may have represented the Company or its Subsidiaries Comfort Care in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company or its SubsidiariesComfort Care. Acquiror and Sub Buyer further agree agrees that, as to all communications among Counselbetween Xxxxxx Snow LLP, the Company, its Subsidiaries Comfort Care and the Stockholder Representatives Sellers that relate in any way to the transactions contemplated by this AgreementAgreement (a “Privileged Communication”), the attorney attorney-client, work product, business strategy or solicitor-client similar protection or privilege and the expectation of client confidence belongs to the Stockholder Representatives Sellers and may be controlled by the Stockholder Representatives Sellers, and shall not transfer, pass to or be claimed or controlled by Comfort Care or Buyer notwithstanding the Acquiror, Sub, transfer of Membership Interests hereunder; provided that Sellers shall not waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company Buyer or its Subsidiaries Comfort Care and a third party Person other than a party to this Agreement Seller after the Closing, the Company and its Subsidiaries Comfort Care may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxx Snow LLP to such third partyPerson; provided, however, that neither the Company nor its Subsidiaries Comfort Care may not waive such privilege without the prior written consent of Sellers, which consent will not be unreasonably withheld. In the Stockholder Representativesevent that Buyer or any of its Affiliates (including any Company or Subsidiary) is legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirements, then Buyer shall notify the Sellers’ Representative in writing so that the Sellers’ Representative can seek a protective order. Notwithstanding anything in this Section 12.13 to the contrary, in any such case, the Parties shall reasonably cooperate to seek to provide for access in a manner that does not violate any such privilege or applicable Legal Requirements; provided that in each such case, the Sellers’ Representative shall reasonably cooperate with Buyer to enable Buyer and its representatives to enter into appropriate confidentiality, joint defense or similar arrangements so that Buyer and its representatives may have reasonable access to such information.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Company and the Company Representative have retained Bxxxxx PLC (“CounselBodman”) to act as its their counsel in connection with the transactions Transactions contemplated herebyhereby and that Bodman has not acted as 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 Bodman for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer or the Stockholder RepresentativesRepresentative, Counsel Bodman may represent the Stockholder Representatives Representative in such dispute even though the interests of the Stockholder Representatives Representative may be directly adverse to the AcquirorBuyer, Subthe other Stockholders, the Company or its the Subsidiaries, and even though Counsel Bodman may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub Buyer further agree agrees that, as to all communications among Counsel, Bodman and the Company, its the Subsidiaries and and/or the Stockholder Representatives Representative that relate in any way to the transactions Transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Representative and may be controlled by the Stockholder Representatives Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its the Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its the Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its the Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Bodman to such third party; provided, however, that neither the Company nor its the Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesRepresentative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that each of the Stockholder Representatives may retain existing special counsel to the Company Securityholders’ Representative and SupplyPike has retained Xxxxxxx Procter LLP (“CounselXxxxxxx”) to act as its counsel in connection with the transactions contemplated herebyContemplated Transactions. The Acquiror Parent and Merger Sub hereby agree that, that in the event that a dispute arises after the Closing between Parent or any of its Subsidiaries, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSecurityholders’ Representative or any of the Securityholders or SupplyPike, Counsel on the other hand, Xxxxxxx may represent the Stockholder Representatives Securityholders’ Representative, Securityholders and/or SupplyPike in such dispute even though the interests of the Stockholder Representatives Securityholders’ Representative, Securityholders and/or SupplyPike may be directly adverse to the Acquiror, Sub, the Company Parent or any of its Subsidiaries, and even though Counsel Xxxxxxx may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications between or among CounselXxxxxxx, on the one hand, and the Company, its Subsidiaries and the Stockholder Representatives Securityholders’ Representative, any Securityholder and/or SupplyPike, on the other hand, that relate in any way to the transactions contemplated by this AgreementContemplated Transactions or a similar transaction prior to the Closing, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholders’ Representative and the Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and may be controlled by the Stockholder Representatives Securityholders’ Representative and Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and shall not pass to or be claimed by the AcquirorParent, Merger Sub, the Company Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company Surviving Corporation or any of its Subsidiaries Subsidiaries, on the one hand, and a third party other than the Securityholders’ Representative, a party to this Agreement after Securityholder or SupplyPike, on the Closingother hand, Parent, the Company and Surviving Corporation or any of its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesSecurityholders’ Representative, or with respect to matters under the SupplyPike Agreements, SupplyPike.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to Buyer and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub hereby agree that, in the event that a dispute arises after the Closing between Buyer or the Acquiror Company, on the one hand, and Sub and Seller or any of the Stockholder RepresentativesShareholder Parties (the “Seller Group”), Counsel on the other, Xxxxxxx Xxxxxxx LLP and/or Xxxxx Xxxx LLC may represent the Stockholder Representatives Seller Group in such dispute even though the interests of the Stockholder Representatives Seller Group may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesCompany, and even though Counsel Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the AcquirorCompany. Buyer, Sub, Seller and the Company or its Subsidiaries. Acquiror and Sub further agree that, as to (i) all communications among Counselsolely between Xxxxxxx Xxxxxxx LLP, on the Companyone hand, its Subsidiaries and the Stockholder Representatives Company and Seller Group, on the other, and (ii) all communications solely between Xxxxx Xxxx LLC, on the one hand, and the Company and Seller Group that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-attorney- client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller Group and may be controlled by the Stockholder Representatives Seller Group, and shall not pass to or be claimed or controlled by the AcquirorCompany; provided, Subhowever, that Seller’s Representative shall waive such attorney-client privilege other than to the Company extent appropriate in connection with the enforcement or its Subsidiariesdefense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, Buyer or the Company or its Subsidiaries and a third party Person other than a party to this Agreement Seller Group after the Closing, the Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel Xxxxxxx Xxxxxxx LLP or Xxxxx Xxxx LLC to such third partyPerson and both Xxxxxxx Xxxxxxx LLP and Xxxxx Xxxx LLC shall provide such information as requested by the Company; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Stockholder RepresentativesSeller’s Representative, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) Stockholders’ Representative has retained Xxxxxxx to act as its counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Sub MergerCo hereby agree that, in the event that a dispute arises after the Closing between Parent, the Acquiror Surviving Corporation and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesStockholders’ Representative and the Stockholders on the other hand, Counsel Xxxxxxx may represent the Stockholder Representatives Stockholders’ Representative and Stockholders in such dispute even though the interests of the Stockholder Representatives Stockholders’ Representative and Stockholders may be directly adverse to the Acquiror, Sub, the Company or Surviving Corporation and its Subsidiaries, and even though Counsel Xxxxxxx may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Company Surviving Corporation or its Subsidiaries. Acquiror Parent and Sub MergerCo further agree that, as to all communications among CounselXxxxxxx, the Company, its Subsidiaries and Subsidiaries, the Stockholders’ Representative and/or any Stockholder Representatives that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs shall extend to the Stockholder Representatives Stockholders’ Representative and the Stockholders and may be controlled by the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its SubsidiariesStockholders’ Representative. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Company or Surviving Corporation and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders’ Representative or an 73 Stockholder, on the other hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company nor Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Stockholder RepresentativesStockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Stockholder Representatives may retain existing special counsel to the Company Seller has retained Stikeman Elliott LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyherein. The Acquiror and Sub hereby agree Purchaser agrees that, in the event that a dispute arises after the Closing between the Acquiror Purchaser and Sub and the Stockholder RepresentativesSeller, Counsel SE may represent the Stockholder Representatives Seller in such dispute even though the interests of the Stockholder Representatives Seller may be directly adverse to the Acquiror, Subany of Purchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures, and even though Counsel SE may have represented any of the Company or its Subsidiaries Acquired Companies and the Non-Controlled Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubPurchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures. Acquiror and Sub Purchaser further agree agrees that, as to all communications among CounselSE, the CompanyAcquired Companies, its Subsidiaries the Non-Controlled Joint Ventures, Seller and the Stockholder Representatives Guarantor that relate in any way to the transactions contemplated by in this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Seller and may be controlled by the Stockholder Representatives Seller and shall not pass to or be claimed by the Acquiror, Subany of Purchaser, the Company or its SubsidiariesAcquired Companies and the Non-Controlled Joint Ventures. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubPurchaser, the Company Acquired Companies or its Subsidiaries the Non-Controlled Joint Ventures and a third party other than a party to this Agreement after the Closing, the Company Acquired Companies and its Subsidiaries the Non-Controlled Joint Ventures may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel SE to such third party; , provided, however, that neither the Company nor its Subsidiaries Acquired Companies and the Non-Controlled Joint Ventures may not waive such privilege without the prior written consent of the Stockholder RepresentativesSeller.

Conflicts and Privilege. It is acknowledged by each of the parties hereto The Buyer acknowledges and agrees that the Stockholder Representatives may retain existing special counsel to Non-ESOP Sellers and the Company (“Counsel”) to act Seller Representative shall not be precluded from retaining the services of MFS and ESOP Counsel as its counsel in connection with legal counsel, and the transactions contemplated hereby. The Acquiror and Sub hereby agree thatESOP Trustee shall not be precluded from retaining the services of Polsinelli as its legal counsel, in the event that a of any dispute arises after the Closing between the Acquiror and Sub Buyer or the Company, on the one hand, and the Stockholder RepresentativesSellers, Counsel may represent on the Stockholder Representatives in other hand, because such dispute even though concerns the interests Contemplated Transactions or whether otherwise involving the Company, notwithstanding, by itself, any result of MFS’s or ESOP Counsel’s prior representation of the Stockholder Representatives may be directly adverse Company or Pxxxxxxxxx’x prior representation of the ESOP Trustee. Notwithstanding the sale of the Shares to the AcquirorBuyer, Subthe Buyer agrees that neither the Buyer nor the Company shall have the right to assert (and the Buyer shall cause the Company not to assert) the attorney/client privilege as to any attorney/client privileged pre-Closing communications between the Sellers, the ESOP Trustee, the Company or any officer, director or employee of the Company (for the Company and its Subsidiariesofficers, directors and employees, only with respect to pre-Closing communications), on one hand, and even though MFS, ESOP Counsel may have represented or Polsinelli on the Company or its Subsidiaries in a matter substantially related to such disputeother hand, or may be handling ongoing matters for the Acquiror, Sub, the Company or its Subsidiaries. Acquiror and Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Stockholder Representatives that relate in any way to the transactions contemplated by this Agreementextent that the privileged communications directly relate to the Contemplated Transactions (“Privileged Communications”), the attorney provided, however, that no Seller or solicitor-any of its Affiliates or Representatives may waive any such attorney/client privilege and the expectation or exception of client confidence belongs to in connection with any matter involving a third party without the Stockholder Representatives and may be controlled by prior written consent of the Stockholder Representatives and shall not pass to or be claimed by the Acquiror, Sub, the Company or its SubsidiariesBuyer. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, Sub, the Company Buyer or its Subsidiaries Affiliates (including the Acquired Companies), on the one hand, and a third party other than a party to this Agreement after any Seller, on the Closingother hand, the Company Buyer and its Subsidiaries Affiliates (including the Acquired Companies) may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; party and the Buyer and the Sellers will share such privilege with respect to such Privileged Communications solely in respect of any such disputes, provided, however, that neither Buyer nor any of its Affiliates (including the Company nor its Subsidiaries Acquired Companies) may waive such privilege with respect to the Privileged Communications without the prior written consent of the Stockholder Representatives.Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Except as set forth herein, the parties hereto agree that only the Sellers shall be entitled to assert such attorney/client privilege in connection with any dispute between the parties hereto in connection with such communications following the Closing and the files generated and maintained by MFS, ESOP Counsel and Polsinelli as a result of MFS’s and ESOP Counsel’s representation of the Company and, if applicable, the Non-ESOP Sellers, and as a result of Pxxxxxxxxx’x representation of the ESOP Trustee, in connection with the Contemplated Transaction or any efforts to sell the Shares to the Buyer or any other Person shall be and become the exclusive property of the Sellers, as applicable. 96760364_21

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company (“Counsel”) have retained Xxxxxxx Procter LLP to act as its the Representatives’ counsel in connection with the transactions contemplated hereby. The Acquiror Parent and Sub Acquisition Subsidiary hereby agree that, in the event that a dispute arises after the Closing between the Acquiror Parent and Sub its Subsidiaries on the one hand, and the Stockholder RepresentativesRepresentatives and the Unitholders on the other hand, Counsel Xxxxxxx Procter LLP may represent the Stockholder Representatives and Unitholders in such dispute even though the interests of the Stockholder Representatives and Unitholders may be directly adverse to the AcquirorParent, Sub, the Company or and its Subsidiaries, and even though Counsel Xxxxxxx Procter LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, Sub, the Surviving Company or its Subsidiaries. Acquiror Parent and Sub Acquisition Subsidiary further agree that, as to all communications among CounselXxxxxxx Procter LLP, the Company, its Subsidiaries and Subsidiaries, the Stockholder Representatives and/or any Unitholder that relate in any way specifically and solely to the transactions contemplated by this Agreement, the attorney or solicitorattorney-client privilege and the expectation of client confidence as the same relate or apply to any specific communications as between the Company or any Subsidiary of the Company and Xxxxxxx Procter LLP belongs to the Stockholder Representatives and the Unitholders and the same may be controlled by the Stockholder Representatives and Unitholders and shall not pass to or be claimed by the AcquirorParent, SubAcquisition Subsidiary, the Surviving Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubParent, the Surviving Company or and its Subsidiaries on the one hand and a third party other than the Representatives or a party to this Agreement after Unitholder, on the Closingother hand, Parent, the Surviving Company and its Subsidiaries may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representatives.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to the Company Sellers’ Representative has retained Xxxxx Xxxxxx LLP (“CounselDM”) to act as its counsel in connection with the transactions contemplated hereby. The Acquiror and Sub Buyer hereby agree that, agrees that in the event that of a dispute under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to the transactions contemplated hereby or thereby that arises after the Closing between Buyer Indemnified Parties, on the Acquiror and Sub one hand, and the Stockholder RepresentativesSellers’ Representative and Sellers, Counsel on the other hand, DM may represent the Stockholder Representatives Sellers’ Representative and/or Sellers in such dispute even though the interests of the Stockholder Representatives Sellers’ Representative and/or Sellers may be directly adverse to the Acquiror, Sub, the Company or its SubsidiariesBuyer Indemnified Parties, and even though Counsel DM may have represented the Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or may be handling ongoing matters for obtain the Acquiror, Sub, informed consent of the Company Sellers’ Representative and/or Sellers and the applicable member of the Buyer Indemnified Parties under applicable Laws or its Subsidiariesapplicable ethical standards governing attorney conduct. Acquiror and Sub Buyer further agree agrees that, as to all communications among CounselDM, the Company, its Subsidiaries and the Stockholder Representatives Sellers’ Representative and/or any Seller that relate in any way to the transactions contemplated by this Agreementhereby or a similar transaction prior to the Closing (the “Protected Communications”), the attorney or solicitorattorney-client privilege and the expectation of client confidence belongs with respect to the Stockholder Representatives Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers and may be controlled by the Stockholder Representatives Sellers’ Representative and Sellers and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company (after Closing) or any of their Subsidiaries; provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its Subsidiariesbusiness other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer Indemnified Parties, on the Acquirorone hand, Sub, the Company or its Subsidiaries and a third party other than the Sellers’ Representative or a party to this Agreement after Seller, on the Closingother hand, the Company and its Subsidiaries Buyer Indemnified Parties may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Stockholder RepresentativesSellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such order.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Stockholder Representatives may retain existing special counsel to ACAS, ACEI, ACEII, the Company and the Securityholder Representative have retained PB and Xxxxxx & Xxxxxx LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has acted as 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 PB or AP for conflict of interest or any other purposes as a result thereof. The Acquiror and Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between the Acquiror and Sub and Buyer, ACAS, ACEI, ACEII or the Stockholder RepresentativesSecurityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Stockholder Representatives Securityholder Representative may be directly adverse to Buyer, the Acquiror, Subother Securityholders, the Company or its the Subsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or its the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror, SubBuyer, the Company or its the Subsidiaries. Acquiror and Sub The Buyer further agree agrees that, as to all communications among Counsel, PB or AP and the Company, its Subsidiaries and any Subsidiary, ACAS, ACEI, ACEII and/or the Stockholder Representatives Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor36 attorney-client privilege and the expectation of client confidence belongs to the Stockholder Representatives Securityholder Representative and may be controlled by the Stockholder Representatives Securityholder Representative and shall not pass to or be claimed by the Acquiror, SubBuyer, the Company or its Subsidiariesany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between the Acquiror, SubBuyer, the Company or its Subsidiaries any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries or such Subsidiary may assert the attorney or solicitorattorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor its Subsidiaries such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Stockholder Representativesprovisions hereof.