Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by Buyer, the Company or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. (a) BuyerEach of the parties hereto, on its own behalf and on behalf of itself its Related Persons (including, after the Acquisition Closing Date, the Surviving Subsidiary Corporation and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees ), hereby agree that, notwithstanding any current or prior representation of in the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries event that relate a dispute with respect to this Agreement or the other Transaction Documents Transactions arises after the Acquisition Closing Date between or among (x) the Sponsor, the equityholders of SPAC or the transactions contemplated hereby or thereby. Buyer, on behalf equityholders of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company Sponsor and/or or any of its Subsidiaries has their respective directors, members, partners, officers, employees or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and affiliates (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyerthan SPAC, the Surviving Subsidiary Corporation and the Company or any of Subsidiaries) (collectively, the Company’s Subsidiaries“Sponsor Group”), on the one hand, and (y) SPAC, the Surviving Subsidiary Corporation, any Seller (or Sellers’ Representative)Company Subsidiary and/or any of their Related Persons, on the other hand, then either or both any legal counsel, including XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”), that represented SPAC and/or any member of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay the Sponsor Group prior to the Acquisition Closing Date may represent such Seller (and Sellers’ Representative) any member of the Sponsor Group in such dispute even though the interests of one or more of such Persons persons may be directly adverse to BuyerSPAC, the Surviving Subsidiary Corporation, any Company or one or more Subsidiary and/or any of the Company’s Subsidiaries their Related Persons and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay such counsel may have represented SPAC and/or any member of the Company or one or more of its Subsidiaries Sponsor Group in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerSPAC, the Surviving Subsidiary Corporation, any Company or a Subsidiary and/or any member of the Sponsor Group. SPAC and the Company. Buyer, on behalf of itself their respective successors and its Affiliates assigns and their Related Persons (whichincluding, for this purposeafter the Acquisition Closing Date, shall be deemed to include the Surviving Subsidiary Corporation and the Company and its Subsidiaries), also agrees further agree that, as to all legally privileged communications prior to the Acquisition Closing Date (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the Transactions) between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) SPAC and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation member of the transactions contemplated by this Agreement or any other Transaction DocumentSponsor Group, on the one hand, and (ii) do not include advice (XxXxxxxxx, on the other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)hand, the attorney-client privilege and the expectation of client confidence belongs shall survive the Acquisition Merger and belong to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative the Sponsor Group after the Acquisition Closing Date, and shall not pass to or be claimed or controlled by BuyerSPAC, the Company Surviving Subsidiary Corporation or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedSubsidiary.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its SubsidiariesCompany) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries the Subsidiary by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissLardner LLP, P.X., either or both firms Xxxxx & Xxxxxxx LLP shall be allowed to represent Sellers (Seller and Sellers’ Representative) each of its Affiliates in any matters and disputes adverse to Buyer Buyer, the Company and/or the Company Subsidiary that either are existing on the date hereof or arise in the future and its Subsidiaries that relate to this Agreement or the other Transaction Documents or and the transactions contemplated hereby or therebyhereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries the Subsidiary) hereby (a) waives any claim that Buyer or Buyer, the Company or any of its Subsidiaries the Subsidiary has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Lardner LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or the Subsidiary and Seller or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other handits Affiliates, then either Xxxxx & Xxxxxxx LLP may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, the Company or one or more of and/or the Company’s Subsidiaries Subsidiary and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Lardner LLP may have represented the Company or one or more of its Subsidiaries and the Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of and/or the CompanySubsidiary. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiariesthe Subsidiary), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxxxxx LLP and Seller, the Company and Company, the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) Subsidiary and/or any of their respective Affiliates that (i) primarily relate in any way to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, hereby and (ii) do not include advice (other than with respect occur prior to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Closing, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative Seller and may be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by Buyer, the Company or any of the Company’s SubsidiariesSubsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, Subsidiary and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, an Affiliate of Seller after the Closing, then the Company and its Subsidiaries or the Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Lardner LLP; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries Subsidiary may not waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its the Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissSidley Austin LLP, P.X., either or both firms Sidley Austin LLP shall be allowed to represent Sellers (Seller and Sellers’ Representative) any of his Affiliates in any matters and disputes adverse to Buyer and/or Buyer, the Company and its Subsidiaries and/or any Subsidiary that relate to this Agreement either are existing on the Effective Date or arise in the other Transaction Documents or the transactions contemplated hereby or therebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries the Subsidiaries) hereby (a) waives any claim that Buyer or Buyer, the Company or any of its Subsidiaries Subsidiary has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Sidley Austin LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any Subsidiary and Seller or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other handhis Affiliates, then either Sidley Austin LLP may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries and/or such Subsidiary and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Sidley Austin LLP may have represented the Company or one or more of its Subsidiaries such Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Companydispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its the Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeSidley Austin LLP and Seller, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) any Subsidiary and/or any of their respective Affiliates that (i) primarily relate occur prior to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Closing, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative Seller and may be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by Buyer, the Company or any of the Company’s SubsidiariesSubsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, Subsidiary and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, an Affiliate of Seller after the Closing, then the Company and its Subsidiaries or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Sidley Austin LLP; provided, however, provided that none of Buyerif the Company or the Subsidiaries elect to waive such privilege, the Company or any the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedwaiver.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, which for this purpose, shall be deemed to include the Company and its SubsidiariesCompany) agrees that, notwithstanding any current or prior representation of the Company by Xxxx Xxxxx, Esq. and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissSidley Austin LLP (the “Counsel”), P.X., either or both firms the Counsel shall be allowed to represent Sellers (and Sellers’ Representative) any of their Affiliates in any matters and disputes adverse to Buyer and/or and the Company and its Subsidiaries that relate to this Agreement either are existing on the date hereof or arise in the other Transaction Documents or the transactions contemplated hereby or therebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries Company) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave the Counsel has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, Buyer or the Company and either Seller or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other handtheir Affiliates, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay the Counsel may represent Sellers or such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Sellers or more of such Persons Affiliate may be directly adverse to Buyer, Buyer or the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay the Counsel may have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Companydispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its SubsidiariesCompany), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd the Counsel and Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that occurred prior to the Closing and related to (i) primarily relate to or were otherwise in anticipation the negotiation of the transactions contemplated by this Agreement and the agreements, certificates and other documents contemplated hereby or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Rough Rice Matter, the attorney-client privilege and the expectation of client confidence belongs in each case belong to Sellers’ and Sellers’ Representative Sellers and may be controlled by Sellers’ Representative Sellers and shall not pass to or be claimed by BuyerBuyer or the Company. Sellers hereby acknowledge and agree that, for all other communications between or among the Counsel and Sellers, the Company or Company, and/or any of their respective Affiliates that occurred prior to the Closing and for which the Company had the right, prior to the Closing, to assert and waive the attorney-client privilege, the Company’s Subsidiariesright to assert and waive the attorney-client privilege and expectation of client confidence shall pass to and be claimed by Buyer and the Company. Notwithstanding the foregoing, if a an inquiry or dispute arises after the Closing between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party (other than (and unaffiliated with) any Seller Sellers or an Affiliate of Sellers’ Representative, on the other hand, after the Closing), then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.the Counsel (including to prevent any disclosure related to the Rough Rice Matter); provided, however, provided that none of Buyerif the Company elects to waive such privilege, the Company or any shall provide Sellers with reasonable advance notice of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedwaiver.

Conflicts and Privilege. Purchaser (a) Buyer, on behalf of itself and its Affiliates (whichitself, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and or any of its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxxx Xxxxxxx, P.X.PLLC (“OMW”), either or both firms OMW shall be allowed to represent Sellers (and Sellers’ Representative) any Selling Shareholder or any of their Affiliates in any matters and and/or disputes (or any other matter), including any matter or dispute adverse to Buyer and/or Purchaser, the Company Company, any Subsidiaries of Purchaser or the Company, or any of their respective Affiliates that arises in the future and its Subsidiaries that relate relates to this Agreement or any of the other Transaction Documents documents contemplated by the transaction herein, or any of the transactions contemplated hereby or thereby. Buyer, and Purchaser and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries Subsidiaries) hereby (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave OMW has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between BuyerPurchaser, the Company Company, any Subsidiaries of Purchaser or the Company, or any of the Company’s Subsidiaries, their respective Affiliates (on the one hand, ) and any Selling Shareholder, the Seller Representative, or any of their Affiliates (or Sellers’ Representative), on the other hand) in whatever capacity, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay OMW may represent such Selling Shareholder, the Seller (and Sellers’ Representative) , or such Affiliate in such dispute even though the interests of one such Selling Shareholder or more of such Persons Affiliate may be directly adverse to BuyerPurchaser, the Company Company, any Subsidiaries of Purchaser or one or more of the Company’s Subsidiaries , or any of their respective Affiliates and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay OMW may have represented the Company or one or more of and its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Purchaser and the Company or a Subsidiary of the Company. Buyer, (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees ) further agree that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company OMW and the Company’s , any of the Subsidiaries (with respect to of the Company and its SubsidiariesCompany, solely prior to any of the Closing) Selling Shareholders and/or any of their respective Affiliates that relate in any way to (i) primarily relate to the business, operations, finances, assets, securities, liabilities or were otherwise in anticipation prospects of, or any other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by this Agreement or any of the other Transaction Documentdocuments contemplated by the transaction herein, and (ii) do not include advice (other than with respect to or in anticipation any of the transactions contemplated by this Agreement hereby or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)thereby, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative the Selling Shareholders and shall not pass to or be claimed by BuyerPurchaser, the Company or any Subsidiary of Purchaser or the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. Acquiror, on behalf of itself and its Affiliates (awhich, for this purpose, shall be deemed to include, following the Closing, the Company Group and its Subsidiaries) Buyeragrees that, notwithstanding any current or prior representation of the Company Group and its Subsidiaries by Xxxxx & Lardner LLP and Xxxxxx PLC, Xxxxx & Xxxxxxx LLP and Xxxxxx PLC shall be allowed to represent Seller and each of its Affiliates in any matters and disputes adverse to Acquiror, the Company Group, any Subsidiary of the Company Group or their respective Affiliates that either are existing on the date hereof or arise in the future and relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby. Acquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include, following the Closing, the Company Group and the Subsidiaries) hereby (i) waives any claim that Acquiror, the Company Group, any Subsidiary of the Company Group and their respective Affiliates have or may have that Xxxxx & Xxxxxxx LLP or Xxxxxx PLC has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Acquiror, the Company Group, any Subsidiary of the Company Group or any of their respective Affiliates and Seller or any of its Affiliates, then Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Acquiror, the Company Group, any Subsidiary of the Company Group or their respective Affiliates and even though Xxxxx & Xxxxxxx LLP and Xxxxxx PLC may have represented the Company Group or any its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Acquiror, the Company Group, any Subsidiary of the Company Group or their respective Affiliates. Acquiror, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Group and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxxxxx LLP and Xxxxxx PLC and Seller, the Company and the Company’s Subsidiaries (with respect to Group, any Subsidiary of the Company and its Subsidiaries, solely prior to the Closing) and/or Group or any of their respective Affiliates that (i) primarily relate in any way to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may Seller, shall be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by BuyerAcquiror, the Company Group or any of the Company’s its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between BuyerAcquiror, the Company Group or any of the Company’s Subsidiaries, on the one hand, its Subsidiaries and a third party Third Party (other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, any of its Affiliates) after the Closing, then the Company and Group or its Subsidiaries (Subsidiary, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Xxxxxxx LLP and Xxxxxx PLC; provided, however, that none of Buyer, neither the Company or Group nor any of the Company’s its Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Conflicts and Privilege. (a) Buyer, on behalf of itself Buyers and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees Seller agree that, notwithstanding any current or prior representation of the Company and Seller or its Subsidiaries Affiliates by both Morrison Xxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissLLP (“TE”), P.X., either or both firms shall TE will be allowed to represent Sellers Seller or any of its Affiliates (and Sellers’ Representativewhich will no longer include the Transferred Company after the Closing) in any matters and disputes disputes, including in any matter or dispute adverse to Buyer and/or Buyers and their Affiliates (including, after the Company Closing, the Transferred Company) that either are existing on the date hereof or that arise in the future and its Subsidiaries that relate relates to this Agreement or and the other Transaction Documents or the transactions contemplated hereby or thereby. BuyerTransaction, on behalf of itself and its Buyers do hereby, and agree to cause their Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and its Subsidiaries Transferred Company) hereby to, (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave TE has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Buyers or any of the Company’s Subsidiaries, their Affiliates (on the one hand, ) and Seller or any Seller of its Affiliates (or Sellers’ Representative), on the other hand), then either TE may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, Buyers or their Affiliates (including the Company or one or more of the Transferred Company’s Subsidiaries ) and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay TE may have represented the Transferred Company or one or more of its Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerBuyers or the Transferred Company. Buyers further agree, and agrees to cause their Affiliates (including, after the Closing, the Company or a Subsidiary of the Transferred Company. Buyer) to agree, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company TE and the Company’s Subsidiaries (with respect to the Company Seller and its SubsidiariesAffiliates (including, solely prior to the Closing, the Transferred Company) and/or that relate in any of their respective Affiliates that (i) primarily relate way to or were otherwise in anticipation of the transactions Transaction contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative to, and may be controlled by Sellers’ Representative by, Seller and shall will not pass to or be claimed by BuyerBuyers or their Affiliates (including, after the Closing, the Company Transferred Company). Accordingly, none of Buyers or any their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Company’s SubsidiariesTransaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer, Parent or their Affiliates (including Holdings or the Company or any of the Transferred Company’s Subsidiaries, on the one hand, ) and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, a Party to this Agreement after the Closing, then the Transferred Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.TE to such third party; provided, however, that none of Buyer, the Transferred Company or any of the Company’s Subsidiaries may not waive such privilege without the prior written consent of Sellers’ RepresentativeSeller. This Section 7.11 will be irrevocable, which and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent shall not be unreasonably withheld, delayed or conditionedof TE.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (whichParent, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, NewCo agree that notwithstanding any current or prior representation of the Company and Parent and/or its Subsidiaries Affiliates by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxx LLP (“MB”), P.X., either or both firms shall MB will be allowed to represent Sellers Parent or any of its Affiliates (and Sellers’ Representativewhich will no longer include NewCo after the Closing) in any matters and disputes disputes, including in any matter or dispute adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (whichincluding, for after the Closing, NewCo) that either is existing on the date hereof or that arises in the future and in each case relates to this purposeAgreement, shall be deemed and Buyer does hereby, and agrees with respect thereto to include cause its Affiliates (including, after the Company and its Subsidiaries Closing, NewCo) hereby to, (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave MB has a conflict of interest or are is otherwise prohibited from engaging in such representation representation, and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Buyer or any of the Company’s Subsidiaries, its Affiliates (on the one hand, ) and Parent or any Seller of its Affiliates (or Sellers’ Representative), on the other hand), then either MB may represent Parent or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Parent or more of such Persons Affiliate may be directly adverse to Buyer, the Company Buyer or one or more of the Company’s Subsidiaries its Affiliates (including NewCo) and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or MB may be handling ongoing matters for BuyerBuyer or NewCo. Buyer further agrees, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, NewCo; provided, however, that MB shall be deemed permitted to include represent NewCo pursuant to the Company and its Subsidiaries)terms of Section 9.6 of this Agreement) to agree, also agrees that, as to all privileged communications between or among either or both MB and Parent and any of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissits Affiliates (including, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing, NewCo) and/or that relate in any way to this Agreement, the transactions contemplated herby, the Isle Excluded Assets or the Isle Excluded Obligations or NewCo, its Affiliates or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of operations for the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of period ending at the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Closing, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative to, and may be controlled by Sellers’ Representative by, Parent and shall will not pass to or be claimed by BuyerBuyer or its Affiliates (including, after the Company Closing, NewCo). Accordingly, none of Buyer or any of its Affiliates (including NewCo) will have access to such communications from and after the Company’s SubsidiariesClosing. Notwithstanding the foregoingforegoing in this Section 11.17, if a dispute arises between Buyer, the Company Buyer or any of the Company’s Subsidiaries, on the one hand, its Affiliates (including NewCo) and a third party other than (and unaffiliated with) any Seller a party to this Agreement or Sellers’ Representative, on the other hand, its Affiliates after the Closing, then the Company and its Subsidiaries (to the extent applicable) NewCo may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.MB to such unaffiliated third party; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries NewCo may not waive such privilege without the prior written consent of Sellers’ RepresentativeParent. This Section 11.17 will be irrevocable, which and no term of this Section 11.17 may be amended, waived, or modified, without the prior written consent shall not be unreasonably withheld, delayed or conditionedof Parent and Buyer.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company and its the Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxxx Xxxxxxxx LLP (“Pepper”), P.X., either or both firms Pepper shall be allowed to represent Sellers (and Sellers’ Representative) Seller or any of its Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to Buyer and/or Buyer, Intermediate LLC, the Company and its Subsidiaries or any Subsidiary that relate relates to this Agreement or the other Transaction Documents or and the transactions contemplated hereby or thereby. Buyer, on behalf of itself (a “Dispute”) and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) Buyer hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries it has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Pepper has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if in the event that a dispute Dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, Intermediate LLC, the Company or any Subsidiary and Seller or any of its Affiliates, Pepper may represent Seller or any of its Affiliates in such Dispute even though the interests of Seller or its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Company or the Subsidiaries and even though Pepper may have represented Intermediate LLC, the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for the Company or the Subsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Company or any of the Company’s its Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative)Pepper, on the other hand, then either and Seller shall cause Pepper acting as its counsel to not take any actions or both engage in any representation that would affect or be deemed to be such a waiver. Following the Closing, Buyer agrees that it will not (i) request from Pepper or Seller or (ii) use or intentionally access any of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissthe communications among Pepper, P.X. xay represent such Seller (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to BuyerIntermediate LLC, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissany Subsidiary, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related and/or Seller relating to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries hereby (the “Sellers’ Retained Privileged 62 Communications”)) in connection with any Dispute or potential Dispute; provided, the however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the expectation Closing, Seller shall be permitted to use the Communications in connection with the defense of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by any Dispute with Buyer, Intermediate LLC, the Company or any of the Company’s its Subsidiaries. Notwithstanding the foregoing; provided, if a dispute arises between Buyer, the Company that such use does not waive any applicable privileges or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller protections that can or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege be asserted to prevent disclosure of any Communications to such any third party party. For the avoidance of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weissdoubt, P.X.; providednothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, howeverand Seller shall not take any action, or cause Pepper to take any action, that none of Buyer, the Company or would reasonably be expected to waive any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedprotection as to any third party.

Conflicts and Privilege. (a) BuyerAcquiror and the Company, on behalf of itself their respective successors and its Affiliates (whichassigns, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees hereby agree that, notwithstanding any current or prior representation of in the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate event a dispute with respect to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyeror among (i) the Sponsor, the Company shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the Company’s Subsidiaries“DUET Projects Group”), on the one hand, and (ii) any Seller (or Sellers’ Representative)member of the Fenix360 Group, on the other hand, then either or both any legal counsel, including Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (“Nxxxxx Xxxxxxx”), Hxxxxx Xxxxxxxx & Rxxxxxx LP, and Pinsent Masons (“Pinsent Masons”), that represented Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) the DUET Projects Group in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyerthe Acquiror, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay such counsel may have represented the Company or one or more of its Subsidiaries Acquiror in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, Acquiror and/or the Sponsor. Acquiror and the Company or a Subsidiary of the Company. Buyerand, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and its SubsidiariesAcquiror), also agrees further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeAcquiror, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) Sponsor and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation other member of the transactions contemplated by this Agreement or any other Transaction DocumentDUET Projects Group, on the one hand, and (ii) do not include advice (Nxxxxx Xxxxxxx and/or Pinsent Masons, on the other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)hand, the attorney-/client privilege and the expectation of client confidence belongs shall survive the Closing and belong to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by Buyer, the Company or any of DUET Projects Group after the Company’s SubsidiariesClosing. Notwithstanding the foregoing, if a dispute arises between Buyer, any privileged communications or information shared by the Company prior to the Closing with Acquiror or any the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. Recognizing that Xxxx Xxxxx LLP (a“Seller Counsel”) Buyer, on behalf of itself has been engaged by the Seller and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) the Seller in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or connection with the transactions contemplated hereby or thereby. Buyerhereunder, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) each Purchaser hereby (a) waives waives, on its own behalf and agrees to cause its Affiliates to waive, any claim conflicts that Buyer or may arise after the Company Closing between the Purchaser or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s SubsidiariesAffiliates, on the one hand, and the Seller or any Seller (or Sellers’ Representative)of its Affiliates, on the other hand, then either and (b) agrees that Seller Counsel may represent the Seller or both any of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) its Affiliates in such dispute even though the interests interest of one or more of such Persons the Seller may be directly adverse to Buyerthe Purchaser or any of its Affiliates, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Seller Counsel may have represented the Company Purchaser or one or more any of its Subsidiaries Affiliates in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyerthe Purchaser or any of its Affiliates. In addition, the Company or a Subsidiary of the Company. Buyereach Purchaser, on its own behalf and on behalf of itself and its Affiliates (whichAffiliates, for this purpose, shall be deemed to include the Company and its Subsidiaries), also further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications between among any of Seller Counsel or among either the Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective directors, managers, members, partners, officers or employees or Affiliates that (i) primarily relate in any way to this Agreement or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)hereunder, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ the Seller and Sellers’ Representative and may shall be controlled solely by Sellers’ Representative the Seller and shall not pass to or be claimed by Buyer, the Company either Purchaser or any of its Affiliates. Accordingly, the Company’s SubsidiariesPurchasers shall not have access to any such communications, or to the files of Seller Counsel relating to its engagement, whether or not the Closing shall have occurred. Notwithstanding those efforts, each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that the foregoing, if a dispute arises between Buyer, the Company or any consummation of the Company’s Subsidiariestransactions contemplated hereunder may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Each Purchaser, on its behalf and on behalf of its Affiliates, further understands and agrees that any disclosure of such information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Each Purchaser, on its behalf and on behalf of its Affiliates, agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the one handappropriate Person upon becoming aware of its existence. Each Purchaser agrees to take, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representativeto cause its Affiliates to take, on all steps necessary to implement the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party intent of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.this Section. 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Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its the Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its the Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissSidley Austin LLP, P.X., either or both firms Sidley Austin LLP shall be allowed to represent Sellers (Seller and Sellers’ Representative) any of his Affiliates in any matters and disputes adverse to Buyer and/or Buyer, the Company and its Subsidiaries and/or any Subsidiary that relate to this Agreement either are existing on the date hereof or arise in the other Transaction Documents or the transactions contemplated hereby or therebyfuture. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries the Subsidiaries) hereby (a) waives any claim that Buyer or Buyer, the Company or any of its Subsidiaries Subsidiary has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Sidley Austin LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any Subsidiary and Seller or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other handhis Affiliates, then either Sidley Austin LLP may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries and/or such Subsidiary and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Sidley Austin LLP may have represented the Company or one or more of its Subsidiaries such Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Companydispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its the Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeSidley Austin LLP and Seller, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) any Subsidiary and/or any of their respective Affiliates that (i) primarily relate occur prior to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Closing, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative Seller and may be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by Buyer, the Company or any of the Company’s SubsidiariesSubsidiary. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, Subsidiary and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, an Affiliate of Seller after the Closing, then the Company and its Subsidiaries or any such Subsidiary (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Sidley Austin LLP; provided, however, provided that none of Buyerif the Company or the Subsidiaries elect to waive such privilege, the Company or any the Subsidiaries, as applicable, shall provide Seller with reasonable advance notice of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedwaiver.

Conflicts and Privilege. (a) Buyer, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Stroock & Stroock & Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissLLP (“Stroock”), P.X., either or both firms Stroock shall be allowed to represent Sellers (and Sellers’ Representative) Seller or any of its Affiliates in any matters and and/or disputes (or any other matter), including in any matter or dispute adverse to Buyer and/or Buyer, the Company Company, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and its Subsidiaries that relate relates to this Agreement or any of the other Transaction Documents Documents, or any of the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Buyer and the Company and its Subsidiaries ) hereby (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Stroock has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if in the event that a dispute arises with respect after the Closing relating to the transactions contemplated by this Agreement or any the other Transaction Document after the Closing Documents between Buyer, the Company Company, or any of the Company’s Subsidiaries, their respective Affiliates (on the one hand) and Seller, and or any Seller of its Affiliates (or Sellers’ Representative), on the other hand), then either Stroock may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, the Company Company, or one or more any of the Company’s Subsidiaries their respective Affiliates and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Stroock may have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, dispute. Buyer and the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees further agree that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company Stroock and the Company’s Subsidiaries (with respect to the Company , Seller, and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate in any way to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other the Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Documents, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ Seller and Sellers’ Representative and may shall be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by Buyer, the Company Buyer or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if in the event that a dispute arises after the Closing between Buyer, Buyer or the Company or any of the Company’s Subsidiaries, (on the one hand, ) and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand), after the Closingother than a party to this Agreement, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure of confidential communications by Stroock to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.and/or may require Seller to assert such privilege; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may not waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Conflicts and Privilege. (a) Buyer, SPAC and the Acquisition Entities hereby agree on behalf of itself their respective Non-Party Affiliates and its each of their respective successors and assigns (all such parties, the “Company Counsel Waiving Parties”), that Xxxxxx Xxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxxxx”) and Burnet, Xxxxxxxxx & Xxxxxx LLP (“BD&P”) may represent the equityholders of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (whichother than SPAC, for this purpose, shall be deemed to include the Company and its Acquisition Entities or their respective Subsidiaries) agrees that(collectively, the “Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding any current or its prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissor other Company Counsel Waiving Parties, P.X.and each of SPAC, either or both firms shall be allowed to represent Sellers the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving Parties hereby consents thereto and irrevocably waives (and Sellers’ Representativewill not assert) in any matters conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx Xxxxxxx’x or BD&P’s prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and disputes adverse to Buyer and/or the Company, for itself and the Company Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf any member of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s SubsidiariesCounsel WP Group, on the one hand, and any Seller (or Sellers’ Representative)each of Xxxxxx Xxxxxxx and BD&P, on the other hand, then either made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or both any dispute or Action arising out of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissor relating to, P.X. xay represent such Seller this Agreement, any Ancillary Documents or the Transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company following the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer“Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company Acquisition Entities and the Company’s Subsidiaries (, together with respect to any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Company Counsel Privileged Communications, whether located in the records or email server of the Company and its Subsidiaries, solely prior to the Closing) and/or in any of their respective Affiliates that (i) primarily relate to Action against or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by Buyer, the Company or involving any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, parties after the Closing, then and SPAC, the Acquisition Entities and the Company and its Subsidiaries (agree not to assert that any privilege has been waived as to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications Company Counsel Privileged Communications, by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any virtue of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedTransactions.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and its Subsidiaries) the Blocker), agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries Securityholders and/or the Company Entities by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx Xxxx Xxxxxxxxxx & WeissHollister LLP (“Xxxx”), P.X., either or both firms Xxxx shall be allowed to represent Sellers (the Company Securityholders, the Seller Representative and Sellers’ Representative) each of their respective Affiliates in any matters and disputes adverse to Buyer and/or Buyer, the Company Entities and/or their respective Affiliates that either are existing on the Closing Date or arise in the future and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or therebyhereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and its Subsidiaries ) Blocker), hereby (ai) waives any claim that Buyer or Buyer, the Company Entities, Blocker or any of its Subsidiaries has their respective Affiliates have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Xxxx has a conflict of interest or are is otherwise prohibited from engaging in such representation and (bii) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Entities, Blocker or any of the Company’s Subsidiariestheir respective Affiliates, on the one hand, and the Company Securityholders, the Seller Representative, or any Seller (or Sellers’ Representative)of their respective Affiliates, on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxx may represent the Company Securityholders, P.X. xay represent the Seller Representative, and/or such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one or more of the Company Securityholders, the Seller Representative, and/or such Persons Affiliate may be directly adverse to Buyer, the Company or one or more of the Company’s Subsidiaries Entities, Blocker and/or their respective Affiliates and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Xxxx may have represented the Company Entities or one or more of its Subsidiaries Blocker in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the CompanyEntities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and its SubsidiariesBlocker), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxx and the Company Securityholders, the Company Entities and the Company’s Subsidiaries Blocker (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate in any way to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and the expectation of client confidence belongs solely to Sellers’ and Sellers’ Representative and may the Company Securityholders, shall be controlled solely by Sellers’ Representative the Company Securityholders and shall not pass to or be claimed by Buyer, Buyer or the Company Entities or any of the Company’s SubsidiariesBlocker. Notwithstanding the foregoing, if a dispute arises between Buyer, Buyer or the Company Entities or any of the Company’s Subsidiaries, on the one hand, Blocker and a third party (other than (and unaffiliated withthe Company Securityholders, the Seller Representative or their respective Affiliates) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company Entities and its Subsidiaries (Blocker, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Xxxx; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries Entities and Blocker may not waive such privilege without the prior written consent of Sellers’ the Seller Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. (a) Buyer, on behalf of itself Purchaser and its Affiliates (which, for this purpose, shall be deemed to include the Company agree and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison acknowledge that they shall not seek to cause Xxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers Xxxxx Xxxxxxxx LLP (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has current or may have that either former partners or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (bemployees) agrees that, if a dispute arises with respect to reveal to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between BuyerPurchaser, the Company or any other person any information obtained in connection with such firm’s representation of the Company’s SubsidiariesCompany prior to the Closing and protected by the attorney-client privilege of the Company where such information is being sought in anticipation of, or in connection with, any dispute or potential dispute between the Seller, on the one hand, and the Purchaser and the Company on the other, including, without limitation, any dispute arising out of this Agreement, absent a written authorization signed by Seller. Purchaser and the Company each acknowledge and agree that Seller will be entitled to retain the services of Xxxxxxx Xxxxx Boult Xxxxxxxx LLP as its attorneys in the event of any dispute between Purchaser or the Company, on the one hand, and Seller or its affiliates (or Sellers’ Representativeother than the Company), on the other hand, then either concerning this Agreement or both any of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissthe transactions contemplated herein or otherwise involving the Company, P.X. xay represent notwithstanding such Seller (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer, the Company or one or more firm’s prior representation of the Company’s Subsidiaries , and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more Purchaser and the Seller each hereby waive any conflict of its Subsidiaries in a matter substantially related to interest presented by such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Companyrepresentation. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativePurchaser, the Company and Seller agree that there existed prior to the Company’s Subsidiaries (with respect to Closing a common interest between the Company and its SubsidiariesSeller, solely which common interest will continue subsequent to the Closing, in the files generated and maintained by Xxxxxxx Xxxxx Boult Xxxxxxxx LLP in connection with such firm’s representation of the Company prior to the Closing) and/or . Accordingly, the Purchaser and the Company agree that subsequent to the Closing Date the Seller may have access to such files, and may consult with the partners and employees and former partners and employees of Xxxxxxx Xxxxx Boult Xxxxxxxx LLP having knowledge of such files and the related matters with respect to such files and such matters without in any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement way waiving any attorney-client communication, attorney work-product, or any other Transaction Document, and (ii) do not include advice (other than privileges. Seller hereby waives any conflicts of interest which may be presented by Xxxxxxx Xxxxx Boult Xxxxxxxx LLP’s representation of the Company after the Closing Date with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of matters for which such firm was providing representation to the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by Buyer, the Company or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (prior to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedClosing Date.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of Parent, the Company and its Subsidiaries and/or any Subsidiary of the Company by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxxxx LLP, P.X., either or both firms Xxxxx & Xxxxxxx LLP shall be allowed to represent Sellers (any or all of Parent and Sellers’ Representative) its Affiliates in any matters and disputes adverse to Buyer and/or Buyer, the Company, any Subsidiary of the Company and its Subsidiaries and/or their respective Affiliates that either are existing on the date of this Agreement or arise in the future and, in each case, relate to the negotiation, documentation and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereby or therebyTransactions. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries the Subsidiaries) hereby (ai) waives any claim that Buyer or Buyer, the Company, any Subsidiary of the Company or any of its Subsidiaries has and their respective Affiliates have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Xxxxxxx LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (bii) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company, any Subsidiary of the Company or any of the Company’s Subsidiariestheir respective Affiliates, on the one hand, and any Seller (or Sellers’ Representative)all of Parent and its Affiliates, on the other hand, then either Xxxxx & Xxxxxxx LLP may represent any or both all of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (Parent and Sellers’ Representative) its Affiliates in such dispute even though the interests of one any or more all of such Persons Parent and its Affiliates may be directly adverse to Buyer, the Company or one or more Company, any Subsidiary of the Company’s Subsidiaries Company and/or their respective Affiliates and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Xxxxxxx LLP may have represented the Company or one or more and/or any of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Company, any Subsidiary of the CompanyCompany and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxxxxx LLP and Parent, the Company and the Company’s Subsidiaries (with respect to , any Subsidiary of the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Transactions, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may Parent, shall be controlled by Sellers’ Representative Parent and shall not pass to or be claimed by Buyer, the Company or any of the Company’s its Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s its Subsidiaries, on the one hand, and a third party (other than (and unaffiliated with) Parent or any Seller or Sellers’ Representativeof their respective Affiliates), on the other hand, after the Closing, then Buyer, the Company and or any of its Subsidiaries (Subsidiaries, to the extent applicable) , may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison involving Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Xxxxxxx LLP; provided, however, that none of Buyer, neither the Company or nor any of the Company’s its Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedParent.

Conflicts and Privilege. (a) BuyerAcquiror and the Company, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and its Subsidiaries) agrees Surviving Company), hereby agree that, notwithstanding any current or prior representation of in the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate event a dispute with respect to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyeror among the Sponsor, the Company shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Company’s Subsidiaries) (collectively, the “Acquiror Group”), on the one hand, and the Surviving Company and/or any Seller (or Sellers’ Representative)member of the Company Group, on the other hand, then either or both any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) that represented Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) the Acquiror Group in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyerthe Acquiror or the Surviving Company, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay such counsel may have represented the Company or one or more of its Subsidiaries Acquiror in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerAcquiror, the Company or a Subsidiary Sponsor and/or any other member of the CompanyAcquiror Group. Buyer, on behalf of itself Acquiror and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees further agree that, as to all legally privileged communications prior to the Closing between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx any legal counsel (including Skadden, Arps, Slate, Xxxxxxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxx LLP) that represented Acquiror, the Company and Sponsor and/or any other member of the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely Acquiror Group prior to the Closing) and/or Closing and any of their respective Affiliates one or more such Persons that (i) primarily relate in any way to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)hereby, the attorney-/client privilege and the expectation of client confidence belongs to Sellers’ the Acquiror Group and Sellers’ Representative and may shall be controlled by Sellers’ Representative the Acquiror Group, and shall not pass to or be claimed or controlled by Buyer, Acquiror (after giving effect to the Company or any of Closing) and the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyerany privileged communications or information shared by the Company prior to the Closing with Acquiror, the Company or Sponsor and/or any other member of the Company’s Subsidiaries, on Acquiror Group (in any capacity) under a common interest agreement shall remain the one hand, and a third party other than (and unaffiliated with) any Seller privileged communications or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any information of the Surviving Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its SubsidiariesCompany) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxxxx LLP, P.X., either or both firms Xxxxx & Xxxxxxx LLP shall be allowed to represent Sellers (the Member and Sellers’ Representative) each of its Affiliates in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or and the transactions contemplated hereby or therebyhereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries Company) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Lardner LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, Buyer or the Company and the Member or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other handtheir Affiliates, then either Xxxxx & Xxxxxxx LLP may represent the Member or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one the Member or more of such Persons Affiliate may be directly adverse to Buyer, Buyer and/or the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Lardner LLP may have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Companydispute. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its SubsidiariesCompany), also agrees that, as to all attorney-client work product communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxxxxx LLP and the Member, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate solely to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative the Member and may be controlled by Sellers’ Representative the Member and shall not pass to or be claimed by Buyer, the Company Buyer or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, Buyer or the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller the Member or Sellers’ Representative, on an Affiliate of the other hand, Member after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Lardner LLP; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may not waive such privilege without the prior written consent of Sellers’ Representativethe Member. For clarification, which consent as of Closing, unless specifically retained as to a matter, Xxxxx & Xxxxxxx LLP shall not be unreasonably withheld, delayed or conditionedno longer represent the Company and shall comply with the terms of Section 5.5 for the benefit of the Company and the Buyer.

Conflicts and Privilege. (a) Buyer, SPAC and the Acquisition Entities hereby agree on behalf of itself their respective Non-Party Affiliates and its each of their respective successors and assigns (all such parties, the “Company Counsel Waiving Parties”), that Xxxxxxxxx Xxxxxxxx LLP (“Xxxxxxxxx”) and Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP (“SRFC”) may represent the equityholders of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (whichother than SPAC, for this purpose, shall be deemed to include the Company and its Acquisition Entities or their respective Subsidiaries) agrees that(collectively, the “Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding any current or its prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissor other Company Counsel Waiving Parties, P.X.and each of SPAC, either or both firms shall be allowed to represent Sellers the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving Parties hereby consents thereto and irrevocably waives (and Sellers’ Representativewill not assert) in any matters conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxxxxx or SRFC prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and disputes adverse to Buyer and/or the Company, for itself and the Company Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf any member of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s SubsidiariesCounsel WP Group, on the one hand, and any Seller (or Sellers’ Representative)each of Xxxxxxxxx and SRFC, on the other hand, then either made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or both any dispute or Action arising out of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissor relating to, P.X. xay represent such Seller this Agreement, any Ancillary Documents or the Transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company following the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (and Sellers’ Representative) in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyer“Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company Acquisition Entities and the Company’s Subsidiaries (, together with respect to any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Company Counsel Privileged Communications, whether located in the records or email server of the Company and its Subsidiaries, solely prior to the Closing) and/or in any of their respective Affiliates that (i) primarily relate to Action against or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative and shall not pass to or be claimed by Buyer, the Company or involving any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, parties after the Closing, then and SPAC, the Acquisition Entities and the Company and its Subsidiaries (agree not to assert that any privilege has been waived as to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications Company Counsel Privileged Communications, by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any virtue of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedTransactions.

Conflicts and Privilege. (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation It is acknowledged by each of the Company parties hereto that the Company, WBCP QP and Wxxxxxx Xxxxx Capital Partners VII, LP (together with WBCP QP, "WBCP") have retained K&E to act as its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) counsel in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or connection with the transactions contemplated hereby or thereby. Buyer, on behalf and that K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of itself and its Affiliates (which, the other parties has the status of a client of K&E for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) any other purposes as a result thereof. The Buyer hereby agrees that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyerthe Buyer and WBCP (including WBCP QP, in its capacity as the Company or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ ' Representative), on K&E may represent WBCP (including WBCP QP, in its capacity as the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ ' Representative) in such dispute even though the interests of one or more of such Persons WBCP (including WBCP QP, in its capacity as the Sellers' Representative) may be directly adverse to the Buyer, the Company or one or more of the Company’s Subsidiaries Subsidiaries, and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay K&E may have represented the Company or one or more of its the Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for the Buyer, the Company or a Subsidiary of the CompanySubsidiaries. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also Buyer further agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeK&E, the Company Company, the Subsidiaries and WBCP (including WBCP QP, in its capacity as the Company’s Subsidiaries (with respect Sellers' Representative) that relate in any way to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and the expectation of client confidence belongs to WBCP (including WBCP QP, in its capacity as the Sellers’ and Sellers’ Representative ' Representative) and may be controlled by Sellers’ Representative WBCP and shall not pass to or be claimed by the Buyer, the Company or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if in the event that a dispute arises between the Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, Subsidiaries and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, a party to this Agreement after the Closing, then the Company and its the Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.K&E to such third party; provided, however, that none of Buyer, neither the Company or any of nor the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedWBCP.

Conflicts and Privilege. (a) BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Holdings and the Company and its SubsidiariesCompany) agrees that, notwithstanding any current or prior representation of Holdings and the Company and its Subsidiaries by both Morrison Xxxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissLLP, P.X., either or both firms such firm shall be allowed to represent Sellers any Stockholder (and Sellersthe Stockholders’ Representative), Option Holder, or Person listed on Schedule 5.04(a) or 5.04(b) in any matters and disputes adverse to Buyer Parent, Holdings and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Acquisition Documents or the transactions contemplated hereby or thereby. BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Holdings and the Company and its Subsidiaries Company) hereby (a) waives any claim that Buyer Parent, Holdings or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave LLP has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees that, if a dispute arises with respect after the Closing that relates to this Agreement or the other Acquisition Documents or the transactions contemplated by this Agreement hereby or any other Transaction Document after the Closing thereby between BuyerParent, the Company Holdings or any of the Company’s Subsidiaries, on the one hand, and any Seller Stockholder (or Sellersthe Stockholders’ Representative)) or other Person, on the other hand, then either or both of Morrison Xxxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay LLP may represent such Seller Stockholder (and Sellersthe Stockholders’ Representative) or other Person in such dispute even though the interests of one or more of such Persons may be directly adverse to BuyerParent, Holdings or the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay LLP may have represented Holdings or the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for BuyerParent, the Company Holdings or a Subsidiary of the Company. BuyerParent, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include Holdings and the Company and its SubsidiariesCompany), also agrees that, as to all communications between or among either or both of Morrison Xxxxxxxx Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissLLP and the Stockholders, P.X. xnd Sellersthe Option Holders, Sellersthe Stockholders’ Representative, the Company Persons listed on Schedules 5.04(a) and 5.04(b), Holdings and the Company’s Subsidiaries Company (with respect to Holdings and the Company and its SubsidiariesCompany, solely prior to the ClosingEffective Time) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Acquisition Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Acquisition Document) regarding the Businessbusiness, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of Holdings and the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Company, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ the Stockholders and Sellersthe Stockholders’ Representative and may be controlled by Sellersthe Stockholders’ Representative and shall not pass to or be claimed by BuyerParent, the Company Holdings or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between BuyerParent, the Company Holdings or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or SellersStockholder, Option Holder, the Stockholders’ Representative, or a Person listed on Schedule 5.04(a) or 5.04(b) on the other hand, after the Closing, then Holdings and the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxxxxx Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.LLP; provided, however, that none of BuyerParent, Holdings or the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellersthe Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. It is acknowledged by each of the Parties hereto that the Securityholder Representative and the Majority Stockholder Entity has retained Xxxxxxx Procter LLP (a“Xxxxxxx”) Buyer, on behalf of itself to act as their counsel and its Affiliates (which, for this purpose, shall be deemed as counsel to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or connection with the transactions contemplated hereby or therebyhereby. Buyer, on behalf of itself The Purchaser and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company or any of the Company’s Subsidiaries, Purchaser Indemnified Party on the one hand, and any Seller (or Sellers’ Representative), the Securityholder Representative and/or the Majority Stockholder Entity on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weisswith respect to the Transactions, P.X. xay Xxxxxxx may represent such Seller (the Securityholder Representative and Sellers’ Representative) the Majority Stockholder Entity in such dispute even though the interests of one or more of such Persons the Securityholder Representative and the Majority Stockholder Entity may be directly adverse to Buyer, the Purchaser Indemnified Parties (including the Company or one or more and each of the Company’s Subsidiaries its Subsidiaries), and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Xxxxxxx may have represented the Company or one or more of and/or its Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company or a Subsidiary and/or its Subsidiaries. The Purchaser and the Company further agree, and agree to cause all of the Company. Buyer’s Subsidiaries to agree, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees that, as to all communications between or communications, in any form whatsoever, (x) among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeXxxxxxx, the Company and Company, the Subsidiaries of the Company’s Subsidiaries (with respect , the Securityholder Representative and/or any Seller before Closing that relate in any way to the Company Transactions and its Subsidiaries(y) Xxxxxxx, solely prior to the Closing) Securityholder Representative and/or any of their respective Affiliates that Seller after Closing (icollectively, (x) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Businessy), operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”), the attorney-client privilege and the expectation of client confidence belongs to Sellers’ the Securityholder Representative and Sellers’ Representative the Majority Stockholder Entity and may be controlled only by Sellers’ the Securityholder Representative and the Majority Stockholder Entity and shall not pass to or be claimed by Buyerthe Purchaser or any Purchaser Indemnified Party (including the Company and any Subsidiary of the Company). In connection with the foregoing, Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Company and the Company’s Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (a) Xxxxxxx’x representation of the Company and/or the Company’s Subsidiaries prior to the Closing with respect to the Transactions and (b) Xxxxxxx’x representation of the Stockholder Representative and the Majority Stockholder Entity prior to and after the Closing. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients that are or relate to Communications, only the Stockholder Representative and the Majority Stockholder Entity shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and Purchaser, the Company or any of the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one other hand. Purchaser agrees that it will not, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then that it will cause the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without not to, (i) access or use the prior written consent Communications, including by way of Sellers’ Representativereview of any electronic data, which consent shall not be unreasonably withheldcommunications or other information, delayed or conditioned.by seeking to have the Securityholder Representative or Majority

Conflicts and Privilege. (a) BuyerCompany, on behalf of itself Company Sub, Gulliver Media and its Affiliates (which, for this purpose, shall be deemed to include the Company SNI acknowledge and its Subsidiaries) agrees agree that, notwithstanding any current or prior representation of in the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if event a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyerany or all of SNI, Gulliver Media, Company, Company Sub, the Company Travel Channel Entities or any of the Company’s Subsidiariestheir respective Affiliates, on the one hand, and any Seller (or Sellers’ Representative)Cox TMI and its Affiliates, on the other hand, then either Dow Xxxxxx PLLC may represent any or both all of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (Cox TMI and Sellers’ Representative) any of its Affiliates in such dispute even though the interests of one or more of such Persons Cox TMI and its Affiliates may be directly adverse to BuyerSNI, the Gulliver Media, Company, Company or one or more Sub, any of the Company’s Subsidiaries Travel Channel Entities or their respective Affiliates, and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Dow Xxxxxx PLLC may have represented the any of SNI, Gulliver Media, Company, Company Sub, any Travel Channel Entity or one or more any of its Subsidiaries their respective Affiliates in a matter substantially related to such dispute dispute, or may be handling ongoing matters for BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or a Subsidiary any of the their respective Affiliates. Company. Buyer, on behalf of itself Company Sub, Gulliver Media SNI and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also agrees Cox TMI agree that, as to all communications between Dow Xxxxxx PLLC, on the one hand, and Cox TMI, Company, Company Sub, any Travel Channel Entity or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates Affiliates, on the other hand, that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Transactions, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ Cox TMI and Sellers’ Representative and may be controlled by Sellers’ Representative its Affiliates (other than Company, Company Sub, or any Travel Channel Entity), and shall not pass to or be claimed or controlled by BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of their respective Affiliates in the Company’s Subsidiariesevent of a legal dispute with any of Cox TMI or its Affiliates. Notwithstanding the foregoing, if in the event a dispute arises between BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of the Company’s Subsidiariestheir respective Affiliates, on the one hand, and a third party Person other than (and unaffiliated with) Cox TMI or any Seller or Sellers’ Representativeof its Affiliates, on the other hand, after the Closing, then SNI, Gulliver Media, Company, Company Sub, the Company and its Subsidiaries (to the extent applicable) applicable Travel Channel Entity or any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.Dow Xxxxxx PLLC to such Person; provided, however, that none of BuyerSNI, the Gulliver Media, Company, Company Sub, any Travel Channel Entity or any of the Company’s Subsidiaries their respective Affiliates may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed Cox TMI or conditionedthe applicable Affiliate of Cox TMI.

Conflicts and Privilege. (a) Buyer, on behalf of itself Seller and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, agree that notwithstanding any current or prior representation of the Company and Seller and/or its Subsidiaries Affiliates by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissXxxxx LLP (“MB”), P.X., either or both firms shall MB will be allowed to represent Sellers Seller or any of its Affiliates (and Sellers’ Representativewhich will no longer include the Company after the Closing) in any matters and disputes matter or dispute adverse to Buyer and/or the Company and its Subsidiaries Affiliates (including, after the Closing, the Company) that relate either is existing on the date hereof or that arises in the future and in each case relates to this Agreement or the other Transaction Documents or Related Documents, and, subject to the transactions contemplated hereby or thereby. Buyerforegoing, on behalf of itself Buyer does hereby, and agrees with respect thereto to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed to include the Company and its Subsidiaries Company) hereby to, (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave MB has a conflict of interest or are is otherwise prohibited from engaging in such representation representation, and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Buyer or any of the Company’s Subsidiaries, its Affiliates (on the one hand, ) and Seller or any Seller of its Affiliates (or Sellers’ Representative), on the other hand), then either MB may represent Seller or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Seller or more of such Persons Affiliate may be directly adverse to Buyer, the Company Buyer or one or more of its Affiliates (including the Company’s Subsidiaries ) and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute or MB may be handling ongoing matters for Buyer. Buyer further agrees, the Company or a Subsidiary of the Company. Buyer, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, the Company; provided, however, that MB shall be deemed permitted to include represent the Company and its Subsidiaries)pursuant to the terms of Section 12.17 of this Agreement) to agree, also agrees that, as to all privileged communications between or among either or both MB and Seller and any of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weissits Affiliates (including, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing, the Company) and/or that relate in any way to this Agreement, the transactions contemplated herby or the Company, its Affiliates or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of operations for the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of period ending at the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Closing, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ Representative to, and may be controlled by Sellers’ Representative by, Seller and shall will not pass to or be claimed by BuyerBuyer or its Affiliates (including, after the Closing, the Company Company). Accordingly, none of Buyer or any of its Affiliates (including, after the Closing, the Company’s Subsidiaries) will have access to such communications from and after the Closing. Notwithstanding the foregoingforegoing in this Section 12.17, if a dispute arises between BuyerBuyer or its Affiliates (including, after the Closing, the Company or any of the Company’s Subsidiaries, on the one hand, ) and a third party other than (and unaffiliated with) any Seller a Party to this Agreement or Sellers’ Representative, on the other hand, its Affiliates after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.MB to such unaffiliated third party; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may not waive such privilege without the prior written consent of Sellers’ RepresentativeSeller. This Section 12.17 will be irrevocable, which and no term of this Section 12.17 may be amended, waived, or modified, without the prior written consent shall not be unreasonably withheld, delayed or conditionedof Seller and Buyer.

Conflicts and Privilege. (a) BuyerIt is acknowledged by each of the Parties that the Acquired Companies and Seller have retained McGuireWoods to act as their counsel in connection with the Transactions and that McGuireWoods has not acted as counsel for any other Person in connection with the Transactions and that no other Party or other Person has the status of a client of McGuireWoods in connection with the Transactions for conflict of interest or any other purposes as a result thereof. Buyer and the Acquired Companies, on behalf of itself themselves and its Affiliates (whicheach of their Affiliates, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees that, notwithstanding any current or prior representation of the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives hereby waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave McGuireWoods has a conflict of interest in connection with, or are is otherwise prohibited from engaging in in, such representation and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between Buyer, the Company Buyer or any of its Affiliates (including, from and after Closing, the Company’s SubsidiariesAcquired Companies), on the one hand, and any Seller (or Sellers’ Representative)Seller, on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay McGuireWoods may represent such Seller (and Sellers’ Representative) in such dispute even though the interests interest of one or more of any such Persons party may be directly adverse to BuyerBuyer or any of its Affiliates (including, from and after Closing, the Company or one or more of the Company’s Subsidiaries Acquired Companies), and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay McGuireWoods may have represented the Company or one or more of its Subsidiaries Acquired Companies in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company or a Subsidiary of the CompanyAcquired Companies. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), also Buyer further agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company McGuireWoods and the Company’s Subsidiaries (with respect Seller that relate in any way to the Company and its Subsidiaries, solely prior to the Closing) and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation of the transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Transactions, the attorney-client privilege and privilege, the expectation of client confidence belongs and all other rights to Sellers’ and Sellers’ Representative any evidentiary privilege belong to Seller and may be controlled by Sellers’ Representative Seller and shall not pass to or be claimed by Buyer, Buyer or the Company or any of the Company’s SubsidiariesAcquired Companies. Notwithstanding the foregoing, if a dispute arises between Buyer, Buyer or the Company or any of the Company’s Subsidiaries, on the one hand, Acquired Companies and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, a Party after the Closing, then the Company and its Subsidiaries (to the extent applicable) Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communication by McGuireWoods to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.party; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries Acquired Companies may not waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditionedSeller. Seller and Buyer further agree that McGuireWoods and its partners and employees are third-party beneficiaries of this Section 10.4.

Conflicts and Privilege. Parent, Holdco, Merger Sub and the Company (a) Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees agree that, notwithstanding any current or prior representation of the Company and or any of its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx Stroock & WeissStroock & Lxxxx LLP (“Stroock), P.X., either or both firms Stroock shall be allowed to represent Sellers (and Sellers’ Representative) any Seller, the Representative or any of their respective Affiliates in any matters and and/or disputes (or any other matter), including any matter or dispute adverse to Buyer and/or Parent, the Company Company, any Subsidiaries of Parent or the Company, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and its Subsidiaries that relate relates to this Agreement or any of the other Transaction Documents Documents, or any of the transactions contemplated hereby or thereby. Buyer, and Parent, Holdco, Merger Sub and the Company (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries Subsidiaries) hereby (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave Stroock has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event that a dispute arises with respect to the transactions contemplated by this Agreement or any other Transaction Document after the Closing between BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company or any of the Company’s Subsidiaries, their respective Affiliates (on the one hand, ) and any Seller Seller, the Representative or any of their respective Affiliates (or Sellers’ Representative), on the other hand), then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Stroock may represent such Seller (and Sellers’ Representative) Seller, the Representative or such Affiliate in such dispute even though the interests of one such Seller, the Representative or more of such Persons Affiliate may be directly adverse to BuyerSurviving Pubco, the Surviving Company, any Subsidiaries of Surviving Pubco or the Surviving Company or one or more any of the Company’s Subsidiaries their respective Affiliates and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay Stroock may have represented the Company or one or more of and its Subsidiaries in a matter substantially related to such dispute or may be handling ongoing matters for Buyerdispute. Parent, Holdco and the Company or a Subsidiary of the Company. Buyer, (on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries), ) also agrees further agree that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ Representative, the Company Stroock and the Company’s , any of the Subsidiaries (with respect to of the Company and its SubsidiariesCompany, solely prior to any of the Closing) Sellers, the Representative and/or any of their respective Affiliates that relate in any way to (i) primarily relate to the business, operations, finances, assets, securities, liabilities or were otherwise in anticipation prospects of, or any other matters relating to, the Company or any of its Subsidiaries or (ii) any of the transactions contemplated by this Agreement or any other the Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Documents, the attorney-client privilege and the expectation of client confidence belongs to Sellers’ and Sellers’ the Representative and may be controlled by Sellers’ the Representative and shall not pass to or be claimed by BuyerParent, Holdco, the Company or any Subsidiary of Parent, Holdco or the Company’s Subsidiaries. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company or any of the Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. (a) BuyerThe Parties, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Amalgamation Effective Time, shall be deemed to include the Company and its Subsidiaries) agrees Amalgamated Company), hereby agree that, notwithstanding any current or prior representation of in the Company and its Subsidiaries by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X., either or both firms shall be allowed to represent Sellers (and Sellers’ Representative) in any matters and disputes adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries ) hereby (a) waives any claim that Buyer or the Company or any of its Subsidiaries has or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave a conflict of interest or are otherwise prohibited from engaging in such representation and (b) agrees that, if event a dispute arises with respect to the transactions contemplated by this Agreement or Agreement, any other Transaction Document or the Transactions arises after the Closing Amalgamation Effective Time between Buyeror among (x) the Sponsor, the Company shareholders or holders of other Equity Securities of Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Amalgamated Company’s Subsidiaries) (collectively, the “Parent Group”), on the one hand, and (y) the Amalgamated Company and/or any Seller (or Sellers’ Representative)member of the Company Group, on the other hand, then either or both any legal counsel, including Shearman & Sterling LLP (“Shearman”), that represented Parent and/or the Sponsor prior to the Amalgamation Effective Time may represent the Sponsor and/or any other member of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) the Parent Group in such dispute even though the interests of one or more of such Persons may be directly adverse to Buyerthe Amalgamated Company, the Company or one or more of the Company’s Subsidiaries and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay such counsel may have represented the Company or one or more of its Subsidiaries Parent in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Amalgamated Company or a Subsidiary of and/or the CompanySponsor. BuyerThe Parties, on behalf of itself their respective successors and its Affiliates assigns (whichincluding, for this purposeafter the Amalgamation Effective Time, shall be deemed to include the Company and its SubsidiariesAmalgamated Company), also agrees further agree that, as to all legally privileged communications prior to the Amalgamation Effective Time (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the Transactions) between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xnd Sellers, Sellers’ RepresentativeParent, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing) Sponsor and/or any of their respective Affiliates that (i) primarily relate to or were otherwise in anticipation other member of the transactions contemplated by this Agreement or any other Transaction DocumentParent Group, on the one hand, and (ii) do not include advice (Shearman, on the other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)hand, the attorney-/client privilege and the expectation of client confidence belongs shall survive the Amalgamation and belong to Sellers’ and Sellers’ Representative and may be controlled by Sellers’ Representative the Parent Group after the Amalgamation Effective Time, and shall not pass to or be claimed or controlled by Buyer, the Company or any of the Amalgamated Company’s Subsidiaries. Notwithstanding the foregoing, if any privileged communications or information shared by the Group Companies prior to the Amalgamation Effective Time with Parent, Amalgamation Sub or the Sponsor under a dispute arises between Buyer, common interest agreement shall remain the Company privileged communications or any information of the applicable Group Company’s Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, after the Closing, then the Company and its Subsidiaries (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & Weiss, P.X.; provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may waive such privilege without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

Conflicts and Privilege. (a) BuyerThe Company, on behalf of itself Buyer and its Affiliates (which, for this purpose, shall be deemed to include the Company and its Subsidiaries) agrees Sellers agree that, notwithstanding any current or prior representation of the Company and any Seller or its Subsidiaries Affiliates by both Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx O’Melveny & WeissMxxxx LLP (“OMM”), P.X., either or both firms shall OMM will be allowed to represent Sellers or any of their respective Affiliates (and Sellers’ Representativewhich will no longer include the Company after the Closing) in any matters and disputes disputes, including in any matter or dispute adverse to Buyer and/or the Company and its Subsidiaries that relate to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Buyer, on behalf of itself and its Affiliates (whichexcluding, for after the Closing, the Company) that either is existing on the date hereof or that arises in the future (provided that this purposewaiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Transactions), shall be deemed and Buyer does hereby, and agrees to include cause its Affiliates (including, after the Company and its Subsidiaries Closing, the Company) hereby to, (a) waives waive any claim that Buyer or the Company or any of its Subsidiaries has they have or may have that either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xave OMM has a conflict of interest or are is otherwise prohibited from engaging in such representation and (b) agrees agree that, if in the event of such a dispute arises with respect to the transactions contemplated by this Agreement matter or any other Transaction Document after the Closing between Buyerdispute, the Company OMM may represent Sellers or any of the Company’s Subsidiaries, on the one hand, and any Seller (or Sellers’ Representative), on the other hand, then either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay represent such Seller (and Sellers’ Representative) Affiliate in such dispute even though the interests of one Sellers or more of such Persons Affiliate may be directly adverse to Buyer, the Company Buyer or one or more of its Affiliates (including the Company’s Subsidiaries ) and even though Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & Weiss, P.X. xay OMM may have represented the Company or one or more of its Subsidiaries in a matter substantially related to such dispute dispute, or may be handling ongoing matters for Buyer, the Company Buyer or a Subsidiary of the Company. BuyerBuyer further agrees, on behalf of itself and agrees to cause its Affiliates (whichincluding, for this purposeafter the Closing, shall be deemed the Company) to include the Company and its Subsidiaries)agree, also agrees that, as to all communications between or among either or both of Morrison Xxxxx XLX xxx Jaffe Raxxx Xexxx & WeissOMM and Sellers and their respective Affiliates (including, P.X. xnd Sellers, Sellers’ Representative, the Company and the Company’s Subsidiaries (with respect to the Company and its Subsidiaries, solely prior to the Closing, the Company) and/or and any files of their respective Affiliates OMM that (i) primarily relate in any way to or were otherwise in anticipation of the transactions Transactions contemplated by this Agreement or any other Transaction Document, and (ii) do not include advice (other than with respect to or in anticipation of the transactions contemplated by this Agreement or any other Transaction Document) regarding the Business, operations, assets, liabilities (actual or contingent, including pending or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and rulings) and properties of the Company and its Subsidiaries (the “Sellers’ Retained Privileged 62 Communications”)Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to Sellers’ and Sellers’ Representative to, and may be controlled by Sellers’ Representative by, Sellers and shall will not pass to or be claimed by BuyerBuyer or its Affiliates (including, after the Closing, the Company Company). Accordingly, none of Buyer or any of its Affiliates (including the Company’s Subsidiaries) will have access to such communications or to the files of OMM relating to the Transactions from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Buyer, the Company Buyer or any of its Affiliates (including the Company’s Subsidiaries, on the one hand, ) and a third party other than (and unaffiliated with) any Seller or Sellers’ Representative, on the other hand, a Party to this Agreement after the Closing, then the Company will give prompt notice to Sellers and its Subsidiaries (to the extent applicable) may OMM and assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Morrison Xxxxx XLX xx Jaffe Raxxx Xexxx & WeissOMM and any files of OMM to such third party, P.X.and in such case, Buyer and its Affiliates (including the Company) shall have access to such communications or files, provided they arise from OMM’s representation of the Company (and, for the avoidance of doubt, do not exclusively arise from OMM’s representation of parties other than the Company); provided, however, that none of Buyer, the Company or any of the Company’s Subsidiaries may not waive such privilege or other protection, and Buyer and its Affiliates (including the Company) shall not have such access, without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Sellers agree that, as to all communications between OMM and the Company prior to the Closing that do not relate in any way to the Transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Buyer and passes to Buyer (including, after the Closing, the Company). Accordingly, from and after the Closing, Buyer (and, after the Closing, the Company) will have access to such communications and to the files of OMM relating to OMM’s representation of the Company other than with respect to the Transactions. Nothing herein is intended to waive OMM’s rights to protect its own work product.