Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any of its successors) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.

Conflicts and Privilege. (a) SPAC Acquiror, the Grosvenor Companies and the Company Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2Grosvenor Companies and/or the Grosvenor Holders, on the other hand, that Loeb any legal counsel (including Xxxxxx Xxxxxxx & Loeb Xxxx LLP (or any of its successorsand Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC Acquiror and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPACthe Acquiror, and even though such counsel may have represented SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC Acquiror and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company Grosvenor Companies prior to the Closing with SPAC Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company Grosvenor Companies following the Closing.

Conflicts and Privilege. (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb any legal counsel (including Xxxxxx Xxxxxxx & Loeb Xxxx LLP, Xxxxxxx Xxxxx LLP (or any of its successorsand Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPAC, and even though such counsel may have represented SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or Sponsor. All communication pre-Closing communications between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo Company or the Surviving Corporation SPAC following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.

Conflicts and Privilege. (a) SPAC Acquiror and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC Acquiror, Merger Sub and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb any legal counsel (including Xxxxxx Xxxxxxx & Loeb Xxxx LLP (or any of its successorsand Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC Acquiror and/or Sponsor prior to the Closing (“Prior SPAC Acquiror Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPACAcquiror, and even though such counsel may have represented SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC Acquiror and/or Sponsor. All communication between or among Prior SPAC Acquiror Counsel, on the one hand, and SPAC Acquiror, Merger Sub or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo Acquiror or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.

Conflicts and Privilege. (a) SPAC and the Company Xxxxxxx Parties hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or the Surviving Corporation or the Sponsor, on the one hand, and the any Xxxxxxx Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb Shearman & Loeb Sterling LLP (or any of its successors) successors that represented SPAC and/or or the Sponsor prior to the Closing (“Prior SPAC Counsel”)) may represent the Sponsor in such dispute even though the interests of the Sponsor may be directly adverse to SPACthose of the Surviving Corporation, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or or the Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC the Surviving Corporation or the Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo any Xxxxxxx Party or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the any Xxxxxxx Company prior to the Closing with SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the such Xxxxxxx Company following the Closing.. 101

Conflicts and Privilege. (a) SPAC and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb any legal counsel (including Xxxxxx Xxxxxxx & Loeb Xxxx LLP (or any of its successorsand Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPAC, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.

Conflicts and Privilege. (a) SPAC Acquiror and the Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among SPAC Acquiror, Merger Sub and/or Sponsor, on the one hand, and the Company, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb any legal counsel (including Xxxxxx Xxxxxxx & Loeb Xxxx LLP (or any of its successorsand Ellenoff Xxxxxxxx & Schole LLP) that represented SPAC Acquiror and/or Sponsor prior to the Closing (“Prior SPAC Acquiror Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to SPACAcquiror, and even though such counsel may have represented SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for SPAC Acquiror and/or Sponsor. All communication between or among Prior SPAC Acquiror Counsel, on the one hand, and SPAC the Acquiror, Merger Sub or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo the Acquiror or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Company following the Closing.