Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The Parties agree that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”), on the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx to such Third Party. (b) The Parties agree that, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Company, WBCP QP and Wxxxxxx Xxxxx Capital Partners VII, LP (atogether with WBCP QP, "WBCP") have retained K&E to act as its counsel in connection with the transactions contemplated hereby and that K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of K&E for conflict of interest or any other purposes as a result thereof. The Parties agree Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and WBCP (including WBCP QP, in its capacity as the Sellers' Representative), K&E may represent WBCP (including WBCP QP, in its capacity as the Sellers' Representative) in such dispute even though the interests of WBCP (including WBCP QP, in its capacity as the Sellers' Representative) may be directly adverse to the Buyer, the Company or the Subsidiaries, and even though K&E may have represented the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer, the Company or the Subsidiaries. Buyer further agrees that, as to all communications among Bxxxxxxxx LLP K&E, the Company, the Subsidiaries and WBCP (“Bxxxxxxxx”)including WBCP QP, on in its capacity as the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates Sellers' Representative) that relate in any way to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller WBCP (including WBCP QP, in its capacity as the Sellers' Representative) and may be controlled by Seller WBCP and shall not pass to or be claimed by the Buyer, the Company from and after or the ClosingSubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, Company or the Company Subsidiaries and a Third Party third party other than another Party or their equityholders or Affiliates a party to this Agreement after the Closing, the Seller and/or Company and the Company Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx K&E to such Third Party. (b) The Parties agree thatthird party; provided, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”)however, on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or neither the Company from and after nor the Closing. Notwithstanding Subsidiaries may waive such privilege without the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure prior written consent of confidential communications by Kxxxxxxx to such Third PartyWBCP.

Conflicts and Privilege. Each of the parties hereto acknowledges and agrees that Xxxxxx Xxxx LLP (“Tonkon”) has acted as counsel to the Company, Shareholder Representative, Seller, and each of the Shareholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (a) The Buyer hereby consents and agrees to, and agrees to cause, the Company to consent and agree to, Tonkon representing the Shareholder Representative, Seller, and/or any of the Shareholders (collectively, the “Seller Parties”) after the Closing, including, without limitation, with respect to disputes in which the interests of the Seller Parties agree thatmay be directly adverse to Buyer and its subsidiaries (including the Company). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Tonkon’s prior representation of the Company and (ii) Tonkon’s representation of the Shareholder Representative, Seller and the Shareholders prior to and after the Closing, including the communication by Tonkon to the Seller Parties in connection with any such representation. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. Nothing in this Section 10.15 shall constitute a waiver of any attorney-client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis a vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. (b) In addition, all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)involving attorney-client confidences between the Company, Seller, the Shareholders or the Shareholder Representative, on the one hand, and Seller or Tonkon, on the Company and their respective direct and indirect equityholders and Affiliates that relate to other hand, in the course of the negotiation and documentation of this Agreement or any Related Agreement or any and the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to the Seller, the Shareholders and the Shareholder Representative (and not the Company) and may be controlled by the Seller, the Shareholders and the Shareholder Representative. Without limiting the generality of the transactions contemplated hereby or therebyforegoing, upon and after the Closing, the Seller, the Shareholders and the Shareholder Representative and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx to such Third Party. (b) The Parties agree that, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate with respect to the negotiation and documentation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer Transaction Documents, and may be controlled by Buyer and the Company shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Partyholder thereof.

Conflicts and Privilege. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxx Xxxx Xxxxxxxxx US LLP (a“NRF”) The Parties agree may serve as counsel to Seller on the one hand, and the Company on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, NRF may serve as counsel to Seller or any director, member, partner, officer, employee or Affiliate of Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or any other matter notwithstanding such representation (or continued representation) of the Company and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Xxxxx further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)NRF, on the one hand, and Seller or the Company and their respective direct and indirect equityholders and Affiliates Seller that relate in any way to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or the Company from and after the ClosingCompany. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Seller, the Company and a Third Party third party other than another Party or their equityholders or Affiliates a party to this Agreement after the Closing, the Seller and/or the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx NRF to such Third Party. (b) The Parties agree that, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”), on the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates third party; provided that relate to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after may not waive such privilege without the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the prior written consent of Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.

Conflicts and Privilege. (a) The Parties agree Buyer acknowledges that Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman represent the interests of the Seller in the transactions contemplated by this Agreement. The Buyer hereby agrees that, in the event a dispute arises after the Closing between the Buyer and the Seller, Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman may represent the Seller in such dispute even though the interests of the Seller may be directly adverse to the Buyer or to any of the Companies, and even though Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman may have represented any of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or any of the Companies. The Buyer further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)Xxxxxxx & Xxxxx LLP, on the one handCannizzo, and Seller or the Company and their respective direct and indirect equityholders and Affiliates that relate to the negotiation of this Agreement or any Related Agreement or Stikeman, any of the transactions Companies and the Seller that relate in any way to the transaction contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller and may be controlled by Seller the Seller, and shall not pass to or be claimed or controlled by the Company from and after Buyer or any of the ClosingCompanies. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, Buyer or any of the Seller, the Company Companies and a Third Party party other than another a Party or their equityholders or Affiliates to this Agreement after the Closing, the Seller and/or the any Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx Xxxxxxx & Xxxxx LLP, Xxxxxxxx and Stikeman to such Third Party. (b) The Parties agree thatthird party; provided, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”)however, on that the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to or such Company may not waive such privilege without the negotiation of this Agreement or any Related Agreement or any prior written consent of the transactions contemplated hereby or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Party.

Conflicts and Privilege. It is acknowledged by each of the Parties that the Companies, the Company Holders, and the Seller Representative have retained XxXxxxxxx Will & Xxxxx LLP (a) “XxXxxxxxx”), to act as their counsel in connection with the transactions contemplated hereby. The Parties agree Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the Purchaser or any of the Companies, on the one hand, and the Seller Representative or any of the Company Holders on the other hand, XxXxxxxxx may represent the Seller Representative and Company Holders in such dispute, even though the interests of the Seller Representative and Company Holders may be directly adverse to the Companies, and even though XxXxxxxxx may have represented one or more of the Companies in a matter substantially related to such dispute. The Purchaser further agrees that, as to all communications among Bxxxxxxxx LLP (“Bxxxxxxxx”)XxXxxxxxx, on the one handCompanies, and the Seller or the Representative and/or any Company and their respective direct and indirect equityholders and Affiliates Holders that relate in any way to the negotiation of this Agreement or any Related Agreement or any of the transactions contemplated hereby or therebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller Representative and the Company Holders and may be controlled by the Seller Representative and Company Holders and shall not pass to or be claimed by the Company from and Purchaser or the Companies after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the BuyerPurchaser and the Companies on the one hand and a third party other than the Seller Representative or any Company Holder, on the other hand, the Seller, Purchaser and the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Seller and/or the Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Bxxxxxxxx to such Third Party. (b) The Parties agree thatthird party; provided, as to all communications among Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”)however, on that neither the one hand, and Buyer and its respective direct and indirect equityholders and Affiliates that relate to Purchaser or the negotiation of this Agreement or any Related Agreement or any Companies may waive such privilege without the prior written consent of the transactions contemplated hereby Seller Representative (which consent may not be unreasonably withheld or thereby, the attorney-client privilege and the expectation of client confidence belongs to Buyer and may be controlled by Buyer and shall not pass to or be claimed by the Seller or the Company from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Seller, the Buyer, the Company and a Third Party other than another Party or their equityholders or Affiliates after the Closing, the Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Kxxxxxxx to such Third Partydelayed).