Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Acquiror, the Companies and the Holder hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among Acquiror, the SCH Designated Directors and/or the Sponsor, on the one hand, and the Companies and/or the Holder, on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing may represent the SCH Designated Directors and/or the Sponsor in such dispute even though the interests of the SCH Designated Directors and/or the Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the SCH Designated Directors and/or the Sponsor. Acquiror, the Companies and the Holder further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the SCH Designated Directors and may be controlled by such SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies prior to the Closing with Acquiror, the Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. 100

Conflicts and Privilege. The Parties acknowledge that SuckerPunch has retained Hxxxxxxxx Xxxxxxxxx (a“Hxxxxxxxx Xxxxxxxxx”) Acquiror, to act as counsel for SuckerPunch in connection with the Companies transactions contemplated hereby. Parent and the Holder Acquisition Co. each hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between Parent (or among Acquiror, the SCH Designated Directors and/or the Sponsor, on the one hand, SuckerPunch) and the Companies and/or the HolderSuckerPunch Shareholder, on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing Hxxxxxxxx Xxxxxxxxx may represent the SCH Designated Directors and/or the Sponsor SuckerPunch Shareholder in such dispute even though the interests of the SCH Designated Directors and/or the Sponsor SuckerPunch Shareholder may be directly adverse to the AcquirorParent or SuckerPunch, and even though such counsel Hxxxxxxxx Xxxxxxxxx may have represented Acquiror SuckerPunch in a matter substantially related to such dispute, dispute or may be handling ongoing matters for Acquiror, the SCH Designated Directors and/or the SponsorParent or SuckerPunch. Acquiror, the Companies Parent and the Holder Acquisition Co. each further agree agrees that, as to all legally privileged communications among Hxxxxxxxx Xxxxxxxxx and (prior to the Closing between Closing) SuckerPunch or among (at any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLPtime before or after the Closing) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or more such Persons SuckerPunch Shareholder that relate in any way to the transactions contemplated herebyby this Agreement, the attorney/-client privilege and the expectation exception of client confidence belongs solely to the SCH Designated Directors SuckerPunch Shareholder and may be controlled only by such SCH Designated Directors, the SuckerPunch Shareholder and shall not pass to or be claimed by Parent or controlled by Acquiror (after giving effect SuckerPunch, because the interests of Parent and its Affiliates were directly adverse to SuckerPunch or the SuckerPunch Shareholder at the time such communications were made. This right to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/-client privilege other than to the extent they determine appropriate shall exist even if such communications may exist on SuckerPunch’s computer system or in connection with the enforcement or defense of their respective rights or obligations existing under this Agreementdocuments in SuckerPunch’s possession. Notwithstanding the foregoing, any privileged in the event that a dispute arises between Parent, SuckerPunch, and a Person other than a Party to this Agreement after the Closing, Parent and SuckerPunch may assert the attorney-client privilege to prevent disclosure to such third-party of confidential communications or information shared by the Companies made prior to the Closing with Acquirorby Hxxxxxxxx Xxxxxxxxx to SuckerPunch; provided, however, that SuckerPunch may not waive such privilege without the Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information prior written consent of the Surviving Companies. 100SuckerPunch Shareholder.

Conflicts and Privilege. (a) AcquirorEach of the parties hereto acknowledges and agrees that Xxxxxxx, Xxxxxx & Xxxx, P.C. (“Xxxxxxx”) has acted as counsel to the Acquired Companies and the Holder Sellers in connection with the negotiation of this Agreement and consummation of the Transactions. The Purchaser hereby consents and agrees to, and agrees to cause the Acquired Companies to consent and agree thatto, in Xxxxxxx representing the event a dispute Sellers after the Closing, including with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among Acquiror, the SCH Designated Directors and/or the Sponsor, on the one hand, and the Companies and/or the Holder, on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing may represent the SCH Designated Directors and/or the Sponsor disputes in such dispute even though which the interests of the SCH Designated Directors and/or the Sponsor Sellers may be directly adverse to the AcquirorPurchaser and its Affiliates (including the Acquired Companies), and even though such counsel Xxxxxxx may have represented Acquiror the Acquired Companies in a matter substantially related to any such dispute, or may be handling ongoing matters for Acquirorthe Acquired Companies. The Purchaser further consents and agrees to, and agrees to cause the SCH Designated Directors and/or the Sponsor. Acquiror, the Acquired Companies to consent and the Holder further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior communication by Xxxxxxx to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the SCH Designated Directors and may be controlled by such SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate Sellers in connection with any such representation of any fact known to Xxxxxxx arising by reason of Xxxxxxx’x prior representation of the enforcement or defense of their respective rights or obligations existing under this AgreementAcquired Companies. Notwithstanding In connection with the foregoing, the Purchaser hereby irrevocably waives and agrees not to assert, and agrees to cause the Acquired Companies to irrevocably waive and not to assert, any privileged communications conflict of interest arising from or information shared by in connection with (i) Xxxxxxx’x prior representation of the Acquired Companies and (ii) Xxxxxxx’x representation of the Sellers prior to and after the Closing with Acquiror, the Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. 100Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers’ Representative has retained Dxxxx Xxxxxx LLP (a“DM”) Acquiror, to act as its counsel in connection with the Companies and the Holder transactions contemplated hereby. Buyer hereby agree that, agrees that in the event of a dispute with respect under this Agreement, the Ancillary Documents and the documents and instruments contemplated hereby and thereby related to this Agreement or the transactions contemplated hereby or thereby that arises after the Closing between or among Acquiror, the SCH Designated Directors and/or the SponsorBuyer Indemnified Parties, on the one hand, and the Companies and/or the HolderSellers’ Representative and Sellers, on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing DM may represent the SCH Designated Directors Sellers’ Representative and/or the Sponsor Sellers in such dispute even though the interests of the SCH Designated Directors Sellers’ Representative and/or the Sponsor Sellers may be directly adverse to the AcquirorBuyer Indemnified Parties, and even though such counsel DM may have represented Acquiror the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) DM is then representing the Buyer Indemnified Parties and (b) such representation of such member of the Buyer Indemnified Parties would require DM to either refrain from representing the Sellers’ Representative and/or Sellers or may be handling ongoing matters for Acquiror, obtain the SCH Designated Directors informed consent of the Sellers’ Representative and/or the Sponsor. Acquiror, the Companies Sellers and the Holder applicable member of the Buyer Indemnified Parties under applicable Laws or applicable ethical standards governing attorney conduct. Buyer further agree agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented AcquirorDM, the SCH Designated Directors Company, the Sellers’ Representative and/or Sponsor prior to the Closing and any one or more such Persons Seller that relate in any way to the transactions contemplated herebyhereby or a similar transaction prior to the Closing (the “Protected Communications”), the attorney/-client privilege and the expectation of client confidence belongs with respect to the SCH Designated Directors Protected Communications (the “Associated Rights”) belong to the Sellers’ Representative and Sellers and may be controlled by such SCH Designated Directors, the Sellers’ Representative and Sellers and shall not pass to or be claimed or controlled by Acquiror Buyer, the Company (after giving effect Closing) or any of their Subsidiaries; 39 provided, however, the parties hereto expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among DM, the Company, the Sellers’ Representative and/or any Seller: (i) relating to (A) the pre-Closing operation by the Company of its business other than the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or (B) Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged (x) in the event that a dispute arises between Buyer Indemnified Parties, on the one hand, and a third party other than the Sellers’ Representative or a Seller, on the other hand, Buyer Indemnified Parties may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Buyer Indemnified Parties may not waive such privilege without the prior written consent of the Sellers’ Representative and (y) if Buyer is legally required by order of a Governmental Authority to access or information shared by obtain a copy of all or a portion of the Companies prior Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the Closing extent necessary to comply with Acquiror, the Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. 100such order.

Conflicts and Privilege. Recognizing that K&L Gates LLP has acted as legal counsel to Signing Sellers and the Acquired Entities prior to and as of the date of this Agreement and that K&L Gates LLP may be asked to act as legal counsel to Signing Sellers (aor “Replacement Seller” or “Replacement Sellers,” if applicable) Acquirorafter the date of this Agreement, the Companies Parties acknowledge that the Acquired Entities have waived, on their own behalf, and Purchaser hereby waives, any conflicts that may arise in connection with K&L Gates LLP’s representation of Signing Sellers (and “Replacement Seller” or “Replacement Sellers,” if applicable) after the Holder hereby agree Closing. The Parties also acknowledge that the Acquired Entities have agreed, and Purchaser also agrees, that, in the event a dispute with respect as to this Agreement or the transactions contemplated hereby arises after the Closing between or all communications among Acquiror, the SCH Designated Directors and/or the SponsorK&L Gates LLP, on the one hand, and the Companies and/or Acquired Entities (or any of them), the HolderSigning Sellers (or any of them), or the Acquired Entities and Signing Sellers (and “Replacement Seller” or “Replacement Sellers,” if applicable), on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing may represent the SCH Designated Directors and/or the Sponsor in such dispute even though the interests of the SCH Designated Directors and/or the Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the SCH Designated Directors and/or the Sponsor. Acquiror, the Companies and the Holder further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or more such Persons that relate in any way to this Agreement and to the transactions contemplated herebyunder or related to this Agreement and are in fact subject to attorney-client privilege, the attorney/-client privilege and the expectation of client confidence belongs belong to the SCH Designated Directors Signing Sellers (and may “Replacement Seller” or “Replacement Sellers,” if applicable), shall be owned and controlled by such SCH Designated DirectorsSigning Sellers (and “Replacement Seller” or “Replacement Sellers,” if applicable), and shall not pass to Purchaser or the Acquired Entities nor be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared retained by the Companies prior to the Closing with Acquiror, the Sponsor or the SCH Designated Directors Acquired Entities. Membership Interest Purchase and Sale Agreement (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. 100Project Dome II)

Conflicts and Privilege. (a) Acquiror, the Companies Company and the Holder Representative hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among Acquiror, the SCH GPIAC Designated Directors and/or the Sponsor, on the one hand, and the Companies Company, the Pre-Closing Holders, the Holder Representative and/or the HolderEscrow Stockholders, on the other hand, any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH GPIAC Designated Directors and/or the Sponsor prior to the Closing may represent the SCH GPIAC Designated Directors and/or the Sponsor in such dispute even though the interests of the SCH GPIAC Designated Directors and/or the Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the SCH GPIAC Designated Directors and/or the Sponsor. Acquiror, the Companies Company and the Holder Representative further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP) that represented Acquiror, the SCH GPIAC Designated Directors and/or the Sponsor prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated herebyby this Agreement, the attorney/client privilege and the expectation of client confidence belongs to the SCH GPIAC Designated Directors and may be controlled by such SCH GPIAC Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing), the Companies Company and the HolderHolder Representative; provided that the SCH GPIAC Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Companies Company prior to the Closing with Acquiror, the Sponsor or the SCH Designated GPIAC Appointed Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies. 100Corporation.