Common use of Conflicts and Privileges Clause in Contracts

Conflicts and Privileges. It is acknowledged by each of the parties hereto that the Holder Representative and the Holders have been represented by Xxxxxx and Xxxx LLP (“Xxxxxx”) in connection with the transactions contemplated hereby. Parent and Merger Sub hereby agree that in the event that a dispute arises after the Closing between Parent and its Subsidiaries, on the one hand, and the Holder Representative and the Holders, on the other hand, Xxxxxx may represent the Holder Representative and the Holders in such dispute even though the interests of the Holder Representative and the Holders may be directly adverse to Parent and its Subsidiaries, and even though Xxxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Xxxxxx, the Company, the Holder Representative and/or any Holder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Holder Representative and the Holders and may be controlled by the Holder Representative and the Holders and shall not pass to, or be claimed by, Parent, Merger Sub, the Surviving Corporation or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation and its Subsidiaries, on the one hand, and a third party other than the Holder Representative or a Holder, on the other hand, Parent, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party.

Conflicts and Privileges. It is acknowledged by Each of Parent and Merger Sub acknowledges that each of Xxxx-Xxxxxx Xxxxxx LLC, Xxxxx Xxxxxxx Tax Partners LLP, Catlow Law and Ifrah Law PLLC (collectively, “Company Counsel”) has acted as counsel for the parties hereto that the Holder Representative Company, its Subsidiaries and the Holders have been represented by Xxxxxx and Xxxx LLP (“Xxxxxx”) Stockholders in connection with the negotiation of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby. Parent hereby and Merger Sub hereby agree that thereby that, in the event of any post-Effective Time matters or disputes between the parties, the Stockholders reasonably anticipate that a Company Counsel will represent them in such matters or disputes. Parent consents to, and agrees to cause the Surviving Corporation to consent to, Company Counsel’s representation of the Stockholders in any such post-Effective Time matter or dispute arises after concerning this Agreement or the Closing between Ancillary Agreements or any transaction contemplated hereby or thereby, including one in which the interests of the Parent and its Subsidiariesthe Surviving Corporation, on the one hand, and the Holder Representative and the HoldersStockholders, on the other hand, Xxxxxx may represent the Holder Representative and the Holders in are adverse, whether or not such matter or dispute even though the interests of the Holder Representative and the Holders may be directly adverse to Parent and its Subsidiaries, and even though Xxxxxx may have represented the Company in a matter is substantially related to such dispute, or a matter in which Company Counsel may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Xxxxxx, have previously advised the Company, the Holder Representative and/or any Holder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege its Subsidiaries and the expectation of client confidence belongs to the Holder Representative and the Holders and may be controlled by the Holder Representative and the Holders and shall not pass to, or be claimed by, Parent, Merger Sub, the Surviving Corporation or any of its SubsidiariesStockholders. Notwithstanding the foregoing, in the event that a dispute arises All communications between Parent, the Surviving Corporation and its SubsidiariesCompany Counsel, on the one hand, and a third party the Company, its Subsidiaries, the Stockholders’ Representative and/or any Stockholder, or any of their respective directors, officers, employees or other than the Holder Representative or a Holderrepresentatives, on the other hand, Parentthat directly relate to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or any dispute arising under this Agreement or the Ancillary Agreements (collectively, the “Deal Communications”) shall belong to and be controlled by the Stockholders and shall not pass to or be claimed by the Parent or the Surviving Corporation Corporation. All Deal Communications that are attorney-client privileged shall remain privileged after the Effective Time and its Subsidiaries may assert the attorney-client privilege privilege, attorney work-product protection, and expectation of client confidence relating thereto shall belong to prevent disclosure of confidential communications and be controlled by the Stockholders and may be waived only by the Stockholders’ Representative, and shall not pass to such third partybe claimed or used by the Parent or the Surviving Corporation.

Conflicts and Privileges. It is acknowledged by each of the parties hereto (a) Each party acknowledges and agrees that the Holder Representative and the Holders have been represented by Xxxxxx and Xxxx LLP (“Xxxxxx”) in connection with the transactions contemplated hereby. Parent matters related to this Agreement, XxXxxxxx Xxxxxxx LLC solely represented the Company and Merger Sub did not represent any of the Company Securityholders or any director, officer or employee of the Company individually. (b) Purchaser hereby agree that in waives and will not assert, and agrees to cause Surviving Company and the event that a dispute arises Company to waive and not to assert, any conflict of interest arising out of or relating to the potential representation after the Closing between Parent and its Subsidiaries, on (the one hand, and the Holder Representative and the Holders, on the other hand, Xxxxxx may represent the Holder Representative and the Holders in such dispute even though the interests “Post-Closing Representation”) of the Holder Representative and the Holders may be directly adverse to Parent and its SubsidiariesCompany Representative, and even though Xxxxxx may have represented any Company Securityholder or any director, officer or employee of the Company in (any such Person, a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Xxxxxx, the Company, the Holder Representative and/or any Holder that relate “Designated Person”) in any way to matter involving this Agreement or the transactions contemplated by this Agreement, by any legal counsel (including XxXxxxxx Xxxxxxx LLC) currently representing the Company in connection with this Agreement or the transactions contemplated by this Agreement (the “Current Representation”). (c) Purchaser hereby waives and will not assert, and agrees to cause Surviving Company and the Company to waive and not to assert, any attorney-client privilege with respect to any communication between any such legal counsel (including XxXxxxxx Xxxxxxx LLC) and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Purchaser Covered Party (including, following the Effective Time, Surviving Company and the Company), it being the intention of the parties that following the Effective Time all such rights to such attorney-client privilege and the expectation of to control such attorney-client confidence belongs privilege shall be vested in and belong to the Holder Representative Company Stockholders; provided, that the foregoing waiver and acknowledgement of retention shall not extend to (i) any communication not involving this Agreement or the transactions contemplated by this Agreement or any communication with any Person other than any Designated Persons and their advisors and (ii) matters involving a third party as to which Purchaser, Surviving Company and the Holders and may Company, as applicable, shall be controlled by the Holder Representative and the Holders and shall not pass to, or be claimed by, Parent, Merger Sub, the Surviving Corporation or any of its Subsidiaries. permitted to assert attorney-client privilege. (d) Notwithstanding the foregoing, in the event that a dispute arises between Parentany of Purchaser, the Surviving Corporation and its SubsidiariesCompany or their Affiliates, on the one hand, and a third party other than the Holder Representative or a HolderDesignated Person, on the other hand, ParentPurchaser, the Surviving Corporation and its Subsidiaries Company or their Affiliates may assert the attorney-client privilege to prevent the disclosure of confidential any communications related to the Current Representation to such third party; provided, however, that none of Purchaser, Surviving Company or their Affiliates may waive such privilege without the prior written consent of the Company Representative.

Conflicts and Privileges. It is acknowledged by each (a) Each of the parties hereto that the Holder Representative Parties hereby irrevocably acknowledge and the Holders have been represented by Xxxxxx and Xxxx agree that: (i) Cxxxxx LLP (the “XxxxxxDesignated Firm”) has acted as counsel to the Company prior to the Closing, including in connection with the Transactions contemplated hereby, (ii) in connection with any dispute arising under or in connection with this Agreement, any agreement, instrument or document entered into pursuant to this Agreement or the Transaction or other transactions contemplated hereby. Parent by this Agreement (a “Dispute”), Acquiror hereby irrevocably waives and Merger Sub hereby agree that in agrees not to assert, and agrees to cause the event that a dispute arises Company after the Closing to irrevocably waive and agree not to assert, any conflict of interest arising from or in connection with the Designated Firm’s representation of the Company prior to and after the Closing; (iii) all communications between Parent or among any of the Company, its Representatives, any of the Company Stockholders or any of the Company’s directors, officers, managers, employees, agents, advisors (including the Designated Firm) or their representatives made in connection with the negotiation, preparation, execution, delivery and its Subsidiariesclosing under, on or any Dispute or otherwise relating to any potential sale or acquisition of the one handCompany, and all related documents and files (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications and shall be excluded from the assets to be transferred to Acquiror pursuant to this Agreement or any other agreement, instrument or document contemplated hereby; (iv) all rights to such Protected Seller Communications, and the Holder Representative control of the confidentiality and privilege applicable thereto shall be vested exclusively in the Surviving Company on behalf of the Company and shall remain privileged after the Closing and the Holders, on the other hand, Xxxxxx may represent the Holder Representative privilege and the Holders in such dispute even though expectation of client confidence relating thereto shall belong solely to the interests Surviving Company on behalf of the Holder Representative and the Holders may be Company; (v) neither Acquiror nor Merger Sub shall have any right, directly adverse or indirectly, to Parent and its Subsidiaries, and even though Xxxxxx may have represented the Company in a matter substantially related to such disputeassert or waive any privilege or protection against disclosure, or may be handling ongoing matters for the Surviving Corporation discover, use or its Subsidiaries. Parent and Merger Sub further agree thatdisclose any Protected Seller Communications in any manner, as including in connection with any dispute or legal proceeding relating to all communications among Xxxxxxor in connection with this Agreement, the Company, events and negotiations leading to this Agreement or the Holder Representative and/or any Holder that relate in any way to the Transaction or other transactions contemplated by this Agreement; and (vi) the Designated Firm shall have no duty to disclose any Protected Seller Communications to Acquiror or Merger Sub or otherwise. (b) The Company hereby irrevocably acknowledges and agrees, on behalf of itself and its directors, stockholders, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that any legal counsel (including White & Case LLP (the “Prior Acquiror Firm”)) that represented Acquiror, the Sponsor and/or any director nominee designated by the Sponsor (the “Gxxx Designee”) prior to the Closing, including in connection with the Transactions contemplated hereby, (ii) the Prior Acquiror Firm may represent the Gxxx Designee, the Sponsor or any of the Sponsor’s Affiliates (excluding, for the avoidance of doubt, Acquiror) or its Affiliates’ respective directors, members, managers, officers or employees, in each case, after the Closing in connection with any Dispute, notwithstanding such counsel’s representation of Acquiror prior to the Closing, and each of Acquiror and the Company, on behalf of itself and the Company Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of Acquiror and the Company, on behalf of itself and the Company Waiving Parties, hereby further agrees that, all legally privileged communications prior to the Closing between or among any legal counsel (including the Prior Acquiror Firm) and the Acquiror, the Gxxx Designee, the Sponsor, or any of the Sponsor’s Affiliates or any of the Sponsor’s or its Affiliates’ respective directors, members, managers, or employees prior to the Closing in any way related to the transactions contemplated hereby, the attorney-/client privilege and the expectation of client confidence (i) belongs to the Holder Representative Gxxx Designee and the Holders and Sponsor, (ii) may be controlled by the Holder Representative Gxxx Designee and the Holders Sponsor, and (iii) shall not pass to, to or be claimed by, Parent, Merger Subor controlled by Acquiror, the Surviving Corporation Company or any other Company Waiving Party; provided, that (A) the Gxxx Designee and the Sponsor 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 and (B) the applicable legal counsel (including the Prior Acquiror Firm) that represented the Acquiror, the Gxxx Designee, the Sponsor, or any of the Sponsor’s Affiliates or any of the Sponsor’s or its Subsidiaries. Notwithstanding Affiliates’ respective directors, members, managers, or employees prior to the foregoing, in the event that a dispute arises between Parent, Closing shall have no duty to disclose any such communications or information to Acquiror or the Surviving Corporation and its SubsidiariesCompany, on the one hand, and a third party other than the Holder Representative or a Holder, on the other hand, Parent, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications to such third partyotherwise.