Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx Xxxxxx, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Affiliates (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx and the Company or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of Xxxxxxx Xxxxxx Xxxxxx.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has acted as legal counsel to the Company, its Subsidiaries, certain It is acknowledged by all of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders Parties (including BBX Capitalthe Buyer) that the Seller and Company have retained K&L Gates LLP, Inc. and its Subsidiaries)DLA Piper, and that Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Xxxxxx intends LLP to act as legal their counsel to certain in connection with the Transactions and that K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP have not acted as counsel for any other Person in connection with the Transactions and that no other party or all Person has the status of a client of K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. The Buyer (on behalf of itself, as well as its Affiliates) hereby agrees that, in the foregoing Persons other than event that a dispute arises between the Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub ) and the Company hereby waivesSeller, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing or any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, DLA Piper and Xxxxxxx Xxxxxx Xxxxxx, on Xxxxx & Xxxxxxx LLP may represent Seller or any such Affiliate in such dispute even though the other hand, prior interests of the Seller or such Affiliate may be directly adverse to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of Buyer, the Company and their respective Affiliates (and not after the Company, the Surviving Company Closing) or any of their respective Subsidiaries). AccordinglyAffiliates and even though DLA Piper and Xxxxxx, from Xxxxx & Xxxxxxx LLP may have represented the Seller and after the Effective Time, (a) the applicable shareholders of the Company prior in a matter substantially related to such dispute, and the Buyer hereby waives, on behalf of itself and each of its Affiliates (including the Company following the Closing), any conflict of interest in connection with such representation by DLA Piper and Xxxxxx, Xxxxx & Xxxxxxx LLP. The Buyer (on behalf of itself and the Company (following the Closing)) agrees that, as to all communications, whether written or electronic, among K&L Gates LLP, DLA Piper, and Xxxxxx, Xxxxx & Xxxxxxx LLP and the Seller or the Company, and all files, attorney notes, drafts or other documents, that relate in any way to the Effective Time Transactions, this Agreement or the Transaction Documents, and their respective Affiliates shall be that predate the sole holders of Closing, the attorney-client privilege with respect to such communications, and none of the Companyprivilege, the Surviving Company -92- expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller and may be controlled by the Seller and shall not pass to or any of their respective Subsidiaries shall be a holder thereof and (b) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of claimed by the Buyer or the Company or its Subsidiaries following the Closing. The Buyer agrees to take, Xxxxxxx Xxxxxx Xxxxxx shall have no duty whatsoever and to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx and cause its Affiliates (including the Company or any following the Closing), successors and assigns to take, all steps necessary to implement the intent of its Subsidiaries or other Affiliates or otherwise. This this Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of Xxxxxxx Xxxxxx Xxxxxx9.13.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Xxxxxxx Xxxxxx Xxxxxx” Internal Counsel”) has have acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Group Companies and certain of the their respective Affiliates of prior to the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)date hereof, and that Xxxxxxx Xxxxxx Xxxxxx intends Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the ClosingClosing (which will no longer include the Group Companies), each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing any of the foregoing Persons (other than the Company and Seller or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Group Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Seller and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) Seller and its Affiliates (and not the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof and thereof, (b) other than to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the Company client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx such Internal Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Company or any of its Subsidiaries or other Affiliates Group Companies or otherwise. This Section 8.12 shall be irrevocable Notwithstanding the foregoing, in the event that a dispute arises between Buyer or a Group Company and a third party other than a party to this Agreement after the Closing, Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel to such third party; provided, however, that Buyer may not be amended, waived or modified waive such privilege without the prior written consent of Xxxxxxx Xxxxxx XxxxxxSeller. This Section 10.15 will be irrevocable, and no term of this Section 10.15 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. LLP and certain other law firms or outside counsel (each an “Xxxxxxx Xxxxxx Xxxxxx” Outside Counsel”) has have acted as legal counsel to Seller, the Company, its Subsidiaries, certain of the shareholders of the Company Transferred Companies and certain of the their respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)prior to date hereof, and that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP intends to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the ClosingClosing (which will no longer include the Transferred Companies), each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Transferred Companies and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP representing any of the foregoing Persons (other than the Company and Seller or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Transferred Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller, its Subsidiaries, the Company and its Subsidiaries and shareholders, Transferred Companies and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx Xxxxxxsuch Outside Counsel or internal counsel of Seller or any of its Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation, preparation, execution, delivery and other consummation of the transactions contemplated by hereby, or any dispute or proceeding arising under or in connection with this Agreement (including in any claim for indemnification brought by Buyer), shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Seller and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesTransferred Companies). Accordingly, the Transferred Companies shall not have access to any such communications or to the files of such Outside Counsel or such internal counsel relating to such engagement from and after the Closing and none of Buyer, the Transferred Companies or any Person acting or purporting to act on behalf of or through Buyer or the Transferred Companies shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Transferred Companies. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) Seller and its Affiliates (and not the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates Transferred Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Transferred Companies shall be a holder thereof and thereof, (b) other than to the extent that files of such Outside Counsel or such internal counsel in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the Company client, only Seller and its Affiliates (and not the Transferred Companies) shall hold such property rights and (c) such Outside Counsel or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx such internal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Transferred Companies by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx such Outside Counsel or such internal counsel and the Company or any of its Subsidiaries or other Affiliates Transferred Companies or otherwise. For the avoidance of doubt, nothing in this Section 10.18 shall apply to any communication between the Transferred Companies and their Affiliates (including Buyer), on the one hand, and internal counsel of the Transferred Companies, on the other hand, from and after the Closing. This Section 8.12 shall 10.18 will be irrevocable irrevocable, and no term of this Section 10.18 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxx Xxxxxx Xxxxxxsuch Outside Counsel. [Signature page follows.]

Conflicts; Privilege. Recognizing Each of the parties hereto acknowledges that (a) the Company, JLL and certain of their Affiliates retained Skadden, Arps, Slate, Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. Xxxx LLP (“Xxxxxxx Xxxxxx Xxxxxx” Skadden”) has acted to act as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company JLL and certain of their Affiliates in connection with the respective Affiliates of transactions contemplated hereby, Skadden has not acted as counsel for any other Person in connection with the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)transactions contemplated hereby, and that no other Person has the status of a client of Skadden for conflict of interest or any other purposes in connection with such transactions; and (b) DSM and certain of its Affiliates have retained Xxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxxx intends & Xxxxxxx”) to act as legal counsel to certain or all of the foregoing Persons other than the Company DSM and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with the transactions contemplated hereby, Xxxxxx & Xxxxxxx Xxxxxx Xxxxxx representing has not acted as counsel for any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing Person in connection with the transactions contemplated hereby, and no other Person has the status of a client of Xxxxxx & Xxxxxxx for conflict of interest or any Action other purposes in connection with such transactions. Each of the parties hereto further acknowledges that after the Effective Date, Skadden may act as counsel to the Company or obligation its Subsidiaries in connection with matters arising out of or relating related to this Agreement. In addition, all communications involving attorney-client confidences between the transactions contemplated hereby and the business activities of the Company and its Subsidiaries and shareholdersthat neither Skadden’s prior representation of the Company, JLL and certain of their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx Xxxxxx, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement Affiliates shall be deemed to be attorney-client confidences that belong solely a disabling conflict with respect to such shareholders representation. Each of the Company and their respective Affiliates parties hereto hereby waives any conflict of interest resulting from the foregoing. The parties hereto further agree that, as to all communications, whether written or electronic, (and not the Companyi) among Skadden, JLL, the Surviving Company or any of their respective Subsidiaries). AccordinglyAffiliates, from and after all of their files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Effective Time, (a) the applicable shareholders of the Company prior to the Effective Time Date and their respective Affiliates shall be the sole holders of that are protected by the attorney-client privilege with respect to such communications, and none of the Companyprivilege, the Surviving Company expectation of client confidence or any of their respective Subsidiaries other rights to any evidentiary privilege, such protections belong to JLL Partners and may be controlled by JLL Partners and shall not pass to or be a holder thereof and (b) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries claimed by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx and the Company or any of its Subsidiaries respective Affiliates; and (ii) among Xxxxxx & Xxxxxxx, DSM or any of their respective Affiliates, and all of their files, attorney notes, drafts or other Affiliates documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Effective Date and that are protected by the attorney-client privilege, the expectation of client confidence or otherwise. This Section 8.12 shall be irrevocable any other rights to any evidentiary privilege, such protections belong to DSM and may be controlled by DSM and shall not pass to or be amendedclaimed by the Company or any of its respective Affiliates. The parties agree to take, waived or modified without and to cause their respective Affiliates to take, all steps necessary to implement the prior written consent intent of this Section 6.02. The parties further agree that Skadden and Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxand their respective partners and employees are third party beneficiaries of this Section 6.02.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) Pxxxxxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Group Companies and certain of the their respective Affiliates of prior to the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)date hereof, and that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Pxxxxxxx LLP intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries Company’s Affiliates after the ClosingClosing (which will no longer include the Group Companies), each of Parent, Merger Sub and the Company Parent hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Pxxxxxxx LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) Company’s Affiliates after the Closing in connection with any Action as such representation may relate to Parent, the Group Companies or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxDebevoise & Pxxxxxxx LLP or internal counsel of the Group Companies or the Company’s Affiliates, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company and their respective Company’s Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of Debevoise & Pxxxxxxx LLP or such internal counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) the applicable shareholders of Company’s Affiliates (and not the Company prior to the Effective Time and their respective Affiliates Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof and thereof, (b) other than to the extent that files of Debevoise & Pxxxxxxx LLP or such internal counsel in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the Company client, only the Company’s Affiliates (and not the Group Companies) shall hold such property rights and (c) Debevoise & Pxxxxxxx LLP or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx such internal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Debevoise & Pxxxxxxx LLP or such internal counsel and the Company or any of its Subsidiaries or other Affiliates Group Companies or otherwise. This Section 8.12 shall be irrevocable Notwithstanding the foregoing, in the event that a dispute arises between Parent or a Group Company and a third party other than a party to this Agreement after the Closing, Parent may assert the attorney-client privilege to prevent disclosure of confidential communications by Debevoise & Pxxxxxxx LLP to such third party; provided, however, that the Parent may not be amended, waived or modified waive such privilege without the prior written consent of Xxxxxxx Xxxxxx Xxxxxxthe CDR Funds. This Section 8.16 will be irrevocable, and no term of this Section 8.16 may be amended, waived or modified, without the prior written consent of Debevoise & Pxxxxxxx LLP.

Conflicts; Privilege. Recognizing (a) Buyer and Seller acknowledge that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx Xxxxxxxx LLP and Nagashima Ohno & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has Xxxxxxxxxx have acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Group Companies and Seller and certain of the their respective Affiliates in respect of the transactions contemplated by this Agreement, and in respect of certain other matters prior to the date hereof, and agrees, on behalf of itself and each Group Company, its Subsidiaries that Debevoise & Xxxxxxxx LLP and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends Nagashima Ohno & Tsunematsu may continue to act as legal counsel to certain or all of the foregoing Persons other than the Company Seller and its Subsidiaries Affiliates after the Closing. Accordingly, each of Parent, Merger Sub and the Company Buyer hereby waives, on its own behalf of itself and agrees to cause its Affiliates and Subsidiaries to waiveeach Group Company, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP and Nagashima Ohno & Tsunematsu representing any of the foregoing Persons (other than the Company Seller and its Subsidiaries) respective Affiliates after the Closing in connection with as such representation may relate to any Action Group Company or obligation arising out of or relating to the transactions contemplated by this Agreement. In addition, and agrees not to, and to cause each Group Company not to, assert any such conflict or breach of any fiduciary or other duty owed to any Group Company as a basis for disqualifying Debevoise & Xxxxxxxx LLP and Nagashima Ohno & Xxxxxxxxxx from any such representation. (b) Buyer agrees, on behalf of itself and each Group Company, that (i) all communications involving attorney-client confidences between the any of Seller, any Group Company and its Subsidiaries and shareholders, and any of their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP and Nagashima Ohno & Tsunematsu, on the other hand, prior relating to the Closing that relate to negotiation, documentation and consummation of the Merger and other transactions contemplated by this Agreement Agreement, including in respect of Persons other than Buyer (collectively, “Privileged Communications”), shall be deemed to be attorney-client confidences that belong solely to such shareholders Seller and not to any of the Company Group Companies, (ii) to the extent that files of Debevoise & Xxxxxxxx LLP and their respective Affiliates Nagashima Ohno & Tsunematsu in respect of such engagement constitute property of its client, only Seller (and not the Company, the Surviving Company Buyer or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aGroup Company) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to hold such communications, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof property rights and (biii) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP and Nagashima Ohno & Tsunematsu shall have no duty whatsoever to reveal or disclose any Privileged Communications or any such attorney-client communications or files to the Company, the Surviving Company any of Buyer or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx each of Debevoise & Xxxxxxxx LLP and Nagashima Ohno & Tsunematsu and any Group Company or otherwise. Xxxxx agrees that the Company foregoing attorney-client privilege of Seller shall be controlled by, and may only be waived by, Seller; provided, that nothing contained herein shall be deemed to be a waiver by Buyer or any of its Subsidiaries Affiliates (including, after the Closing, the Group Companies) of any applicable privileges or other Affiliates protections that can or otherwise. This Section 8.12 shall may be irrevocable and may not be amended, waived or modified without the prior written consent asserted to prevent disclosure of Xxxxxxx Xxxxxx Xxxxxxany such communications to any third party.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx(a) Buyer, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has acted as legal counsel to the Company, its Subsidiaries, certain on behalf of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. itself and its Subsidiaries)Affiliates (including, and that Xxxxxxx Xxxxxx Xxxxxx intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, the Group Companies) acknowledges and agrees that Xxxxxx, X'Xxxxxxx, XxXxxxxx & Xxxxxx LLP (“Company Counsel”) have acted as counsel for the Sellers and each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise Group Companies in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of this Agreement and the foregoing Persons transactions contemplated hereby (other than the Company “Acquisition Engagement”), and its Subsidiaries) after the Closing in connection with the Acquisition Engagement, Company Counsel has not acted as counsel for Buyer or any Action or obligation arising out of or relating its Affiliates. (b) Only the Sellers, the Group Companies and their respective Affiliates shall be considered clients of Company Counsel with respect to this Agreementthe Acquisition Engagement. In additionBuyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) acknowledges and agrees that all confidential communications involving attorney-client confidences between the Sellers, any Group Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxCompany Counsel, on the other hand, in connection with the Acquisition Engagement, which, immediately prior to the Closing that relate to Closing, was attorney-client privileged communications between the Merger Sellers, any Group Company and their respective Affiliates, on the one hand, and Company Counsel, on the other transactions contemplated by this Agreement hand, (such communications, “Protected Communications”) shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers and their respective his Affiliates (other than the Group Companies), and not the CompanyGroup Companies, the Surviving Company and shall not pass to or be claimed, held, or used by Buyer or any Group Company upon or after the Closing. Without limiting the generality of their respective Subsidiaries). Accordinglythe foregoing, from upon and after the Effective TimeClosing, (ai) to the applicable shareholders extent that files of Company Counsel in respect of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders Acquisition Engagement constitute property of the attorney-client privilege with respect to such communications, and none of the a Group Company, only the Surviving Company Sellers and his, her or any of their respective Subsidiaries its Affiliates (other than the Group Companies) shall be a holder thereof hold such property rights and (bii) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications Protected Communications or files to the Company, the Surviving any Group Company or any of their respective Subsidiaries Buyer by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Company Counsel and any Group Company or otherwise; provided, however, that notwithstanding the foregoing, (x) Company Counsel shall not disclose any such Protected Communications or files to any third parties (other than representatives, accountants and advisors of the Sellers and his, her or its Affiliates (other than the Group Companies); provided, that such representatives, accounts and advisors are obligated to maintain the confidence of such Protected Communications) and (y) all rights, files, and information that are not related to the Acquisition Engagement, including matters that relate to the operation of the Group Companies shall belong to the Group Companies. Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) irrevocably waives any right it may have to discover or obtain Protected Communications, provided, however, the foregoing shall prohibit neither Buyer nor any Group Company from seeking proper discovery of such Protected Communications nor the Sellers from asserting that such Protected Communications are not discoverable to the extent that attorney client privileges have attached thereto. If and to the extent that, at any time subsequent to Closing, Buyer or any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 (including after the Closing, the Group Companies) has the right to waive any attorney-client privilege with respect to any Protected Communications, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) shall be irrevocable and may not be amended, waived or modified without entitled to waive such privilege only with the prior written consent of Xxxxxxx Xxxxxx Xxxxxxthe Sellers (such consent not to be unreasonably withheld). In the event that a dispute arises between Buyer or a Group Company, on the one hand, and a Person other than the Sellers, on the other hand, after the Closing, Buyer and any Group Company, as applicable, may assert the attorney-client privilege to prevent disclosure of Protected Communications to such third-party. (c) Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) acknowledges and agrees that Company Counsel has acted as counsel for the Sellers, the Group Companies and their respective Affiliates for several years and that the Sellers may reasonably anticipate that Company Counsel will continue to represent him and/or their Affiliates, individually and/or collectively, in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Group Companies) expressly (i) consents to Company Counsels’ representation of the Sellers and/or his Affiliates, individually or collectively, and/or any of their respective agents (if any of the foregoing Persons so desire) in any matter, including, without limitation, any post-Closing matter in which the interests of Buyer and the Group Companies, on the one hand, and the Sellers and/or any of his, her or its Affiliates, on the other hand, are adverse, including any matter relating to the transactions contemplated hereby, and whether or not such matter is one in which Company Counsel may have previously advised the Sellers, any Group Company or their respective Affiliates and (ii) consents to the disclosure by Company Counsel to the Sellers or his, her or its Affiliates of any information learned by Company Counsel prior to the date hereof in the course of its representation of the Sellers, the Group Companies or their respective Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or Company Counsel’s duty of confidentiality. (d) From and after the Closing, each Group Company shall cease to have any attorney-client relationship with Company Counsel, unless and to the extent Company Counsel is expressly engaged in writing by such Group Company to represent such Group Company after the Closing. Any such representation of such Group Company by Company Counsel after the Closing shall not affect the foregoing provisions hereof.

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has LLP and Stoel Rives LLP have each acted as legal counsel to the Company, its the Company Subsidiaries, certain of the shareholders of the Company Majority Member and certain of the respective Majority Member’s Affiliates of prior to the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)Effective Date, and that Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx intends LLP and Stoel Rives LLP each intend to act as legal counsel to certain or all of the foregoing Persons other than Majority Member and its Affiliates (which will no longer include the Company and its Subsidiaries the Company Subsidiaries) after the Closing, each of ParentParents, Merger Sub the 1440241.11A-WASSR01A - MSW Company and the Company each other Member hereby waives, on its own behalf and agrees to cause its respective Affiliates and the Company Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP and/or Stoel Rives LLP representing any of the foregoing Persons (other than the Company and Majority Member or its Subsidiaries) Affiliates after the Closing in connection with any Action as such representation may relate to the Company or obligation arising out of the Company Subsidiaries or relating to this Agreementthe Transactions. In addition, all communications involving attorney-client confidences between the Majority Member, the Company and its the Company Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxx Xxxxxx XxxxxxLLP and/or Stoel Rives LLP, on the other hand, prior in the course of the engagement with respect to negotiation, documentation and consummation of the Closing that relate to the Merger and other transactions contemplated by this Agreement Transactions shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Majority Member and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective the Company Subsidiaries). Accordingly, the Company and the Company Subsidiaries shall not have the right to obtain access to any such communications or to the files of Xxxxxxxxxx Xxxxxxx LLP or Stoel Rives LLP relating to such engagement from and after the Effective TimeClosing Date. Without limiting the generality of the foregoing, from and after the Closing Date, (a) the applicable shareholders of Majority Member and its Affiliates (and not the Company prior to and the Effective Time and their respective Affiliates Company Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective the Company Subsidiaries shall be a holder thereof and thereof, (b) other than to the extent that files of Xxxxxxxxxx Xxxxxxx LLP or Stoel Rives LLP in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the client, only the Majority Member and its Affiliates (and not the Company or its Subsidiaries following and the Closing, Company Subsidiaries) shall hold such property rights and (c) neither Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP nor Stoel Rives LLP shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective the Company Subsidiaries by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP or Stoel Rives LLP and the Company or any of its the Company Subsidiaries or other Affiliates or otherwise. This Section 8.12 9.13 shall be irrevocable irrevocable, and no term of this Section 9.13 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxxxxx Xxxxxxx Xxxxxx XxxxxxLLP, as it relates to itself, and Stoel Rives LLP, as it relates to itself.

Conflicts; Privilege. (a) Recognizing that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) LLP has acted as legal counsel to the Company, its SubsidiariesGroup Companies, certain of the shareholders of the Company Sellers and certain of the their respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)prior to date hereof, and that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP intends to act as legal counsel to certain or all of Sellers and their respective Affiliates (which will no longer include the foregoing Persons other than the Company and its Subsidiaries Group Companies) after the Closing, each of Parent, Merger Sub Buyer and the Company hereby waives, on its own behalf behalf, and agrees to cause its Affiliates and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) Seller or their Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, the Company or obligation arising out of the Subsidiaries or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Sellers, the Company and its Subsidiaries and shareholders, Group Companies and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP, on the other hand, prior to but only in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby, shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup Companies). Accordingly, after the Closing, the Group Companies agree to use their reasonable best efforts not to access any communications or files of Debevoise & Xxxxxxxx LLP relating to such engagement that may remain in the records of the Group Companies. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (ai) the applicable shareholders of the Company prior to the Effective Time Sellers and their respective Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group Companies shall be a holder thereof thereof, (ii) to the extent that files of Debevoise & Xxxxxxxx LLP in respect of such engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Group Companies) shall hold such property rights and (biii) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP and the Company or Group Companies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and/or the Group Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, Buyer may assert any attorney-client privilege to prevent disclosure to such third party of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and any such privileged communications; provided, however, that Buyer may not be amended, waived or modified waive such privilege with respect to privileged communications without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed. (b) Recognizing that Sheppard, Mullin, Xxxxxxx Xxxxxx Xxxxxx& Hampton LLP has acted as legal counsel to the Company, the Founders and their respective Affiliates prior to date hereof, and that Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP intends to act as legal counsel to the Founders after the Closing, each of Buyer and the Company hereby waives, on its own behalf, and agrees to cause its Affiliates and its Subsidiaries to waive, any conflicts that may arise in connection with Sheppard, Mullin, Xxxxxxx & Hampton LLP representing any Founder or their Affiliates after the Closing as such representation may relate to Buyer, the Company or the Subsidiaries or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Founders, the Group Companies and their respective Affiliates, on the one hand, and Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, on the other hand, but only in the course of the negotiation, documentation and consummation of the transactions contemplated hereby, shall be deemed to be attorney-client confidences that belong solely to the Founders and their respective Affiliates (and not the Group Companies). Accordingly, after the Closing the Group Companies agree to use their reasonable best efforts not to access any such communications or files of Sheppard, Mullin, Xxxxxxx & Hampton LLP relating to such engagement that may remain in the records of the Group Companies. Without limiting the generality of the foregoing, from and after the Closing, (i) Founders and their respective Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies shall be a holder thereof, (ii) to the extent that files of Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Group Companies) shall hold such property rights and (iii) Sheppard, Mullin, Xxxxxxx & Hampton LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies by reason of any attorney-client relationship between Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP and the Group Companies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and/or the Group Companies, on the one hand, and a Person other than a party to this Agreement, on the other hand, Buyer may assert any attorney-client privilege to prevent disclosure to such third party of any such privileged communications; provided, however, that Buyer may not waive such privilege with respect to privileged communications without the prior written consent of the Founders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed.

Conflicts; Privilege. Recognizing that (a) The parties hereto acknowledge and agree, on their own behalf and on behalf of their respective directors, members, shareholders, stockholders, partners, officers, employees and Affiliates, as applicable, that: (i) Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, Xxxxxxx Xxxxxxxxx and Xxxx Xxxxxx and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (the “Xxxxxxx Xxxxxx Xxxxxx” Pre-Closing Union Group Law Firms”) has have acted as legal counsel to Union, the holders of Union Ordinary Shares and the Union Representative (individually and collectively, the “Union Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Parent and Bioceres agree, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of Union by the Pre-Closing Union Group Law Firms, or any successors thereto, shall not preclude the Pre-Closing Union Group Law Firms from serving as counsel to the CompanyUnion Group or any director, its Subsidiariesmember, certain shareholder, stockholder, partner, officer or employee of the shareholders of the Company and certain of the respective Affiliates of the CompanyUnion Group, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action litigation, claim or obligation arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. In additionNeither Parent nor Bioceres shall, all and each shall cause the Group Companies not to, seek to or have the Pre-Closing Union Group Law Firms disqualified from any such representation based upon the prior representation of Union by the Pre-Closing Union Group Law Firms. The parties hereto hereby consent thereto and waive any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of their respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. (ii) Linklaters LLP and Xxxxxx X’Xxxxxx & Mairal (“Bioceres Group Law Firms”) have acted as counsel to Parent, Bioceres and the Group Companies (individually and collectively, the “Bioceres Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Union agrees, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Group Companies by the Bioceres Group Law Firms shall not preclude the Bioceres Group Law Firms from serving as counsel to the Bioceres Group or any director, member, shareholder, partner, officer or employee of the Bioceres Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. Union shall not, and shall cause the Group Companies not to, seek or have the Bioceres Group Law Firms disqualified from any such representation based upon the prior representation of the Group Companies by the Bioceres Group Law Firms. Each of the parties hereto hereby consents thereto and waives any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any potential conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. (iii) The covenants, consents and waivers contained in this Section 10.14 shall not be deemed exclusive of any other rights to which the Pre-Closing Union Group Law Firms or the Pre-Closing Bioceres Group Law Firms are entitled whether pursuant to law, contract or otherwise. (b) All communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective AffiliatesPre-Closing Union Group, on the one hand, and Xxxxxxx Xxxxxx XxxxxxPre-Closing Union Group Law Firms, on the other hand, prior relating to the Closing that relate negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Union Privileged Communications”) and all communications between the Bioceres Group, on the one hand, and Bioceres Group Law Firms, on the other hand, relating to the Merger negotiation, preparation, execution and other delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby (the “Bioceres Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such shareholders of the Company Pre-Closing Union Group and their respective Affiliates (the Bioceres Group, as applicable, and shall not the Companypass to or be claimed by Parent, the Surviving Company Bioceres or any Group Company (in the case of their respective SubsidiariesUnion Privilege Communication) or the pre-Closing Union (in the case of Bioceres Privileged Communication). Accordingly, Parent, Bioceres and the Group Companies shall not have access to any Union Privileged Communications or to the files of the Pre-Closing Union Group Law Firms and Union shall not have access to the Bioceres Privileged Communications or to the files of the Bioceres Group Law Firms relating to the engagement of the Pre-Closing Union Group Law Firms by the Union Group and the Bioceres Group Law Firms by the Bioceres Group, as applicable, from and after Closing. (c) Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (ai) (A) the applicable shareholders of the Company prior to the Effective Time Pre-Closing Union Group (and their respective Affiliates not Parent, Bioceres or any Group Company) shall be the sole holders of the attorney-client privilege with respect to such communicationsthe engagement of the Pre-Closing Union Group Law Firms, and none of the CompanyParent, the Surviving Company Bioceres or any of their respective Subsidiaries Group Company shall be a holder thereof and (bB) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation the Bioceres Group (and not Union or the Group Companies) shall be the sole holders of the attorney-client privilege with respect to the engagement of the Bioceres Group Law Firms, and none of Union or any Group Company or its Subsidiaries following shall be a holder thereof, (ii) (A) to the Closingextent that files of the Pre-Closing Union Group Law Firms in respect of their engagement by the Pre-Closing Union Group constitute property of the client, Xxxxxxx Xxxxxx Xxxxxx only the Pre-Closing Union Group (and not Parent, Bioceres nor any Group Company) shall hold such property rights and (B) to the extent that files of Bioceres Group Law Firm in respect of their engagement by the Bioceres Group constitute property of the client, only the Bioceres Group (and not Union nor any Group Company) shall hold such property rights and (iii) (A) the Pre-Closing Union Group Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the CompanyParent, the Surviving Company Bioceres or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx the Pre-Closing Union Group Law Firms and Union or otherwise and (B) the Bioceres Group Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Union or any Group Company by reason of any attorney-client relationship between the Bioceres Group Law Firms and the Company Group Companies or otherwise. (d) Notwithstanding the foregoing, in the event that a dispute arises between Union or its Affiliates (including any Group Company), on the one hand, and a third party other than any of the Bioceres Group, on the other hand, Union and its Affiliates (including the Group Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Union nor any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and (including any Group Company) may not be amended, waived or modified waive such privilege without the prior written consent of Xxxxxxx Xxxxxx XxxxxxBioceres, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Union or any of its Affiliates (including any Group Company) is legally required by order of a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Bioceres Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Union’s counsel, then Union shall immediately (and, in any event, within five (5) Business Days) notify Bioceres in writing so that Bioceres can seek a protective order. (e) This Section 10.14 is intended for the benefit of, and shall be enforceable by, the Union Group and the Bioceres Group. This Section 10.14 shall be irrevocable, and no term of this Section 10.14 may be amended, waived or modified, without the prior written consent of the Pre-Closing Union Group Law Firms or Bioceres Group Law Firms, as applicable.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has acted as legal counsel to the Company, its Subsidiaries, certain It is acknowledged by all of the shareholders of parties that the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends has retained K&L Gates LLP to act as legal its counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing the transactions contemplated hereby and that K&L Gates LLP has not acted as counsel for any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing Person in connection with any Action or obligation arising out of or relating to this Agreement. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx Xxxxxx, on the other hand, prior to the Closing that relate to the Merger and other transactions contemplated by this Agreement shall be deemed to be attorney-hereby and that no other party or Person has the status of a client confidences of K&L Gates LLP for conflict of interest or any other purposes as a result thereof. Parent and Merger Sub (on behalf of themselves, as well as the Surviving Corporation) hereby agree that, in the event that belong solely to such shareholders a dispute arises between Parent or any of the Company and their respective its Affiliates (and not the Company, including Merger Sub or the Surviving Company Corporation) and any Equityholder or Stockholder Representative, or any of their respective SubsidiariesAffiliates, in connection with the transactions contemplated by this Agreement, K&L Gates LLP may represent such Equityholder or Stockholder Representative or any such Affiliate in such dispute even though the interests of such Equityholder or Stockholder Representative or such Affiliate may be directly adverse to Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates, and Parent and Merger Sub hereby waive, on behalf of itself and each of its Affiliates (including the Surviving Corporation), any conflict of interest in connection with such representation by K&L Gates LLP. AccordinglyParent and Merger Sub (on behalf of themselves and the Surviving Corporation) agree that, from as to all communications, whether written or electronic, among K&L Gates LLP and after the Effective Time, (a) the applicable shareholders of the Company prior to or the Effective Time Equityholders, and their respective Affiliates shall be the sole holders of the attorney-client privilege all files, attorney notes, drafts or other documents with respect to such communications, and none of that relate in any way to the Company, the Surviving Company transactions contemplated by this Agreement or any Transaction document, Letter of their respective Subsidiaries shall be a holder thereof Transmittal, Joinder Agreement, Option Cancellation Agreement, and (b) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following Bonus Cancellation Agreement that predate the Closing, Xxxxxxx Xxxxxx Xxxxxx shall have no duty whatsoever the attorney- client privilege, the expectation of client confidence and all other rights to reveal or disclose any such attorney-client communications or files evidentiary privilege belong to the CompanyStockholder Representative and may be controlled by the Stockholder Representative and shall not pass to or be claimed by Xxxxxx, the Merger Sub or the Surviving Company or any of Corporation. Parent and Xxxxxx Sub agree to take, and to cause their respective Subsidiaries Affiliates, successors and assigns to take (including the Surviving Corporation), all steps reasonably requested by reason the Stockholder Representative necessary to implement the intent of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx and the Company or any of its Subsidiaries or other Affiliates or otherwisethis Section 8.11. This Section 8.12 shall be irrevocable and may not be amended, waived or modified without the prior written consent of Xxxxxxx Xxxxxx Xxxxxx.8.12

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) LLP has acted as legal counsel to the Company, its SubsidiariesCompany Group, certain of the shareholders direct and indirect holders of the Company Companies’ equity interests and certain of the their respective Affiliates of prior to the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)date hereof, and that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP intends to act as legal counsel to certain or all such direct and indirect holders of the foregoing Persons other than Companies’ equity interests and their respective Affiliates (which will no longer include the Company and its Subsidiaries Group) after the Closing, each of Parent, Merger Sub Acquiror and the Company Companies hereby waives, on its own behalf and agrees to cause its respective Affiliates and Subsidiaries the other Entities in the Company Group to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP representing any such direct or indirect holders of the foregoing Persons (other than the Company and its Subsidiaries) Companies’ equity interests or their Affiliates after the Closing in connection with any Action as such representation may relate to the Company Group or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders of the Companies’ equity interests, the Company and its Subsidiaries and shareholders, Group and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP, on the other hand, prior in the course of the engagement with respect to negotiation, documentation and consummation of the Closing that relate to the Merger and other transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders direct and indirect holders of the Company Companies’ equity interests and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesGroup). Accordingly, the Company Group shall not have access to any such communications or to the files of Debevoise & Xxxxxxxx LLP relating to such engagement from and after the Closing Date. Without limiting the generality of the foregoing, from and after the Effective TimeClosing Date, (a) the applicable shareholders direct and indirect holders of the Company Companies’ equity interests prior to the Effective Time Closing Date and their respective Affiliates (and not the Company Group) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving Company or any of their respective Subsidiaries Group shall be a holder thereof and thereof, (b) other than to the extent that files of Debevoise & Xxxxxxxx LLP in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the client, only such direct and indirect holders of the Companies’ equity interests and their respective Affiliates (and not the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx Group) shall hold such property rights and (c) Debevoise & Xxxxxxxx LLP shall not have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP and any Entity in the Company or any of its Subsidiaries or other Affiliates Group or otherwise. This Section 8.12 13.17 shall be irrevocable irrevocable, and no term of this Section 13.17 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP. Notwithstanding the foregoing, nothing contained herein shall restrict or prevent Debevoise & Xxxxxxxx LLP from continuing to represent the Company Group in matters unrelated to the transactions contemplated by this Agreement, and Acquiror hereby waives any conflict in connection therewith.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Bristows LLP and Kxxxxxxxxx Txxxxxxx & XxxxxxxxxSxxxxxxx LLP (collectively, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” IFP Counsel”) has have acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company and certain of the respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)IFP prior to date hereof, and that Xxxxxxx Xxxxxx Xxxxxx intends to IFP Counsel may act as legal counsel to the Sellers’ Representatives, certain or all of the foregoing Persons other than the Company Sellers and its Subsidiaries their respective Affiliates (which will no longer include IFP) after the Closing, each of Parent, Merger Sub Company and the Company IFP hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of the foregoing Persons (other than the Company and its Subsidiaries) IFP Counsel representing any Sellers, Sellers’ Representatives or their Affiliates after the Closing in connection with any Action as such representation may relate to IFP, Company or obligation arising out of or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdersSellers, the Sellers’ Representatives and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxIFP Counsel, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other transactions contemplated by this Agreement consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Sellers, the Sellers’ Representatives and their respective Affiliates (and not the Company, the Surviving Company or any of their respective SubsidiariesIFP). Accordingly, neither IFP nor Company shall have access to any such communications or to the files of IFP Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Effective TimeClosing, (a) the applicable shareholders of Sellers, the Company prior to the Effective Time Sellers’ Representatives and their respective Affiliates (and not Company or IFP) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, the Surviving neither Company or any of their respective Subsidiaries nor IFP shall be a holder thereof and thereof, (b) other than to the extent that files of IFP Counsel in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the client, only the Sellers, the Sellers’ Representatives and their respective Affiliates (and not Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx IFP) shall hold such property rights and (c) IFP Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries IFP by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx IFP Counsel and the Company or any of its Subsidiaries or other Affiliates IFP or otherwise. This Section 8.12 shall 10.16 will be irrevocable irrevocable, and no term of this Section 10.16 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxx Xxxxxx XxxxxxIFP Counsel. Notwithstanding any provision of this Agreement to the contrary, (i) the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of IFP (but not, for the avoidance of doubt, to the extent relating to the representation of IFP, the Sellers and certain of their respective Affiliates in connection with the transactions contemplated hereby) and arising prior to the Closing are for the sole benefit of IFP and (ii) in the event that following the Closing a dispute arises between IFP or its Affiliates, on the one hand, and a third party other than Sellers, Sellers’ Representatives or their respective Affiliates, on the other hand, IFP or its Affiliates may seek to prevent the disclosure of such communications to such third party, and Sellers and Sellers’ Representatives shall reasonably cooperate with IFP in connection with any request by IFP that no Seller or Sellers’ Representative shall permit such disclosure.

Conflicts; Privilege. Recognizing (a) The Buyers and the Group Companies acknowledge that Xxxxxxx each of Debevoise & Xxxxxxxx LLP and Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) has Xxxx Ltd. have acted as legal counsel to the CompanyGroup Companies, its Subsidiaries, certain of the shareholders of the Company Sellers and certain of the their respective Affiliates in respect of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)transactions contemplated hereby, and in respect of certain other matters prior to date hereof, and agree that Xxxxxxx each of Debevoise & Xxxxxxxx LLP and Xxxxxx Xxxxxx intends Xxxx Ltd. may continue to act as legal counsel to certain or all of the foregoing Persons other than the Company Sellers and its Subsidiaries their respective Affiliates after the Closing. Accordingly, each of Parent, Merger Sub and the Group Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, waives any conflicts that may arise in connection with Xxxxxxx Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxxxx Xxxx Ltd. representing any Seller or any Affiliate of the foregoing Persons (other than the Company and its Subsidiaries) any Seller after the Closing in connection with as such representation may relate to the Group Companies or the transactions contemplated hereby, and agrees not to assert any Action such conflict or obligation arising out breach of any fiduciary or relating other duty owed to this Agreement. In additionthe Group Companies as a basis for disqualifying Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxx Ltd., as the case may be, from any such representation. (b) The Buyers and the Group Companies agree that (i) all communications involving attorney-client confidences between the Company and its Subsidiaries and shareholdersSellers, the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxx Debevoise & Xxxxxxxx LLP or Xxxxxx XxxxxxXxxx Ltd., on the other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby and occurring prior to the Closing that relate to Closing, including in respect of Persons other than the Merger and other transactions contemplated by this Agreement Buyers (collectively, “Privileged Communications”), shall be deemed to be attorney-client confidences that belong solely to the Sellers and not to the Group Companies, (ii) to the extent that files of Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxx Ltd., as the case may be, in respect of such shareholders engagement constitute property of the Company and their respective Affiliates client, only the Sellers (and not the Company, the Surviving Company or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aGroup Companies) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to hold such communicationsproperty rights, and none of the Company, the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and (biii) other than in connection with Xxxxxxx neither Debevoise & Xxxxxxxx LLP nor Xxxxxx Xxxxxx’x representation of the Company or its Subsidiaries following the Closing, Xxxxxxx Xxxxxx Xxxxxx Xxxx Ltd. shall have no any duty whatsoever to reveal or disclose any Privileged Communications or any such attorney-client communications or files to the Company, the Surviving Company or any of their respective Subsidiaries Group Companies by reason of any attorney-client relationship between Xxxxxxx Debevoise & Xxxxxxxx LLP or Xxxxxx Xxxxxx Xxxx Ltd, as the case may be, and the Company or any of its Subsidiaries or other Affiliates Group Companies or otherwise. Each Seller agrees that the foregoing attorney-client privilege of the Sellers shall be controlled by, and may only be waived by, the Seller Representatives. (c) The Buyers and the Group Companies agree (i) not to use (and to cause any other Buyer Indemnitee not to use) any Privileged Communications for the purpose of asserting, prosecuting or litigating any claims against the Sellers or their Affiliates relating to this Agreement and the transactions contemplated hereby, including any claims for indemnification hereunder, and (ii) upon the request of the Seller Representatives, to return to the Seller Representatives or destroy any Privileged Communications held by the Group Companies after the Closing and to certify compliance with such request, except as required by applicable Law, bona fide document or information retention policies or to the extent electronically archived pursuant to bona fide information backup processes. (d) The Group Companies agree not to disclose any Privileged Communications to any Person following the Closing to the extent retained thereby, unless compelled to disclose by judicial or administrative process or by other requirements of Law. Upon receipt by any Group Company of any subpoena, discovery or other request that calls for the production or disclosure of any Privileged Communications, such Group Company will promptly notify the Seller Representatives of the existence of the request and provide the Seller Representatives a reasonable opportunity to assert the rights it or any Seller may have to prevent the production or disclosure of such Privileged Communications. (e) This Section 8.12 shall ‎Section 18.16 will be irrevocable and no term of this Section 18.16 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxx Debevoise & Xxxxxxxx LLP and Xxxxxx XxxxxxXxxx Ltd., with respect to paragraph (a) hereof, or the Seller Representatives, with respect to paragraph (b), (c) or (d) hereof. Notwithstanding anything to the contrary in this Section 18.16, in the event that a dispute arises between the Buyers, the Group Companies or any Buyer Indemnitee or any of their respective Affiliates, on the one hand, and a third party, on the other hand (other than a party hereto or any of its Affiliates) after the Closing, the Buyers, the Group Companies, such Buyer Indemnitee and any Affiliate thereof may assert the attorney-client privilege to prevent disclosure of the Privileged Communications without the prior written consent of any other Person.

Conflicts; Privilege. Recognizing that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) LLP has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Stockholders and certain of the their respective Affiliates of the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)prior to date hereof, and that Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP intends to act as legal counsel to certain or all of the foregoing Persons other than direct and indirect holders of the Company’s stock and their respective Affiliates (which will no longer include the Company and its Subsidiaries the Subsidiaries) after the Closing, each of ParentBuyer, Merger Sub MergerCo and the Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP representing any of the foregoing Persons (other than the Company and its Subsidiaries) direct or indirect Stockholders or their Affiliates after the Closing in connection with any Action as such representation may relate to Buyer, MergerCo, the Company, the Surviving Corporation or obligation arising out of the Subsidiaries or relating to this Agreementthe transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders the Company’s stock, the Company and its Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP, on the other hand, prior to in the Closing that relate to course of the Merger negotiation, documentation and other consummation of the transactions contemplated by this Agreement hereby shall be deemed to be attorney-client confidences that belong solely to such shareholders the direct and indirect holders of the Company Company’s stock and their respective Affiliates (and not the Company, the Surviving Company Corporation or any of their respective its Subsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall not have access to any such communications or to the files of Debevoise & Xxxxxxxx LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the applicable shareholders direct and indirect holders of the Company prior to the Effective Time Company’s stock and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsengagement, and none of the Company, Surviving Corporation or the Surviving Company or any of their respective Subsidiaries shall be a holder thereof and thereof, (b) other than to the extent that files of Debevoise & Xxxxxxxx LLP in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation respect of such engagement constitute property of the Company or its Subsidiaries following client, only the Closing, Xxxxxxx Xxxxxx Xxxxxx direct and indirect holders of the Company’s stock and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall hold such property rights and (c) Debevoise & Xxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company Corporation or any of their respective the Subsidiaries by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx Debevoise & Xxxxxxxx LLP and the Company or any of its the Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall 8.10 will be irrevocable irrevocable, and no term of this Section 8.10 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxx Xxxxxx XxxxxxDebevoise & Xxxxxxxx LLP. Notwithstanding any provision of this Agreement to the contrary, the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of the Company (but not, for the avoidance of doubt, to the extent relating to the representation of the Company, its Subsidiaries, certain of the Stockholders and certain of their respective Affiliates in connection with the transactions contemplated hereby) and arising prior to the Closing are for the sole benefit of Buyer and the Company.

Conflicts; Privilege. (a) Recognizing that Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. (“Xxxxxxx Xxxxxx Xxxxxx” ) LLP has acted as legal counsel to the Company, its Subsidiaries, certain of the shareholders of the Company Majority Stockholder and certain of the respective Majority Stockholder’s Affiliates of prior to the Company, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries)Effective Time, and that Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP intends to act as legal counsel to certain or all of the foregoing Persons other than Majority Stockholder and its Affiliates (which will no longer include the Company and its Subsidiaries Subsidiaries) after the Closing, each of Parent, Merger Sub Parent and the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP representing any of the foregoing Persons Majority Stockholder or its Affiliates (other than excluding the Company and its Subsidiaries) after the Closing in connection with any Action Proceeding involving the Majority Stockholder and its Affiliates (excluding the Company and its Subsidiaries) after the Closing, on the one hand, and Parent, Merger Sub, the Company, any Subsidiary of the Company, and any of their respective Affiliates, on the other hand, as such representation may relate to the Company or obligation arising out of its Subsidiaries or relating the transactions contemplated herein (such representation, the “LS Representation”), even if adverse to the Company or in connection with the transactions contemplated by this Agreement, and none of the Company, Parent nor any of their respective Affiliates shall seek to disqualify Xxxxxxxxxx Xxxxxxx LLP from the LS Representation. In addition, all communications involving attorney-client confidences between the Majority Stockholder, the Company and its the Company’s Subsidiaries and shareholders, and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxx Xxxxxx XxxxxxLLP, on the other hand, in the course of the engagement with respect to negotiation, documentation and consummation of the transactions contemplated herein that, as of immediately prior to the Closing that relate Effective Time, (x) would be deemed to be privileged communication of the Majority Stockholder, the Company, any Subsidiary of the Company or any of their respective Affiliates, and (y) would not be subject to disclosure to Parent, Merger and other transactions contemplated by Sub or any of their respective Affiliates in connection with any Proceeding relating to a dispute arising under or in connection with this Agreement shall be deemed to be attorney-client confidences that belong solely to such shareholders of the Company Majority Stockholder and their respective its Affiliates (and not the Company, the Surviving Company or any of their respective the Company’s Subsidiaries) (such communications, the “Attorney-Client Communications”). Accordingly, the Company and its Subsidiaries shall not have access to any Attorney-Client Communications or to the files of Xxxxxxxxxx Xxxxxxx LLP relating to the LS Representation from and after the Closing Date. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.15 shall not be deemed exclusive of any other rights to which Xxxxxxxxxx Xxxxxxx LLP is entitled whether pursuant to law, contract or otherwise. (b) Without limiting the generality of the foregoing, from and after the Effective TimeClosing Date, (ai) the applicable shareholders of Majority Stockholder and its Affiliates (and not the Company prior to and the Effective Time and their respective Affiliates Company’s Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such communicationsLS Representation, and none of the Company, the Surviving Company or any of their respective the Company’s Subsidiaries shall be a holder thereof thereof, (ii) to the extent that files of Xxxxxxxxxx Xxxxxxx LLP in respect of such engagement constitute Attorney-Client Communications or related to the LS Representation, only the Majority Stockholder and its Affiliates (band not the Company and the Company’s Subsidiaries) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation of shall hold such property rights, (iii) any right to waive or approve such rights and privileges shall solely belong to the Majority Stockholder and its Affiliates (and not to the Company or its Subsidiaries following the Closing, Company’s Subsidiaries) and (iv) Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP shall not have no any duty whatsoever to reveal or disclose any Attorney-Client Communications or such attorney-client communications or files to the Company, the Surviving Company or any of their respective the Company’s Subsidiaries by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx LLP and the Company or any of its the Company’s Subsidiaries or other Affiliates or otherwise. This Section 8.12 8.15 shall be irrevocable irrevocable, and no term of Section 8.15 may not be amended, waived or modified modified, without the prior written consent of Xxxxxxxxxx Xxxxxxx Xxxxxx XxxxxxLLP.

Conflicts; Privilege. Recognizing that (a) The parties hereto acknowledge and agree, on their own behalf and on behalf of their respective directors, members, shareholders, stockholders, partners, officers, employees and Affiliates, as applicable, that: (i) Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx Xxxxxx Xxxxx & Xxxxxxxxx LLP, and Xxxxxxxx Xxxxxxxx & Xxxxxxxxx, P.A. Co. (the “Xxxxxxx Xxxxxx Xxxxxx” Pre-Closing SPAC Law Firms”) has have acted as legal counsel to SPAC and the holders of SPAC Common Stock (individually and collectively, the “SPAC Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. The Company Parties agree, and shall cause the Group Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of SPAC by the Pre-Closing SPAC Law Firms, or any successors thereto, shall not preclude the Pre-Closing SPAC Law Firms from serving as counsel to the CompanySPAC Group or any director, its Subsidiariesmember, certain shareholder, stockholder, partner, officer or employee of the shareholders of the Company and certain of the respective Affiliates of the CompanySPAC Group, its Subsidiaries and such shareholders (including BBX Capital, Inc. and its Subsidiaries), and that Xxxxxxx Xxxxxx Xxxxxx intends to act as legal counsel to certain or all of the foregoing Persons other than the Company and its Subsidiaries after the Closing, each of Parent, Merger Sub and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxx Xxxxxx Xxxxxx representing any of the foregoing Persons (other than the Company and its Subsidiaries) after the Closing in connection with any Action litigation, claim or obligation arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. In additionThe Company Parties shall not, all and each shall cause the Group Companies not to, seek to or have the Pre-Closing SPAC Law Firms disqualified from any such representation based upon the prior representation of SPAC by the Pre-Closing SPAC Law Firms. The parties hereto hereby consent thereto and waive any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of their respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. (ii) Xxxxxx & Xxxxxxx LLP and Meitar | Law Offices (“Pre-Closing Company Law Firms”) has acted as counsel to the Company Parties and the Group Companies (individually and collectively, the “Company Group”), in connection with the negotiation, preparation, execution and delivery of this Agreement and the applicable Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. SPAC agrees that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Company Group by the Pre-Closing Company Law Firms shall not preclude the Pre-Closing Company Law Firms from serving as counsel to the Company Group or any director, member, shareholder, partner, officer or employee of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby. SPAC shall not seek or have the Pre-Closing Company Law Firms disqualified from any such representation based upon the prior representation of the Company Group by the Pre-Closing Company Law Firms. Each of the parties hereto hereby consents thereto and waives any potential conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any potential conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. (iii) The covenants, consents and waivers contained in this Section 8.19 shall not be deemed exclusive of any other rights to which the Pre-Closing SPAC Law Firms or the Pre-Closing Company Law Firms are entitled whether pursuant to law, contract or otherwise. (b) All communications involving attorney-client confidences between the Company and its Subsidiaries and shareholders, and their respective AffiliatesSPAC Group, on the one hand, and Xxxxxxx Xxxxxx XxxxxxPre-Closing SPAC Law Firms, on the other hand, prior relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “SPAC Privileged Communications”) and all communications between the Company Group, on the one hand, and Pre-Closing that relate Company Law Firms, on the other hand, relating to the Merger negotiation, preparation, execution and other delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby (the “Company Privileged Communications”) shall be deemed to be attorney-client confidences that privileged and the expectation of client confidence relating thereto shall belong solely to such shareholders the SPAC Group and the Company Group, as applicable, and shall not pass to or be claimed by Company, Merger Sub, or any Group Company (in the case of SPAC Privilege Communication) or the SPAC (in the case of Company Privileged Communication). Accordingly, Company, Merger Sub, and the Group Companies shall not have access to any SPAC Privileged Communications or to the files of the Pre-Closing SPAC Law Firms and SPAC shall not have access to the Company Privileged Communications or to the files of the Pre-Closing Company Law Firms relating to the engagement of the Pre-Closing SPAC Law Firms by the SPAC Group and their respective Affiliates the Pre-Closing Company Law Firms by the Company Group, as applicable, from and after Closing. (c) Without limiting the generality of the foregoing, from and after the Closing, (i) (A) the SPAC Group (and not the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries). Accordingly, from and after the Effective Time, (aGroup Company) the applicable shareholders of the Company prior to the Effective Time and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to such communicationsthe engagement of the Pre-Closing SPAC Law Firms, and none of the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries Group Company shall be a holder thereof and (bB) other than in connection with Xxxxxxx Xxxxxx Xxxxxx’x representation the Company Group (and not SPAC) shall be the sole holders of the attorney-client privilege with respect to the engagement of the Pre-Closing Company or Law Firms, and SPAC shall not be a holder thereof, (ii) (A) to the extent that files of the Pre-Closing SPAC Law Firms in respect of their engagement by the SPAC Group constitute property of the client, only the SPAC Group (and not the Company, Merger Sub, nor any Group Company) shall hold such property rights and (B) to the extent that files of Pre-Closing Company Law Firms in respect of its Subsidiaries following engagement by the ClosingCompany Group constitute property of the client, Xxxxxxx Xxxxxx Xxxxxx only the Company Group (and not SPAC) shall hold such property rights and (iii) (A) the Pre-Closing SPAC Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company, the Surviving Company Merger Sub, or any of their respective Subsidiaries Group Company by reason of any attorney-client relationship between Xxxxxxx Xxxxxx Xxxxxx the Pre-Closing SPAC Law Firms and SPAC or otherwise and (B) the Pre-Closing Company Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to SPAC by reason of any attorney-client relationship between the Pre-Closing Company Law Firms and the Group Companies or otherwise. (d) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or its Affiliates, on the one hand, and a third party other than any of the Company or Group, on the other hand, SPAC and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither SPAC nor any of its Subsidiaries or other Affiliates or otherwise. This Section 8.12 shall be irrevocable and may not be amended, waived or modified waive such privilege without the prior written consent of Xxxxxxx Xxxxxx XxxxxxCompany, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that SPAC or any of its Affiliates is legally required by order of a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Company Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of SPAC’s counsel, then SPAC shall immediately (and, in any event, within five (5) Business Days) notify the Company in writing so that the Company can seek a protective order. (e) This Section 8.19 is intended for the benefit of, and shall be enforceable by, the SPAC Group and the Company Group. This Section 8.19 shall be irrevocable, and no term of this Section 8.19 may be amended, waived or modified, without the prior written consent of the Pre-Closing SPAC Law Firms or Pre-Closing Company Law Firms, as applicable.