Common use of Conflicts; Privilege Clause in Contracts

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliates, on the other hand, 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 Seller and its Affiliates (and not the Group 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 Closing, (a) Seller and its 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, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. 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 waive such privilege without the prior written consent of Seller. 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 Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and internal certain other law firms or outside counsel belonging from time to time to the Oldcastle Law Group (each an “Internal Outside Counsel”) have acted as legal counsel to Seller, the Group Transferred Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Transferred Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Transferred Companies and the Group Companies its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Group Transferred Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller, its Subsidiaries, the Group Transferred Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal such Outside Counsel or internal counsel of Seller or any of its Affiliates, on the other hand, in the course of the negotiation, documentation documentation, preparation, execution, delivery and consummation of the transactions contemplated hereby 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 Seller and its Affiliates (and not the Group Transferred Companies). Accordingly, the Group Transferred Companies shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP such Outside Counsel or such Internal Counsel internal counsel relating to such engagement from and after the ClosingClosing 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 Closing, (a) Seller and its Affiliates (and not the Group Transferred Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Transferred Companies shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP such Outside Counsel or such Internal Counsel internal counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Transferred Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP such Outside Counsel or such Internal Counsel internal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Transferred Companies by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP such Outside Counsel or such Internal Counsel internal counsel and the Group Transferred Companies or otherwise. Notwithstanding For the foregoingavoidance of doubt, nothing in this Section 10.18 shall apply to any communication between the event that a dispute arises between Buyer or a Group Company Transferred Companies and a third party their Affiliates (including Buyer), on the one hand, and internal counsel of the Transferred Companies, on the other than a party to this Agreement hand, from and 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 waive such privilege without the prior written consent of Seller. This Section 10.15 10.18 will be irrevocable, and no term of this Section 10.15 10.18 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal such Outside Counsel. [Signature page follows.]

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) Stoel Rives LLP have each acted as legal counsel to the Group Companies Company, the Company Subsidiaries, the Majority Member and certain of their respective the Majority Member’s Affiliates prior to the date hereofEffective Date, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP and Internal Counsel Stoel Rives LLP each intend to act as legal counsel to Seller the Majority Member and its Affiliates after the Closing (which will no longer include the Group Companies)Company and the Company Subsidiaries) after the Closing, Buyer each of Parents, the 1440241.11A-WASSR01A - MSW Company and each other Member hereby waives, on its own behalf and agrees to cause its respective Affiliates and the Group Companies Company Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or Internal Counsel and/or Stoel Rives LLP representing Seller the Majority Member or its Affiliates after the Closing as such representation may relate to Buyer, the Group Companies Company or the transactions contemplated herebyCompany Subsidiaries or the Transactions. In addition, all communications involving attorney-client confidences between the Group Companies Majority Member, the Company and the Company Subsidiaries and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or Internal Counsel or Seller or its Affiliatesand/or Stoel Rives LLP, on the other hand, in the course of the engagement with respect to negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to Seller the Majority Member and its Affiliates (and not the Group CompaniesCompany or any of the Company Subsidiaries). Accordingly, the Group Companies Company and the Company Subsidiaries shall not have the right to obtain access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel Stoel Rives LLP relating to such engagement from and after the ClosingClosing Date. Without limiting the generality of the foregoing, from and after the ClosingClosing Date, (a) Seller the Majority Member and its Affiliates (and not the Group CompaniesCompany and the Company Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies Company or the Company Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel Stoel Rives LLP in respect of such engagement constitute property of the client, only Seller the Majority Member and its Affiliates (and not the Group CompaniesCompany and the Company Subsidiaries) shall hold such property rights and (c) neither Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel nor Stoel Rives LLP shall have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies Company or any of the Company Subsidiaries by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel Stoel Rives LLP and the Group Companies Company or any of the Company Subsidiaries or otherwise. 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 waive such privilege without the prior written consent of Seller. This Section 10.15 will 9.13 shall be irrevocable, and no term of this Section 10.15 9.13 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP Xxxxxxx LLP, as it relates to itself, and Internal CounselStoel Rives LLP, as it relates to itself.

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Bristows LLP and internal counsel belonging from time to time to the Oldcastle Law Group Kxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP (collectively, “Internal IFP Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates IFP prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal IFP Counsel intend to may act as legal counsel to Seller the Sellers’ Representatives, certain of the Sellers and its their respective Affiliates after the Closing (which will no longer include IFP) after the Group Companies)Closing, Buyer each of Company and IFP hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal any of the IFP Counsel representing Seller any Sellers, Sellers’ Representatives or its their Affiliates after the Closing as such representation may relate to BuyerIFP, the Group Companies Company or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies Sellers, the Sellers’ Representatives and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its AffiliatesIFP Counsel, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to Seller the Sellers, the Sellers’ Representatives and its their respective Affiliates (and not the Group CompaniesCompany or IFP). Accordingly, the Group Companies neither IFP nor Company shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal IFP Counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller the Sellers, the Sellers’ Representatives and its their respective Affiliates (and not the Group CompaniesCompany or IFP) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies neither Company nor IFP shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal IFP Counsel in respect of such engagement constitute property of the client, only Seller the Sellers, the Sellers’ Representatives and its their respective Affiliates (and not the Group CompaniesCompany or IFP) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal IFP Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies Company or IFP by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal IFP Counsel and the Group Companies IFP or otherwise. 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 waive such privilege without the prior written consent of Seller. This Section 10.15 10.16 will be irrevocable, and no term of this Section 10.15 10.16 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP IFP Counsel. Notwithstanding any provision of this Agreement to the contrary, (i) the attorney-client privilege, attorney work product protection and Internal Counselexpectation 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 that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have has acted as legal counsel to the Group Companies Company, its Subsidiaries, certain of the Stockholders and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller certain of the direct and its indirect holders of the Company’s stock and their respective Affiliates after the Closing (which will no longer include the Group Companies)Company and the Subsidiaries) after the Closing, Buyer each of Buyer, MergerCo and the Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and the Group Companies its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP representing any direct or Internal Counsel representing Seller indirect Stockholders or its their Affiliates after the Closing as such representation may relate to Buyer, MergerCo, the Group Companies Company, the Surviving Corporation or the Subsidiaries or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders the Group Companies Company’s stock, the Company and its Subsidiaries and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or Internal Counsel or Seller or its AffiliatesLLP, on the other hand, 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 Seller the direct and its indirect holders of the Company’s stock and their respective Affiliates (and not the Group CompaniesCompany, the Surviving Corporation or its Subsidiaries). Accordingly, the Group Companies Surviving Corporation and its Subsidiaries shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel relating to such engagement from and after the ClosingEffective Time. Without limiting the generality of the foregoing, from and after the ClosingEffective Time, (a) Seller the direct and its indirect holders of the Company’s stock and their respective Affiliates (and not the Group CompaniesSurviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Group Companies Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller the direct and its indirect holders of the Company’s stock and their respective Affiliates (and not the Group CompaniesSurviving Corporation and the Subsidiaries) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies Surviving Corporation or any of the Subsidiaries by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel and the Group Companies Company or any of the Subsidiaries or otherwise. 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 waive such privilege without the prior written consent of Seller. This Section 10.15 8.10 will be irrevocable, and no term of this Section 10.15 8.10 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP LLP. Notwithstanding any provision of this Agreement to the contrary, the attorney-client privilege, attorney work product protection and Internal Counselexpectation 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. Recognizing (a) It is acknowledged by each of the Parties that Xxxxxxxxxx Xxxxxxxx the Company has retained Fenwick & Xxxxxxxx West LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Sellers’ Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP the Transactions and that Sellers’ Counsel has not acted as counsel for any other Person in connection with the Transactions and that no other Person has the status of a client of Sellers’ Counsel for conflict of interest or Internal Counsel representing Seller or its Affiliates after the Closing any other purposes as such representation may relate to Buyer, the Group Companies or the transactions contemplated herebya result thereof. In addition, all communications involving attorney-client confidences between the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliates, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated The Parties hereby shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Group 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 Closing, (a) Seller and its 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, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoingagree that, in the event that a dispute arises in connection with the Transactions or the Transaction Agreements between Buyer the Seller Parties and the Purchaser, Sellers’ Counsel may represent Lead Stockholder and the Seller Parties or any of their Affiliates in such dispute even though the interests of such Persons may be directly adverse to the Purchaser, any XXXX Entity, or any of their respective Affiliates, and even though Sellers’ Counsel may have represented the Company in a Group Company matter substantially related to such dispute, and a third party other than a party each of the Parties hereby waives on behalf of itself and its respective Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. (b) Each of the Parties further agrees that, as to this Agreement after all communications among Sellers’ Counsel, any XXXX Entity, or any Seller Party prior to the ClosingClosing that relate to the Transactions, Buyer may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to prevent disclosure Lead Stockholder (the “Privileged Communications”) and may only be controlled by Lead Stockholder and shall not pass to or be claimed by the Purchaser or the XXXX Entities. Each of confidential communications by Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel to such third party; providedthe Parties other than Lead Stockholder hereby agrees, howeveron behalf of itself and its respective Affiliates, that Buyer no such Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the XXXX Entities, or otherwise, in any action against or involving any of the Parties after the Closing. Each of the Purchaser and the Company further agrees, on behalf of itself and its respective Affiliates, not to assert or waive such any privilege without with respect to the prior written consent of Seller. 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.Privileged Communication except with

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”a) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waivesPurchaser agrees, on its own behalf and agrees to cause on behalf of its Affiliates (including, after the Principal Closing, the Company and the Group Companies to waiveCompany Subsidiaries, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates and after the Closing as such representation may relate to BuyerSubsequent Closing, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies Subsequent Transferred Company) and its and their respective Affiliatesmanagers, directors, members, partners, officers, and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that Cravath, Swaine & Xxxxx LLP and Xxxxxx, Xxxxx & Xxxxxxx LLP (together, “Seller’s Counsel”) may serve as counsel, and Xxxxxxxx & Touche LLP and Ernst & Young LLP (together, “Seller’s Accountants”) may provide professional services, to Seller, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliatesthe Group Companies, on the other hand, in the course of connection with the negotiation, documentation preparation, execution, and delivery of this Agreement, the other Transaction Agreements, and the consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Seller’s Counsel may serve as counsel to, and Seller’s Accountants may provide professional services to, Seller and or any of its Affiliates (and not the Group Companies). Accordinglyor any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any Proceeding or obligation arising out of or relating to this Agreement, the Group Companies shall not have access other Transaction Agreements or the Transactions (any such representation, a “Post-Closing Representation”), notwithstanding the Current Representation. Purchaser, on behalf of itself and the Purchaser Parties, hereby consents to any such communications Post-Closing Representation and irrevocably waives (and will not assert) any conflict of interest or to any objection arising therefrom or relating thereto. Purchaser acknowledges that the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP foregoing provision applies whether or such Internal not any Seller’s Counsel relating to such engagement from provides legal services to, and whether or not Seller’s Accountants provide professional services to, any Group Company after the Closingapplicable Closing Date. Without limiting the generality Similarly, Seller, on behalf of the foregoingitself and any Seller Group Member, from hereby consents to any representation by Xxxxxx Xxxxxx LLP (“Purchaser’s Counsel”) or PricewaterhouseCoopers LLP (“Purchaser’s Accountant”) to Purchaser or any Purchaser Parties in connection with any Post-Closing Representation and after the Closing, (a) Seller and its Affiliates irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of Purchaser or any Purchaser Parties may be directly adverse to Seller or any Seller Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, Member and none of the Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP even though Purchaser’s Counsel or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel shall Purchaser’s Accountant may 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or represented a Group Company and in 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 matter substantially related to such third party; provided, however, Post-Closing Representation. Seller acknowledges that Buyer may the foregoing provision applies whether or not waive such privilege without the prior written consent of Seller. This Section 10.15 will be irrevocablePurchaser’s Counsel provided legal services to, and no term of this Section 10.15 may be amendedwhether or not Purchaser’s Accountant provided professional services to, waived or modified, without any Group Company prior to the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counselapplicable Closing Date.

Conflicts; Privilege. (a) Recognizing that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have has acted as legal counsel to the Group Companies Company, its Subsidiaries, the Majority Stockholder and certain of their respective the Majority Stockholder’s Affiliates prior to the date hereofEffective Time, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller the Majority Stockholder and its Affiliates after the Closing (which will no longer include the Group Companies)Company and its Subsidiaries) after the Closing, Buyer each of Parent and the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or Internal Counsel representing Seller the Majority Stockholder or its Affiliates (excluding the Company and its Subsidiaries) after the Closing in connection with any 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 Buyer, the Group Companies Company or its Subsidiaries or the transactions contemplated herebyherein (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 Group Companies Majority Stockholder, the Company and the Company’s Subsidiaries and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its AffiliatesXxxxxxx LLP, on the other hand, in the course of the engagement with respect to negotiation, documentation and consummation of the transactions contemplated hereby herein that, as of immediately prior to the 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 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 Seller the Majority Stockholder and its Affiliates (and not the Group CompaniesCompany or any of the Company’s Subsidiaries) (such communications, the “Attorney-Client Communications”). Accordingly, the Group Companies Company and its Subsidiaries shall not have access to any such communications Attorney-Client Communications or to the files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel relating to such engagement the LS Representation from and after the ClosingClosing Date. Without limiting the generality Each of the foregoingparties acknowledges that such consent and waiver is voluntary, from and after the Closing, (a) Seller and its Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementthat it has been carefully considered, and none of that the Group Companies 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 a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Group Companies by reason deemed exclusive of any attorney-client relationship between other rights to which Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP or such Internal Counsel and the Group Companies is entitled whether pursuant to law, contract or otherwise. 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 waive such privilege without the prior written consent of Seller. 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. (a) Recognizing that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have has acted as legal counsel to the Group Companies Companies, certain of Sellers and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller certain of Sellers and its their respective Affiliates after the Closing (which will no longer include the Group Companies)) after the Closing, each of Buyer and the Company hereby waives, on its own behalf behalf, and agrees to cause its Affiliates and the Group Companies its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or Internal Counsel representing any Seller or its their Affiliates after the Closing as such representation may relate to Buyer, the Group Companies Company or the Subsidiaries or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Sellers, the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or Internal Counsel or Seller or its AffiliatesLLP, on the other hand, but only in the course of the negotiation, documentation and consummation of the transactions contemplated hereby hereby, shall be deemed to be attorney-client confidences that belong solely to Seller Sellers and its their respective Affiliates (and not the Group Companies). Accordingly, after the Closing, the Group Companies shall agree to use their reasonable best efforts not have to access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel relating to such engagement from and after that may remain in the Closingrecords of the Group Companies. Without limiting the generality of the foregoing, from and after the Closing, (ai) Seller Sellers and its 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, (bii) to the extent that files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller Sellers and its their respective Affiliates (and not the Group Companies) shall hold such property rights and (ciii) Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwiseCompanies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer or a and/or the Group Company Companies, on the one hand, and a third party Person other than a party to this Agreement after Agreement, on the Closingother hand, Buyer may assert the any attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel to such third partyparty 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 Seller. This Section 10.15 will the Representative, such consent not to be irrevocableunreasonably withheld, and no term of this Section 10.15 may be amended, waived conditioned or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counseldelayed.

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have has acted as legal counsel to the Group Companies Company Group, certain of the direct and indirect holders of the Companies’ equity interests and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller such direct and its indirect holders of the Companies’ equity interests and their respective Affiliates after the Closing (which will no longer include the Group Companies)Company Group) after the Closing, Buyer each of Acquiror and the Companies hereby waives, on its own behalf and agrees to cause its respective Affiliates and the other Entities in the Company Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP representing any such direct or Internal Counsel representing Seller indirect holders of the Companies’ equity interests or its their Affiliates after the Closing as such representation may relate to Buyer, the Company Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders of the Companies’ equity interests, the Company Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or Internal Counsel or Seller or its AffiliatesLLP, on the other hand, in the course of the engagement with respect to negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Seller such direct and its indirect holders of the Companies’ equity interests and their respective Affiliates (and not the Group CompaniesCompany Group). Accordingly, the Company Group Companies shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel relating to such engagement from and after the ClosingClosing Date. Without limiting the generality of the foregoing, from and after the ClosingClosing Date, (a) Seller the direct and its indirect holders of the Companies’ equity interests prior to the Closing Date and their respective Affiliates (and not the Group CompaniesCompany Group) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Company Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller such direct and its indirect holders of the Companies’ equity interests and their respective Affiliates (and not the Group CompaniesCompany Group) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel shall not have no any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group Companies by reason of any attorney-client relationship between Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP or such Internal Counsel and any Entity in the Company Group Companies or otherwise. 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 waive such privilege without the prior written consent of Seller. This Section 10.15 will 13.17 shall be irrevocable, and no term of this Section 10.15 13.17 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Debevoise & 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 Internal CounselAcquiror hereby waives any conflict in connection therewith.

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx Acquirer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company after the Closing), hereby irrevocably (a) agrees that, notwithstanding any current or prior representation of the Company by Fxxxx & Xxxxxxxx Lxxxxxx LLP ("Fxxxx") and/or Jxxxxx (together with Fxxxx, "Counsel"), Counsel shall be allowed to represent Seller and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have acted as legal counsel to the Group Companies and certain each of their respective Affiliates prior in any matters (including any matters and disputes adverse to Acquirer and/or the Company) that either are existing on the date hereof or arise in the future and relate to this Agreement and the transactions contemplated hereby and waives and consents to the date hereof, communication and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal disclosure by Counsel intend to act as legal counsel to Seller and its such Affiliates in connection with any such representation of any fact known to, or document in the possession of, Counsel arising by reason of Counsel's prior representation of the Company; (b) waives any claim that Acquirer or the Company have or may have that Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation; (c) agrees that, if a dispute arises after the Closing (which will no longer include between Acquirer and/or the Group Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective AffiliatesCompany, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or any of its Affiliates, on the other hand, then Counsel may represent Seller or such Affiliate in such dispute even though the course interests of Seller or such Affiliate may be directly adverse to Acquirer or the negotiationCompany and even though Counsel may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for Acquirer and/or the Company; and (d) agrees that no communications (including email or other written communications) subject to attorney-client privilege among Counsel and the Company, documentation and consummation Seller and/or any of their respective Affiliates that relate in any way to the transactions contemplated hereby by this Agreement shall be subject to disclosure, directly or indirectly, to Acquirer or any Person acting on behalf of Acquirer, and the Company shall, without the necessity of further documentation of transfer, be deemed to be attorney-client confidences that belong solely have irrevocably assigned and transferred to Seller and its Affiliates (and not the Group 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 Closing, (a) Seller and its Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege and the expectation of client confidence with respect to all such engagementcommunications, and none of the Group Companies same shall be a holder thereof, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only controlled by Seller and its Affiliates shall not be claimed by Acquirer or the Company; provided, however, that, with respect to this clause (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoingd), in the event that a dispute arises between Buyer or a Group Company Acquirer and/or the Company, on the one hand, and a third party other than a party to this Agreement Agreement, on the other hand, after the Closing, Buyer the Company 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 waive such privilege without the prior written consent of Seller. 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”a) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waivesThe Purchaser agrees, on its own behalf and agrees to cause on behalf of its Affiliates and (including, after the Group Companies to waiveClosing, any conflicts Group Company) and its and their respective managers, directors, members, partners, officers and employees, and each of their successors and assigns (all such parties, the “Purchaser Parties”), that may arise in connection with Xxxxxxxxxx Xxxxxxx, Swaine & Xxxxx LLP and Xxxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing (together, “Guarantor’s Counsel”) may serve as such representation counsel to, and Xxxxxxx LLP (“Xxxxxxx”) may relate to Buyerprovide professional services to, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective AffiliatesGuarantor, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliatesthe Group Companies, on the other hand, in the course of connection with the negotiation, documentation preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Seller Transactions (the “Current Representation”), and that, following consummation of the Transactions, any Guarantor’s Counsel may serve as counsel to, and Xxxxxxx may provide professional services to, the Guarantor or any of its Affiliates or any of their respective managers, directors, members, partners, officers or employees, in each case, in connection with any dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions, notwithstanding such representation (and not or any continued representation) of the Group Companies), and the Purchaser on behalf of itself and the Purchaser Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. AccordinglyThe Purchaser acknowledges that the foregoing provision applies whether or not any Guarantor’s Counsel provide legal services to, the and whether or not Xxxxxxx provides professional services to, any 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 Company after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its 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, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. 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 waive such privilege without the prior written consent of Seller. 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 CounselClosing Date.

Conflicts; Privilege. Recognizing It is acknowledged by all of the parties that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx the Company has retained K&L Gates LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel intend to act as legal its counsel to Seller and its Affiliates after the Closing (which will no longer include the Group Companies), Buyer hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Buyer, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or Internal Counsel or Seller or its Affiliates, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-and that K&L Gates LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client confidences that belong solely to Seller of K&L Gates LLP for conflict of interest or any other purposes as a result thereof. Parent and its Affiliates Merger Sub (and not on behalf of themselves, as well as the Group 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 Closing, (aSurviving Corporation) Seller and its 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, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel 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 Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP or such Internal Counsel and the Group Companies or otherwise. Notwithstanding the foregoinghereby agree that, in the event that a dispute arises between Buyer Parent or a Group any of its Affiliates (including Merger Sub or the Surviving Corporation) and any Equityholder or Stockholder Representative, or any of their respective Affiliates, 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. Parent and Merger Sub (on behalf of themselves and the Surviving Corporation) agree that, as to all communications, whether written or electronic, among K&L Gates LLP and the Company or the Equityholders, and a third party all files, attorney notes, drafts or other than a party documents with respect to such communications, that relate in any way to the transactions contemplated by this Agreement after or any Transaction document, Letter of Transmittal, Joinder Agreement, Option Cancellation Agreement, and Bonus Cancellation Agreement that predate the Closing, Buyer the attorney- client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Stockholder Representative and may assert be controlled by the attorney-client privilege Stockholder Representative and shall not pass to prevent disclosure of confidential communications or be claimed by Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP Xxxxxx, the Merger Sub or Internal Counsel the Surviving Corporation. Parent and Xxxxxx Sub agree to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of Seller. This Section 10.15 will be irrevocabletake, and no term to cause their respective Affiliates, successors and assigns to take (including the Surviving Corporation), all steps reasonably requested by the Stockholder Representative necessary to implement the intent of this Section 10.15 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP and Internal Counsel.8.11. Section 8.12

Conflicts; Privilege. Recognizing that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP and internal counsel belonging from time to time to the Oldcastle Law Group (“Internal Counsel”) have has acted as legal counsel to the Group Companies and certain of their respective Affiliates prior to the date hereof, and that Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP and Internal Counsel intend intends to act as legal counsel to Seller and its the Company’s Affiliates after the Closing (which will no longer include the Group Companies), Buyer Parent hereby waives, on its own behalf and agrees to cause its Affiliates and the Group Companies to waive, any conflicts that may arise in connection with Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or Internal Counsel representing Seller or its the Company’s Affiliates after the Closing as such representation may relate to BuyerParent, the Group Companies or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between the Group Companies and their respective Affiliates, on the one hand, and Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or Internal Counsel internal counsel of the Group Companies or Seller or its the Company’s Affiliates, on the other hand, 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 Seller and its the Company’s Affiliates (and not the Group Companies). Accordingly, the Group Companies shall not have access to any such communications or to the files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or such Internal Counsel internal counsel relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its the Company’s 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, (b) to the extent that files of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or such Internal Counsel internal counsel in respect of such engagement constitute property of the client, only Seller and its the Company’s Affiliates (and not the Group Companies) shall hold such property rights and (c) Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or such Internal Counsel internal counsel 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 Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or such Internal Counsel internal counsel and the Group Companies or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Buyer Parent or a Group Company and a third party other than a party to this Agreement after the Closing, Buyer Parent may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx Pxxxxxxx LLP or Internal Counsel to such third party; provided, however, that Buyer the Parent may not waive such privilege without the prior written consent of Sellerthe CDR Funds. This Section 10.15 8.16 will be irrevocable, and no term of this Section 10.15 8.16 may be amended, waived or modified, without the prior written consent of Xxxxxxxxxx Xxxxxxxx Debevoise & Xxxxxxxx LLP and Internal CounselPxxxxxxx LLP.