Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller has Representative have retained SkaddenXxxxxx, Arps, Slate, Xxxx & Xxxxxxx & Xxxx LLP (“SkaddenXxxxxx”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden Xxxxxx has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden Xxxxxx for conflict of interest or any other purposes as a result thereof. . (b) The Buyer hereby agrees and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Xxxxxx has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including, after including the ClosingCompany) and the Seller Representative, the Transferred FH Companies and their Closing Subsidiaries) and Sellers, any Seller Owner or any of its Affiliates (includingtheir respective Affiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Xxxxxx may represent Seller or any such Affiliate party in such dispute even though the interests interest of Seller or any such Affiliate party may be directly adverse to the Buyer or any of its Affiliates (including, after including the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and even though Skadden Xxxxxx may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or a Transferred FH Company or one of its Closing Subsidiariesthe Company. (c) The parties hereto, and Buyer and the Transferred FH Companies for themselves and their Closing Subsidiaries hereby waiverespective Affiliates (including, on behalf of themselves and each of their Affiliatesas applicable, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer Company), further agrees agree that, as to all communicationscommunications between or among Xxxxxx, whether written or electronicthe Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing SubsidiariesCompany. Accordingly, but in no event the Company shall Seller waive not have access to any such privilege communications or to the extent related files of Xxxxxx relating to any of such engagement from and after the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Closing.

Conflicts; Privileges. 11.8.1 It is acknowledged by each of the parties Parties that Seller has the Sellers have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby Transactions and that no other party Party or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer The Purchasers hereby agrees agree that, in the event that a dispute arises between Buyer the Purchasers or any of its their Affiliates (including, after the ClosingCompletion, the Transferred FH Companies and their Closing SubsidiariesAcquired Companies) and Seller or any member of its Affiliates (includingthe ABB Group, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden W&C may represent Seller or any such Affiliate member of the ABB Group in such dispute even though the interests of Seller or such Affiliate member of the ABB Group may be directly adverse to Buyer the Purchasers or any of its their Affiliates (including, after the ClosingCompletion, the Transferred FH Companies and their Closing Subsidiaries) Acquired Companies), and even though Skadden W&C may have represented a Transferred FH an Acquired Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer the Purchasers or a Transferred FH Company or one of its Closing Subsidiariesan Acquired Company, and Buyer and the Transferred FH Companies and their Closing Subsidiaries Purchasers hereby waive, on behalf of themselves themselves, the Acquired Companies and each of their respective Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer W&C. The Purchasers further agrees agree that, as to all communicationscommunications among W&C, whether written or electronic, the Acquired Companies and the Sellers that relate in any way to the extent related to the Matter, among Skadden, Seller and its SubsidiariesTransactions, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client legal professional privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller the Sellers and may be controlled by Seller the Sellers and shall not pass to or be claimed by Buyer or its Subsidiaries the Purchasers or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to Acquired Companies. 11.8.2 The Sellers and the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer Purchasers agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Clause 11.8.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has the Sellers and the Companies have retained Skadden, Arps, Slate, Xxxxxx Xxxxxxx & Xxxx LLP (“Skadden”) to act as its their counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that Skadden Xxxxxx Xxxxxxx LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby by this Agreement and that no other party or Person to this Agreement has the status of a client of Skadden Xxxxxx Xxxxxxx LLP for conflict of interest or any other purposes as a result thereof. . (b) Each of Buyer and Parent hereby agrees that, in the event that a dispute arises between among Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiariesany Companies) and Seller Sellers or any of its their Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the MatterCompanies), Skadden Xxxxxx Xxxxxxx LLP may represent Seller Sellers or any such Affiliate in such dispute dispute, even though the interests of Seller Sellers or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) Companies), and even though Skadden Xxxxxx Xxxxxxx LLP may have represented a Transferred FH Company in a manner substantially related to such dispute, or one may be handling ongoing matters for Buyer or a Company. (c) Each of Buyer and Parent hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Companies): (i) any claim that it has or may have that Xxxxxx Xxxxxxx LLP has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations; and (ii) agrees that, in the event that a dispute arises after the Closing Subsidiaries among Buyer or any of its Affiliates (including the Companies) and Sellers or any Affiliate of Sellers, Xxxxxx Xxxxxxx LLP may represent any such party in such dispute, even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Companies), and even though Xxxxxx Xxxxxxx LLP may have represented a Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one Company. (d) Each of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waiveParent, on behalf of themselves itself and each of its Affiliates (including, after the Closing, the Companies) further agrees that, if, and to the extent that, at any time subsequent to the Closing, each Company shall have the right to assert or waive an attorney-client privilege with respect to any communications between or among it or any of its directors or officers concerning or in contemplation of this Agreement or the transactions contemplated hereby, Sellers shall have the sole right to waive such attorney-client privilege. Further, no Xxxxxx Xxxxxxx LLP attorney shall be required to respond to any inquiry concerning such communications without the approval of Sellers. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Sellers shall be permitted to remove from the Companies any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between a Company, on the one hand, and Sellers or any of their Affiliates, any conflict of interest in connection with such representation by Skadden to on the extent related to the Matterother hand (“Jointly Privileged Information”). Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller From and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate after the Closing, the attorney-client privilegeBuyer shall cause each Company and its Affiliates to provide to Sellers copies (including electronic, the expectation digital or otherwise) of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall Jointly Privileged Information that is inadvertently not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege removed prior to the extent related Closing. Sellers agree that any email, document and other record temporarily removed for analysis to any determine the presence of Jointly Privileged Information pursuant to the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent first sentence of this Section 5.20. Seller and Buyer further agree 10.17(e) shall be returned to the Company promptly following the completion of such review if it is determined by Sellers that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20such email, document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has TDY and ATI and certain of its Subsidiaries have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx K&L Gates LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden K&L Gates LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden K&L Gates LLP for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller ATI or any of its Affiliates (includingAffiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden K&L Gates LLP may represent Seller ATI or any such Affiliate in such dispute even though the interests of Seller ATI or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the including any Transferred FH Companies and their Closing SubsidiariesSubsidiary) and even though Skadden K&L Gates LLP may have represented the Tungsten Materials Business or a Transferred FH Company or one of its Closing Subsidiaries Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves and each of their its Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterK&L Gates LLP. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matteramong K&L Gates, among SkaddenATI, Seller TDY and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller ATI (or TDY, as appropriate) and may be controlled by Seller ATI (or TDY, as appropriate) and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies Tungsten Materials Business or any of their Closing SubsidiariesTransferred Subsidiaries following the Closing. Buyer agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their its respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.209.10.

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller has and certain of its Subsidiaries or Affiliates have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) Xxxxx Day to act as its counsel in connection with the transactions contemplated hereby and that Skadden Xxxxx Day has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden Xxxxx Day for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (includingAffiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Xxxxx Day may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after including the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and even though Skadden Xxxxx Day may have represented a Transferred FH the Rolling Mill Business or the Company or one of its Closing Subsidiaries any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves and each of their its Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterXxxxx Day. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matteramong Xxxxx Day, among Skadden, Seller and its SubsidiariesSeller, the Transferred FH Companies and their Closing SubsidiariesCompany, or any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Buyer, the Rolling Mill Business or the Transferred FH Companies or any of their Closing SubsidiariesCompany following the Closing. Buyer agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their its respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.2010.16.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller DuPont has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), Eversheds LLP (“Eversheds”), Potter Xxxxxxxx & Xxxxxxx LLP (“Potter Xxxxxxxx”) and Xxxxxxx & Xxxxxx LLP (“Xxxxxxx & Xxxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has Skadden, Eversheds, Potter Xxxxxxxx and Xxxxxxx & Xxxxxx have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden Skadden, Eversheds, Potter Xxxxxxxx or Xxxxxxx & Xxxxxx for conflict of interest or any other purposes as a result thereofin connection with such transactions. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH DPC Companies and their Closing Subsidiaries) and Seller DuPont or any of its Affiliates (including, prior to the Closing, the Transferred FH DPC Companies and their Subsidiaries) related to the Matter), Skadden each of Skadden, Eversheds, Potter Xxxxxxxx and Xxxxxxx & Xxxxxx may represent Seller DuPont or any such Affiliate in such dispute even though the interests of Seller DuPont or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH DPC Companies and their Closing Subsidiaries) and even though Skadden Skadden, Eversheds, Potter Xxxxxxxx and/or Xxxxxxx & Xxxxxx, as applicable, may have represented a Transferred FH DPC Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH DPC Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH DPC Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Skadden to the extent related to the MatterSkadden, Eversheds, Potter Xxxxxxxx and/or Xxxxxxx & Xxxxxx, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its SubsidiariesEversheds, Potter Xxxxxxxx, Xxxxxxx & Moring, DuPont, the Transferred FH DPC Companies and their Closing respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter and transactions contemplated by this Agreement, that predate the Closing, Closing and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to Seller DuPont and may be controlled by Seller DuPont and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH DPC Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller DuPont and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.23. Seller DuPont and Buyer further agree that Skadden Skadden, Eversheds, Potter Xxxxxxxx and its Xxxxxxx & Xxxxxx and their respective partners and employees are third party beneficiaries of this Section 5.205.23.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has the Company and the Stockholders’ Representative have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Parent hereby agrees that, in the event that a dispute arises between Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Transferred FH Companies Company and the Company Subsidiaries and any of their Closing SubsidiariesAffiliates) and Seller any Equityholder or any of its their Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the MatterCompany or any Company Subsidiary), Skadden W&C may represent Seller such Equityholder or any such Affiliate (including the Stockholders’ Representative) in such dispute even though the interests of Seller such Equityholder or such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Transferred FH Companies Surviving Corporation or any Company Subsidiary), and even though W&C may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Company or a Company Subsidiary, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, (ii) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Company or the Company Subsidiaries) and the Company, any Company Subsidiary, any Equityholder or the Stockholders’ Representative, W&C may represent any such party in such dispute even though Skadden the interest of any such party may be directly adverse to Parent or any of its Affiliates (including Merger Sub and, after the Closing, the Company or the Company Subsidiaries), the Company or any Company Subsidiary and even though W&C may have represented a Transferred FH the Company or one of its Closing the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Parent, the Company or one of its Closing the Company Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer Parent further agrees that, as to all communicationscommunications among W&C, whether written or electronicthe Company, the Company Subsidiaries, any Equityholder and the Stockholders’ Representative that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller such Equityholder and/or the Stockholders’ Representative and may be controlled by Seller such Equityholder and shall not pass to or be claimed by Buyer or its Subsidiaries Parent, the Company or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Company Subsidiaries. Seller and Buyer agree Parent agrees to take take, and to cause their respective its Affiliates to take, all steps necessary to implement the intent of this Section 5.205.14. Seller The Equityholders, Parent and Buyer the Stockholders’ Representative further agree that Skadden W&C and its respective partners and employees are third third-party beneficiaries of this Section 5.205.14.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has MIC, Seller, the Company and certain of their respective Affiliates have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that that, following the Closing, a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing the Company Subsidiaries) and Seller MIC, Seller, or any of its their respective Affiliates (includingfor the avoidance of doubt, prior to excluding the Closing, Company or the Transferred FH Companies and their Company Subsidiaries) related arising out of or relating to the Matterthis Agreement, Skadden W&C may represent MIC, Seller or any such Affiliate in such dispute even though the interests of MIC, Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Company or the Company Subsidiaries) ), and even though Skadden though, prior to the Closing, W&C may have represented a Transferred FH the Company or one of its Closing the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for Buyer or a Transferred FH Purchaser, the Company or one of its Closing the Company Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden to the extent related to the Matter. Buyer further agrees representation, (b) agree that, as to all communicationsin the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate after the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Company or the Transferred FH Companies Company Subsidiaries) and MIC, Seller or any of their Closing respective Affiliates arising out of or relating to this Agreement, W&C may represent MIC, Seller and any Affiliate of MIC or Seller in such dispute even though the interest of such party may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company or the Company Subsidiaries), but in no event shall Seller waive any such privilege and even though, prior to the extent Closing, W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to any of such dispute, or may be handling ongoing unrelated matters for Purchaser, the Transferred FH Companies Company or any one of its Closing the Company Subsidiaries. Seller and Buyer agree Purchaser further agrees that (i) as to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.communications between W&C 94

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has CECity and the Shareholders have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxx LLP (“Skadden”) and Xxxxx Xxxxx LLP to act as its counsel in connection with the transactions contemplated hereby and that Skadden neither Xxxx Xxxxx LLP nor Xxxxx Xxxxx LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden Xxxx Xxxxx LLP or Xxxxx Xxxxx LLP for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (includingand CECity or the Shareholders, after the Closing, the Transferred FH Companies either or both of Xxxx Xxxxx LLP and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Xxxxx Xxxxx LLP may represent Seller CECity or any such Affiliate the Shareholders in such dispute even though the interests of Seller or such Affiliate CECity and the Shareholders may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing SubsidiariesAffiliates, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves and each of their its Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterXxxx Xxxxx LLP or Xxxxx Xxxxx LLP. Buyer further agrees that, as to all communications, whether written or electronic, among one or more of Xxxx Xxxxx LLP, Xxxxx Xxxxx LLP, CECity (prior to the extent related to Closing) and the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing SubsidiariesShareholders, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller CECity and the Shareholders and may be controlled by Seller CECity and the Shareholders and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing SubsidiariesBusiness following the Closing. Buyer agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their its respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.2010.10.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller Descartes has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), Potter Xxxxxxxx & Xxxxxxx LLP (“Potter Xxxxxxxx”) and the firms set forth on Section 5.22(a) of the Descartes Disclosure Schedule (collectively, together with Skadden and Potter Xxxxxxxx, the “Descartes Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has the Descartes Law Firms have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden the Descartes Law Firms for conflict of interest or any other purposes as a result thereof. Buyer Fermat hereby agrees that, in the event that a dispute arises between Buyer Fermat or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller Descartes or any of its Affiliates (includingAffiliates, prior to each of the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Descartes Law Firms may represent Seller Descartes or any such Affiliate in such dispute even though the interests of Seller Descartes or such Affiliate may be directly adverse to Buyer Fermat or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden the Descartes Law Firms, as applicable, may have represented a Transferred FH Company the Ag Business or one of its Closing Subsidiaries in a matter (b) It is acknowledged by each of the parties that Fermat has retained each of the firms set forth on Section 5.22(b) of the Fermat Disclosure Schedule ( the “Fermat Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that the Fermat Law Firms have 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 of the Fermat Law Firms for conflict of interest or any other purposes as a result thereof. Descartes hereby agrees that, in the event that a dispute arises between Descartes or any of its Affiliates and Fermat or any of its Affiliates, each of the Fermat Law Firms may represent Fermat or any such Affiliate in such dispute even though the interests of Fermat or such Affiliate may be directly adverse to Descartes or any of its Affiliates and even though the Fermat Law Firms may have represented the H&N Business or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Descartes or a Transferred FH Company the H&N Business or one of its Closing Subsidiaries, and Buyer Descartes and the Transferred FH Companies H&N Business and their Closing its Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterFermat Law Firms. Buyer Descartes further agrees that, as to all communications, whether written or electronic, to among any of the extent related to Fermat Law Firms, the Matter, among Skadden, Seller H&N Business and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller Fermat and may be controlled by Seller Fermat and shall not pass to or be claimed by Buyer or its Subsidiaries Descartes or the Transferred FH Companies H&N Business or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller Fermat and Buyer Descartes agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.22. Seller Fermat and Buyer Descartes further agree that Skadden the Fermat Law Firms and its their respective partners and employees are third party beneficiaries of this Section 5.205.22.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has Seller, the Company and certain of their respective Affiliates have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”), Carlsmith Ball LLP (“CB”), and Winston & Sxxxxx LLP (“WS”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden has W&C, CB, and WS have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C, CB, or WS for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, (a) W&C, CB and WS may continue to represent Seller, the Company, or any such Affiliate (and their respective current or former directors or officers) following the Closing in connection with any dispute pending or threatened as of the Closing, (b) in the event that a dispute arises in connection with the transactions contemplated hereby (including any Transaction Litigation), W&C, CB, and WS may represent Seller, the Company, or any such Affiliate (and their respective current or former directors or officers in such dispute), and (c) in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing the Company Subsidiaries) and Seller Seller, or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies Company or the Company Subsidiaries), W&C, CB, and their Subsidiaries) related to the Matter, Skadden WS may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Company or the Company Subsidiaries) ), and even though Skadden W&C, CB, or WS may have represented a Transferred FH the Company or one of its Closing the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Purchaser, the Company or one of its Closing the Company Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C, CB, or WS has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing in connection with the transactions contemplated hereby (including any Transaction Litigation), W&C, CB, and WS may represent any such party in such dispute, and (c) agree that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, after the Closing, the Company or the Company Subsidiaries) and Seller, W&C, CB, and WS may represent any such party in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (including after the extent Closing, the Company or the Company Subsidiaries), and even though W&C, CB, and WS may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the MatterCompany or the Company Subsidiaries. Buyer Purchaser further agrees that, (i) as to all communicationscommunications among W&C, whether written or electronicCB, WS, and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Purchaser, the Company or the Transferred FH Companies or any of their Closing Company Subsidiaries, but and (ii) as to all communications among W&C, CB, WS, the Company, the Company Subsidiaries, and/or Seller, that relate in no event shall Seller waive any such privilege way to the extent related transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any of evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser, the Transferred FH Companies Company or any one of its Closing the Company Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer The parties hereto further agree that Skadden W&C, CB, WS, and its their respective partners and employees are third party beneficiaries of this Section 5.206.12.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has the Endo Companies have retained SkaddenXxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and A&L Goodbody LLP (“ALG”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party or Person has the status of a client of Skadden or ALG for conflict of interest or any other purposes as a result thereof. Buyer Buyers hereby agrees that, in the event agree that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, Skadden and ALG may represent the Transferred FH Endo Companies and their Closing Subsidiaries) and Seller or any of its their Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any of their respective shareholders, partners, members or representatives (any such Affiliate Person, a “Designated Person”) in such any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyers or any of their Affiliates, and any Designated Person, even though the interests of Seller or such Affiliate Designated Person may be directly adverse to Buyer Buyers or any of its Affiliates (includingtheir Affiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden and/or ALG may have represented a Transferred FH Company or one of its Closing Subsidiaries Buyers in a matter substantially related to such disputematter, or may be handling representing Buyers in ongoing matters for Buyer or matters. Buyers hereby waive and agree not to assert (1) any claim that Skadden and/or ALG has a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection any representation described in this Section 9.25(a) or (2) any confidentiality obligation with such representation by respect to any communication between Skadden to and/or ALG and any Designated Person occurring during the extent related to the Matter. Buyer further agrees that, Current Representation. (b) Buyers hereby agree that as to all communicationscommunications (whether before, whether written at or electronic, after the Closing) between Skadden and/or ALG and any Designated Person that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the ClosingCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to Seller Sellers and may be controlled by Seller the Endo Companies and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies Buyers or any of their Closing Subsidiaries, but in no event representatives and Xxxxxx hereby agree that they shall Seller waive not seek to compel disclosure to Buyers or any of their Representatives of any such privilege communication that is subject to the extent related to any of the Transferred FH Companies attorney client privilege, or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20other evidentiary privilege.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Company and Seller has have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies Company and their Closing Subsidiariesits Subsidiary) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the MatterCompany or its Subsidiary), Skadden W&C may represent such Seller or any such Affiliate in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing Subsidiaries) Company or its Subsidiary), and even though Skadden W&C may have represented a Transferred FH the Company or one of its Closing Subsidiaries Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Purchaser, the Company or one of its Closing SubsidiariesSubsidiary, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including after the Closing, the Company or its Subsidiary) and the Company, its Subsidiary, or Seller, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (including after the extent Closing, the Company or its Subsidiary), the Company or its Subsidiary and even though W&C may have represented the Company or its Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the MatterCompany or its Subsidiary. Buyer Purchaser further agrees that, as to all communicationscommunications among W&C, whether written or electronicthe Company, its Subsidiary and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and may be controlled by such Seller and shall not pass to or be claimed by Buyer Purchaser, the Company or its Subsidiaries or the Transferred FH Companies or any of their Closing SubsidiariesSubsidiary. Purchaser agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.13. Seller and Buyer Purchaser further agree that Skadden W&C and its respective partners and employees are third party beneficiaries of this Section 5.205.13.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Seller has and the Company have retained Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (“SkaddenK&E”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden K&E has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of Skadden K&E for conflict of interest or any other purposes as a result thereof. Buyer The Purchaser hereby agrees that, in the event that a dispute arises between Buyer the Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing any of its Subsidiaries) and the Seller or any of its Affiliates the Seller’s direct or indirect equityholders (includingthe “Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, K&E may represent the Company (prior to the Closing), the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any and/or such Affiliate Seller’s Equityholder in such dispute even though the interests of Seller or such Affiliate Seller’s Equityholder may be directly adverse to Buyer the Purchaser, the Company or any of its Affiliates (including, after the Closing), the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden K&E may have represented a Transferred FH the Seller or the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies Purchaser and their Closing Subsidiaries the Company hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer K&E. The Purchaser further agrees that, as to all communicationscommunications among K&E, whether written or electronicthe Company, any of the Company’s Subsidiaries and any of the Seller’s Equityholders that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller and such Seller’s Equityholder and may be controlled by Seller such Seller’s Equityholder and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Companies Purchaser, the Company or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Company’s Subsidiaries. Seller and Buyer agree The Purchaser agrees to take take, and to cause their respective Affiliates its Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.2010.17.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, Xxxxxxx Dxxxx Xxxx & Xxxx Wxxxxxxx LLP (“SkaddenDxxxx Xxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party or Person has the status of a client of Skadden Dxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Dxxxx Xxxx may represent Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any of their respective Representatives (any such Affiliate Person, a “Designated Person”) in such dispute any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of Seller or such Affiliate Designated Person may be directly adverse to Buyer or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden Dxxxx Xxxx may have represented a Transferred FH Company or one of its Closing Subsidiaries Buyer in a matter substantially related to such disputematter, or may be handling representing Buyer in ongoing matters for matters. Buyer or hereby waives and agrees not to assert (i) any claim that Dxxxx Xxxx has a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection any representation described in this Section or (ii) any confidentiality obligation with such representation by Skadden respect to any communication between Dxxxx Xxxx and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between Dxxxx Xxxx and any Designated Person that directly relate in any way to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and Current Representation that predate the Closing, the are attorney-client privilege, privileged (the expectation of client confidence “Deal Communications”) and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and shall will not pass to or be claimed by Buyer or any of its Subsidiaries Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises between Buyer, on the one hand, and a third party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the Transferred FH Companies event that Buyer or any of their Closing Subsidiariesits respective directors, but in no event shall Seller waive any such privilege officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent related legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including by making specific reference to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further 14.15(c)), (y) agree that Skadden the Selling Entities may seek a protective order and its respective partners (z) use, at the Selling Entities’ sole cost and employees are third party beneficiaries of this Section 5.20expense, commercially reasonable efforts to assist therewith.

Conflicts; Privileges. (a) It is acknowledged by each of the parties Parties that Seller has retained Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP (“SkaddenXxxxx Xxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party or Person has the status of a client of Skadden Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Xxxxx Xxxx may represent Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any of their respective Representatives (any such Affiliate Person, a “Designated Person”) in such dispute any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of Seller or such Affiliate Designated Person may be directly adverse to Buyer or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden Xxxxx Xxxx may have represented a Transferred FH Company or one of its Closing Subsidiaries Buyer in a matter substantially related to such disputematter, or may be handling representing Buyer in ongoing matters for matters. Buyer or hereby waives and agrees not to assert (i) any claim that Xxxxx Xxxx has a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such any representation by Skadden described in this Section 13.15 or (ii) any (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between Xxxxx Xxxx and any Designated Person that relate in any way to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and Current Representation that predate the Closing, the are attorney-client privilege, privileged (the expectation of client confidence “Deal Communications”) and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and shall will not pass to or be claimed by Buyer or any of its Subsidiaries or the Transferred FH Companies Representatives and Xxxxx hereby agrees that it will not seek to compel disclosure to Buyer or any of their Closing Subsidiaries, but in no event shall Seller waive its Representatives of any such communication that is subject to attorney client privilege, or any other evidentiary privilege. (c) Notwithstanding the foregoing, in the event that a dispute arises between Buyer, on the one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the applicable Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its respective directors, officers, employees, or other Representatives is legally required by governmental Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent related legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including by making specific reference to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further 13.15(c)), (y) agree that Skadden the Selling Entities may seek a protective Order and its respective partners (z) use, at the Selling Entities’ sole cost and employees are third party beneficiaries of this Section 5.20expense, reasonable best efforts to assist therewith. [Signature page follows.]

Conflicts; Privileges. It is acknowledged by each of the parties that Seller SEE has retained each of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP (“Skadden”) and each other firm engaged to act as its counsel in connection with the transactions contemplated hereby by this Agreement (“Other Counsel”) and that Skadden has and such Other Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden and such Other Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Diversey Companies and their Closing Subsidiaries) and Seller SEE or any of its Affiliates (including, prior to the Closing, the Transferred FH Diversey Companies and their Subsidiaries) related to the Matter), each of Skadden and such Other Counsel may represent Seller SEE or any such Affiliate in such dispute even though the interests of Seller SEE or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Diversey Companies and their Closing Subsidiaries) and even though Skadden or such Other Counsel, as applicable, may have represented a Transferred FH Diversey Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Diversey Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Diversey Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matteror such Other Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiariessuch Other Counsel, SEE, the Transferred FH Diversey Companies and their Closing respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller SEE and may be controlled by Seller SEE and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH Diversey Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller SEE and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.209.14. Seller SEE and Buyer further agree that Skadden and its such Other Counsel and their respective partners and employees are third party beneficiaries of this Section 5.209.14.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Company and Seller has have retained Skadden, Arps, Slate, Xxxxxxx Debevoise & Xxxx Xxxxxxxx LLP (“SkaddenDebevoise”) to act as its their counsel in connection with the transactions contemplated hereby by this Agreement and that Skadden has Buyer does not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has have the status of a client of Skadden Debevoise for conflict of interest or any other purposes as a result thereof. Buyer and the Company hereby agrees agree that, in the event that a dispute arises between Buyer or any of its Affiliates (including, including after the Closing, the Transferred FH Companies Company and their Closing any of its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Company or any of its Subsidiaries) related to the Matter), Skadden Debevoise may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing Company or any of its Subsidiaries) ), and even though Skadden Debevoise may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH any of its Affiliates or the Company or one any of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in, such representation by Skadden representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries) and Seller or its Affiliates, Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the extent Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the MatterCompany or any of their respective Affiliates. Buyer and the Company further agrees agree that, as to all communicationscommunications among Debevoise, whether written or electronic, the Company and any of its Subsidiaries that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall will not pass to or be claimed by Buyer or its Subsidiaries or Buyer, the Transferred FH Companies Company or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller Buyer and Buyer the Company agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.208.11. Seller Buyer and Buyer the Company further agree that Skadden Debevoise and each of its respective partners and employees are third third-party beneficiaries of this Section 5.208.11.

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller has and the Company have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Viewpoint Law Group (“SkaddenViewpoint”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Skadden Viewpoint has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby Transactions and that no other party Party to this Agreement or Person has the status of a client of Skadden Viewpoint for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and Seller or any of its Seller’s Affiliates (including, prior to the Closing, the Transferred FH Companies Company), Viewpoint may represent Seller and their Subsidiariesthe Company (prior to Closing) related to the Matter, Skadden and may represent Seller or any such Affiliate thereof (after the Closing) in such dispute even though the interests of Seller or such any Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing Subsidiaries) Company), and even though Skadden Viewpoint may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, Seller and Buyer Affiliates thereof and/or the Company. Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive(a) waives, on behalf of themselves itself and each of their its Affiliates, any claim they have or may have that Viewpoint has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agrees that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including after the Closing, the Company), on the one hand, and Seller, and/or any Affiliate of Seller, on the other hand, Viewpoint may represent Seller in such dispute even though the interest of Seller may be directly adverse to Purchaser or any of its Affiliates (including after the extent Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to the Mattersuch dispute, or may be handling ongoing matters for Seller. Buyer Xxxxxxxxx further agrees that, as to all communicationscommunications among Viewpoint, whether written or electronic, the Company and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the ClosingTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or Purchaser. Notwithstanding anything set forth in the Transferred FH Companies foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Purchaser or any of their Closing Subsidiariesits Affiliates (including the Company), but in no event shall on the one hand, and a third party, other than Seller or any of its Affiliates (not including the Company), on the other hand, any of Parent, Purchaser and the Company may assert the attorney-client privilege to prevent disclosure of privileged communications to such third party; provided, however, that Seller may not waive any such privilege to without the extent related to any written Consent of Purchaser or the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Company.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller Descartes has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), Potter Xxxxxxxx & Xxxxxxx LLP (“Potter Xxxxxxxx”) and the firms set forth on Section 5.22(a) of the Descartes Disclosure Schedule (collectively, together with Skadden and Potter Xxxxxxxx, the “Descartes Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has the Descartes Law Firms have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden the Descartes Law Firms for conflict of interest or any other purposes as a result thereof. Buyer Fermat hereby agrees that, in the event that a dispute arises between Buyer Fermat or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Seller Descartes or any of its Affiliates (includingAffiliates, prior to 1414958.12A-NYCSR03A - MSW each of the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Descartes Law Firms may represent Seller Descartes or any such Affiliate in such dispute even though the interests of Seller Descartes or such Affiliate may be directly adverse to Buyer Fermat or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden the Descartes Law Firms, as applicable, may have represented a Transferred FH Company the Ag Business or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Fermat or a Transferred FH Company the Ag Business or one of its Closing Subsidiaries, and Buyer Fermat and the Transferred FH Companies Ag Business and their Closing its Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterDescartes Law Firms, as applicable. Buyer Fermat further agrees that, as to all communications, whether written or electronic, to among the extent related to Descartes Law Firms, Descartes, the Matter, among Skadden, Seller Ag Business and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller Descartes and may be controlled by Seller Descartes and shall not pass to or be claimed by Buyer or its Subsidiaries Fermat or the Transferred FH Companies Ag Business or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller Descartes and Buyer Fermat agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.22. Seller Descartes and Buyer Fermat further agree that Skadden the Descartes Law Firms and its their respective partners and employees are third party beneficiaries of this Section 5.205.22. (b) It is acknowledged by each of the parties that Fermat has retained each of the firms set forth on Section 5.22(b) of the Fermat Disclosure Schedule ( the “Fermat Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that the Fermat Law Firms have 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 of the Fermat Law Firms for conflict of interest or any other purposes as a result thereof. Descartes hereby agrees that, in the event that a dispute arises between Descartes or any of its Affiliates and Fermat or any of its Affiliates, each of the Fermat Law Firms may represent Fermat or any such Affiliate in such dispute even though the interests of Fermat or such Affiliate may be directly adverse to Descartes or any of its Affiliates and even though the Fermat Law Firms may have represented the H&N Business or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Descartes or the H&N Business or one of its Subsidiaries, and Descartes and the H&N Business and its Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by the Fermat Law Firms. Descartes further agrees that, as to all communications, whether written or electronic, among any of the Fermat Law Firms, the H&N Business and its Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Fermat and may be controlled by Fermat and shall not pass to or be claimed by Descartes or the H&N Business or any of its Subsidiaries. Fermat and Descartes agree to take, and to cause their respective Affiliates to take, all steps necessary to 1414958.12A-NYCSR03A - MSW implement the intent of this Section 5.22. Fermat and Descartes further agree that the Fermat Law Firms and their respective partners and employees are third party beneficiaries of this Section 5.22.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden for conflict of interest or any other purposes as a result thereof. Buyer Parent hereby agrees that, in the event that a dispute arises between Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Transferred FH Companies Surviving Corporation and their Closing the Company Subsidiaries) and Seller the Stockholders’ Representatives, any Equityholders or any of its their Affiliates (including, prior to the Closing, the Transferred FH Companies and their SubsidiariesCompany or any Company Subsidiary), Xxxxxx Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) related to the Matter, Skadden may represent Seller the Stockholders’ Representatives, such Equityholder or any such Affiliate in such dispute (each, a “Specified Matter”) even though the interests of Seller the Stockholders’ Representatives, such Equityholder or such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Sub and, after the Closing, the Transferred FH Companies and their Closing Surviving Corporation or the Company Subsidiaries) ), and even though Skadden Xxxxxx may have represented a Transferred FH the Company or one of its Closing Subsidiaries a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Parent, the Company or a Transferred FH Company or one of its Closing SubsidiariesSubsidiary, and Buyer Parent and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Xxxxxx has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation; provided that (i) no Xxxxxx attorneys who are currently working or have worked on matters representing Parent or its Affiliates will represent either the Stockholders’ Representative or the Equityholders or their Affiliates in any Specified Matter, (ii) Xxxxxx will adhere, at all times, to its ethical obligations and its obligation not to disclose confidential information of Parent or any other indemnitee (including, following the Closing, of the Company or any of its Subsidiaries, but excluding any confidential information of the Company or any of its Subsidiaries existing at or prior to the extent related Closing) (“Parent Confidential Information”) to the Stockholders’ Representatives or the Equityholders or any other person or entity, and to its obligation not to use Parent Confidential Information for the benefit of the Stockholders’ Representatives or the Equityholders or any other Person or entity, (iii) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, appropriate confidentiality walls will be implemented within Xxxxxx to ensure that no Parent Confidential Information will be accessible to Xxxxxx personnel representing the Stockholders’ Representatives, the Equityholders or their Affiliates, and (iv) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, no Xxxxxx attorney will take any action that could reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Parent or any other indemnitee. Buyer Parent further agrees that, as to all communicationscommunications among Xxxxxx, whether written or electronicthe Company, to the extent related to the Matter, among Skadden, Seller and its Company Subsidiaries, the Transferred FH Companies Stockholders’ Representatives and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, any Equityholder that relate in any way to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller the Stockholders’ Representatives or such Equityholder, as applicable, and may be controlled by Seller the Stockholders’ Representatives or such Equityholder, as applicable, and shall not pass to or be claimed by Buyer or its Subsidiaries Parent, the Company or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Company Subsidiaries. Seller and Buyer agree Parent agrees to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.15. Seller The Equityholders, the Stockholders’ Representatives and Buyer Parent further agree that Skadden Xxxxxx and its respective partners and employees are third party beneficiaries of this Section 5.205.15.

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller has and the Company have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Viewpoint Law Group (“SkaddenViewpoint”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Skadden Viewpoint has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby Transactions and that no other party Party to this Agreement or Person has the status of a client of Skadden Viewpoint for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and Seller or any of its Seller’s Affiliates (including, prior to the Closing, the Transferred FH Companies Company), Viewpoint may represent Seller and their Subsidiariesthe Company (prior to Closing) related to the Matter, Skadden and may represent Seller or any such Affiliate thereof (after the Closing) in such dispute even though the interests of Seller or such any Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing Subsidiaries) Company), and even though Skadden Viewpoint may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, Seller and Buyer Affiliates thereof and/or the Company. Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive(a) waives, on behalf of themselves itself and each of their its Affiliates, any claim they have or may have that Viewpoint has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agrees that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including after the Closing, the Company), on the one hand, and Seller, and/or any Affiliate of Seller, on the other hand, Viewpoint may represent Seller in such dispute even though the interest of Seller may be directly adverse to Purchaser or any of its Affiliates (including after the extent Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to the Mattersuch dispute, or may be handling ongoing matters for Seller. Buyer Xxxxxxxxx further agrees that, as to all communicationscommunications among Viewpoint, whether written or electronic, the Company and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the ClosingTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries or Purchaser. Notwithstanding anything set forth in the Transferred FH Companies foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Purchaser or any of their Closing Subsidiariesits Affiliates (including the Company), but in no event shall on the one hand, and a third party, other than Seller or any of its Affiliates (not including the Company), on the other hand, any of Purchaser, Merger Sub and the Company may assert the attorney-client privilege to prevent disclosure of privileged communications to such third party; provided, however, that Seller may not waive any such privilege to without the extent related to any written Consent of Purchaser or the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Company.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller has the Sellers have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, following the Closing, if a dispute arises between Purchaser or any of its Affiliates (including after the Closing, the Company) and any Seller arising out of or relating to this Agreement, W&C may represent such Seller in such dispute even though the interests of such Seller may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), and even though W&C may have, prior to the Closing, represented the Company in a matter substantially related to such dispute, or may be, following the Closing, handling unrelated ongoing matters for the Sellers, Purchaser, the Company or a Related Subsidiary or their respective Affiliates. Additionally, Purchaser and the Company hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that, as a result of such representation of the Sellers and their Affiliates, W&C has a conflict of interest in connection with, or is otherwise prohibited from engaging in such representation, and (ii) agree that, in the event that a dispute arises after the Closing between Buyer Purchaser or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and the Company, any Related Subsidiary, or any Seller arising out of or relating to this Agreement, then W&C may represent any Seller in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (includingincluding after the Closing, the Company), the Company and even though W&C may have, prior to the Closing, represented the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling unrelated ongoing matters for Buyer Purchaser or a Transferred FH the Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer Parent further agrees that, as to all communicationscommunications between W&C, whether written on the one hand, and any of the Company or electronicany Seller, on the other hand, to the extent related to the Matternegotiation, among Skadden, Seller documentation and its Subsidiaries, consummation of the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller (other than, following the Closing, the Company) and may be controlled by such Seller (other than, following the Closing, the Company) and shall not pass to or be claimed by Buyer or its Subsidiaries or Purchaser or, following the Transferred FH Companies or any of their Closing SubsidiariesClosing, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20Company.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has GP, the Partnership, GP Parent, the Harvest Limited Partners and the Sellers’ Representative have retained Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP (“SkaddenW&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden W&C has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden W&C for conflict of interest or any other purposes as a result thereof. Buyer Parent hereby agrees that, in the event that a dispute arises between Buyer Parent or any of its Affiliates (includingincluding Merger Subs and, after the Closing, the Transferred FH Companies Surviving GP, the Surviving Partnership and their Closing the Partnership Subsidiaries) and Seller GP Parent, any Seller, or any of its their respective Affiliates (includingincluding the Sellers’ Representative and, prior to the Closing, GP, the Transferred FH Companies and their Partnership or the Partnership Subsidiaries) related to the Matter), Skadden W&C may represent GP Parent, any such Seller or any such Affiliate in such dispute even though the interests of GP Parent, such Seller or such Affiliate may be directly adverse to Buyer Parent or any of its Affiliates (includingincluding Merger Subs and, after the Closing, the Transferred FH Companies and their Closing Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) ), and even though Skadden W&C may have represented a Transferred FH Company GP, the Partnership or one of its Closing the Partnership Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Parent, GP, the Partnership or a Transferred FH Company or one of its Closing the Partnership Subsidiaries, and Buyer Parent, GP and the Transferred FH Companies and their Closing Subsidiaries Partnership hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including Merger Subs and, after the Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) and GP Parent, any Seller or the Sellers’ Representative, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (including after the extent Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries), and even though W&C may have represented GP, the Partnership or the Partnership Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the MatterSurviving GP, the Surviving Partnership or the Partnership Subsidiaries. Buyer Parent further agrees that, (i) as to all communicationscommunications between W&C and GP Parent, whether written or electronic, any Seller and/or the Sellers’ Representative that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to GP Parent, such Seller and/or the Sellers’ Representative and may be controlled by GP Parent, such Seller and/or the Sellers’ Representative and shall not pass to or be claimed by Buyer or its Subsidiaries Parent, GP, the Partnership or the Transferred FH Companies or any of their Closing Partnership Subsidiaries, but and (ii) as to all communications between W&C and GP, the Partnership or the Partnership Subsidiaries, or among W&C, GP, the Partnership, the Partnership Subsidiaries, GP Parent, any Seller and/or the Sellers’ Representative, that relate in no event shall Seller waive any such privilege way to the extent related transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any of evidentiary privilege belong to GP Parent, such Seller and/or the Transferred FH Companies Sellers’ Representative and may be controlled by GP Parent, such Seller and/or the Sellers’ Representative and shall not pass to or any one of its Closing be claimed by Parent, GP, the Partnership or the Partnership Subsidiaries. Seller and Buyer agree Parent agrees to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.206.14. Seller and Buyer The parties hereto further agree that Skadden W&C and its respective partners and employees are third party beneficiaries of this Section 5.206.14.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has Sellers have retained Skadden, Arps, Slate, Xxxxxx & Xxxxxx Xxxx Xxxxxxx & Xxxx LLP (“SkaddenAPKS”) and Xxxxx Xxxxxxx Xxxxxxxx & Zomner (“Xxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not neither APKS nor Xxxxx have acted as counsel for any other Person Purchaser in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby hereby, and that no other party or Person to this Agreement has the status of a client of Skadden APKS or Xxxxx for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, either of the Transferred FH Companies and any of their Closing Subsidiariesrespective Affiliates) and Seller Sellers, any unitholder of Sellers or any of its their respective Affiliates (including, prior to the Closing, either of the Transferred FH Companies and their Subsidiaries) related Companies), that relates to the Mattertransactions contemplated by this Agreement, Skadden APKS and/or Xxxxx may represent Seller Sellers, such unitholder or any such Affiliate in such dispute even though the interests of Seller Sellers, such unitholder or such Affiliate may be directly adverse to Buyer Purchaser or any of its Affiliates (including, after the Closing, either of the Transferred FH Companies and their Closing Subsidiaries) Companies), and even though Skadden APKS and/or Xxxxx may have represented a Transferred FH Company or one either of its Closing Subsidiaries the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer any of the Purchaser or a Transferred FH Company or one either of its Closing Subsidiariesthe Companies, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivePurchaser hereby, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Companies), (i) waives any claim they have or may have that APKS and/or Xxxxx has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (ii) agrees that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including either of the Companies) and Sellers, any unitholder of Sellers or their respective Affiliates, APKS and/or Xxxxx may represent any of Sellers, such unitholder and/or such Affiliate in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of their Affiliates (including, after the Closing, either of the Companies), and even though APKS and/or Xxxxx may have represented either of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or either of the Companies. Notwithstanding the foregoing, in no event shall the foregoing waive the obligation of APKS or Xxxxx to comply with applicable Rules of Professional Conduct as it relates to the extent related to protection of current or former client confidential information and the Matterlimitations on the use of such information. Buyer Purchaser further agrees that, as to all communicationscommunications among APKS, whether written or electronicBabst, Sellers, either of the Companies, any unitholder of Sellers and their respective Affiliates that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege relating to the transactions belong to Seller such unitholder, Sellers and/or such Affiliates and may be controlled by Seller such unitholder, Sellers and/or such Affiliates and shall not pass to or be claimed by Buyer or its Subsidiaries or Purchaser or, after the Transferred FH Companies or any of their Closing SubsidiariesClosing, but in no event shall Seller waive any such privilege to the extent related to any either of the Transferred FH Companies or any one of its Closing SubsidiariesCompanies. Seller and Buyer agree Purchaser agrees to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.12. Seller Purchaser and Buyer Sellers further agree that Skadden APKS, Xxxxx and its their respective partners and employees are third third-party beneficiaries of this Section 5.205.12.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller Delta has retained SkaddenXxxxxx & Xxxxxxx LLP, ArpsXxxxxx Xxxx Xxxxxxxxx, SlateXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxxxx and Xxxxx & Xxxx LLP Overy (“SkaddenDelta Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden Delta Counsel has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden Delta Counsel for conflict of interest or any other purposes as a result thereofin connection with such transactions. Buyer Newco hereby agrees that, in the event that a dispute arises between Buyer Newco or any of its Affiliates (including, after the Closing, the Transferred FH DPP Companies and their Closing Subsidiaries) and Seller Delta or any of its Affiliates (including, prior to the Closing, the Transferred FH DPP Companies and their Subsidiaries) related to the Matter), Skadden Delta Counsel may represent Seller Delta or any such Affiliate in such dispute even though the interests of Seller Delta or such Affiliate may be directly adverse to Buyer Newco or any of its Affiliates (including, after the Closing, the Transferred FH DPP Companies and their Closing Subsidiaries) and even though Skadden Delta Counsel may have represented a Transferred FH DPP Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Newco or a Transferred FH DPP Company or one of its Closing Subsidiaries, and Buyer Newco and the Transferred FH DPP Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of Delta or its Affiliates by Skadden to the extent related to the MatterDelta Counsel. Buyer Newco further agrees that, as to all communications, whether written or electronic, to the extent related to the Matteramong Delta Counsel, among Skadden, Seller and its SubsidiariesDelta, the Transferred FH DPP Companies and their Closing respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter and transactions contemplated by this Agreement, that predate the Closing, Closing and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to Seller Delta and may be controlled by Seller Delta and shall not pass to or be claimed by Buyer or its Subsidiaries Newco or the Transferred FH DPP Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller Delta and Buyer Newco agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.207.25(a). Seller Delta and Buyer Newco further agree that Delta Counsel and its respective partners and employees are third party beneficiaries of this Section 7.25(a). (b) Each of the parties hereto (a) acknowledges that JLL Partners, Inc., a Delaware corporation, and certain of its Affiliates have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as counsel to JLL Holdco, Newco and their respective Affiliates in connection with the transactions contemplated hereby, Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby, and 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) acknowledges that after the Closing, Skadden may act as counsel to JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) in connection with matters arising out of or related to this Agreement, the transactions contemplated hereby and the business activities of JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and that Skadden’s prior representation of JLL Holdco, Newco and their respective Affiliates shall not be deemed to be a disabling conflict with respect to such representation. Each of the 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, among Skadden, JLL Holdco, Newco and their respective Affiliates, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement (other than with respect to the Arrangement Agreement), that predate the Closing in the case of communications among Skadden and JLL Holdco and its Affiliates (other than Newco and the GP), and that precede the date hereof in the case of communications among Skadden and Newco and the GP, and that are protected by the attorney-client privilege, the expectation of client confidence or any 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 claimed by JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries). The parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 7.25(b). The parties further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.207.25(b).

Conflicts; Privileges. It is acknowledged by each of the parties hereto that Seller has and the Company have retained Skadden, Arps, Slate, Xxxxxxx Cxxxxxxxx & Xxxx Bxxxxxx LLP (“SkaddenCxxxxxxxx”) and Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP (together with Cxxxxxxxx, the “Legal Counsel”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden has the Legal Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person to this Agreement has the status of a client of Skadden either Legal Counsel for conflict of interest or any other purposes as a result thereof. Buyer Purchaser hereby agrees that, in the event that a dispute arises between Buyer Purchaser or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and Seller or any of its Affiliates Seller’s direct or indirect equityholders (including“Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden each Legal Counsel may represent Seller or any such Affiliate Seller’s Equityholder in such dispute even dispute. Even though the interests of Seller or such Affiliate Seller’s Equityholder may be directly adverse to Buyer Purchaser, the Company or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden such Legal Counsel may have represented a Transferred FH Seller or the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer Purchaser and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the Mattersuch Legal Counsel. Buyer Purchaser further agrees that, as to all communicationscommunications among any Legal Counsel, whether written or electronicSeller, the Company and any of Seller’s Equityholders that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and Seller’s Equityholder and may be controlled by Seller or such Seller’s Equityholder and shall not pass to or be claimed by Buyer or its Subsidiaries Purchaser or the Transferred FH Companies or any of their Closing SubsidiariesCompany. Purchaser agrees to take, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates its Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.208.17.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Company and Seller has have retained Skadden, Arps, Slate, Xxxxxxx Debevoise & Xxxx Xxxxxxxx LLP (“SkaddenDebevoise”) to act as its their counsel in connection with the transactions contemplated hereby by this Agreement and that Skadden has Buyer does not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has have the status of a client of Skadden Debevoise for conflict of interest or any other purposes as a result thereof. Buyer and the Company hereby agrees agree that, in the event that a dispute arises between Buyer or any of its Affiliates (including, including after the Closing, the Transferred FH Companies Company and their Closing any of its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Company or any of its Subsidiaries) related to the Matter), Skadden Debevoise may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, including after the Closing, the Transferred FH Companies and their Closing Company or any of its Subsidiaries) ), and even though Skadden Debevoise may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH any of its Affiliates or the Company or one any of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in, such representation by Skadden representation, (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries) and Seller or its Affiliates, Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including after the extent Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the MatterCompany or any of their respective Affiliates. Buyer and the Company further agrees agree that, as to all communications46 communications among Debevoise, whether written or electronic, the Company and any of its Subsidiaries that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall will not pass to or be claimed by Buyer or its Subsidiaries or Buyer, the Transferred FH Companies Company or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller Buyer and Buyer the Company agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.208.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller has Representative have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx Proskauer Rose LLP (“Skadden”) to act as its their counsel in connection with the transactions contemplated hereby and that Skadden Proskauer Rose LLP has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of Skadden Proskauer Rose LLP for conflict of interest or any other purposes as a result thereof. . (b) The Buyer hereby agrees and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that Proskauer Rose LLP has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including, after including the ClosingCompany) and the Seller Representative, the Transferred FH Companies and their Closing Subsidiaries) and Seller Sellers or any of its Affiliates (includingtheir respective Affiliates, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Proskauer Rose LLP may represent Seller or any such Affiliate party in such dispute even though the interests interest of Seller or any such Affiliate party may be directly adverse to the Buyer or any of its Affiliates (including, after including the Closing, the Transferred FH Companies and their Closing SubsidiariesCompany) and even though Skadden Proskauer Rose LLP may have represented a Transferred FH the Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or a Transferred FH Company or one of its Closing Subsidiariesthe Company. (c) The parties hereto, and Buyer and the Transferred FH Companies for themselves and their Closing Subsidiaries hereby waiverespective Affiliates (including, on behalf of themselves and each of their Affiliatesas applicable, any conflict of interest in connection with such representation by Skadden to the extent related to the Matter. Buyer Company), further agrees agree that, as to all communicationscommunications between or among Proskauer Rose LLP, whether written or electronicthe Sellers, the Seller Representative, and/or the Company that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing SubsidiariesCompany. Accordingly, but in no event the Company shall Seller waive not have access to any such privilege communications or to the extent related files of Proskauer Rose LLP relating to any of such engagement from and after the Transferred FH Companies or any one of its Closing SubsidiariesClosing. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.[Signature page follows]

Conflicts; Privileges. It is acknowledged by each of the parties that Seller DuPont has retained each of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP (“"Skadden”"), Eversheds LLP ("Eversheds"), Potter Axxxxxxx & Cxxxxxx LLP ("Pxxxxx Axxxxxxx") and Cxxxxxx & Mxxxxx LLP ("Cxxxxxx & Mxxxxx") to act as its counsel in connection with the transactions contemplated hereby and that Skadden has Skadden, Eversheds, Potter Axxxxxxx and Cxxxxxx & Mxxxxx have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person has the status of a client of Skadden Skadden, Eversheds, Potter Axxxxxxx or Cxxxxxx & Mxxxxx for conflict of interest or any other purposes as a result thereofin connection with such transactions. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH DPC Companies and their Closing Subsidiaries) and Seller DuPont or any of its Affiliates (including, prior to the Closing, the Transferred FH DPC Companies and their Subsidiaries) related to the Matter), Skadden each of Skadden, Eversheds, Potter Axxxxxxx and Cxxxxxx & Mxxxxx may represent Seller DuPont or any such Affiliate in such dispute even though the interests of Seller DuPont or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH DPC Companies and their Closing Subsidiaries) and even though Skadden Skadden, Eversheds, Potter Axxxxxxx and/or Cxxxxxx & Mxxxxx, as applicable, may have represented a Transferred FH DPC Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH DPC Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH DPC Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Skadden to the extent related to the MatterSkadden, Eversheds, Potter Axxxxxxx and/or Cxxxxxx & Mxxxxx, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its SubsidiariesEversheds, Potter Axxxxxxx, Cxxxxxx & Moring, DuPont, the Transferred FH DPC Companies and their Closing respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter and transactions contemplated by this Agreement, that predate the Closing, Closing and that are protected by the attorney-client privilege, the expectation of client confidence and all or any other rights to any evidentiary privilege privilege, such protections belong to Seller DuPont and may be controlled by Seller DuPont and shall not pass to or be claimed by Buyer or its Subsidiaries or the Transferred FH DPC Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller DuPont and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.23. Seller DuPont and Buyer further agree that Skadden Skadden, Eversheds, Potter Axxxxxxx and its Cxxxxxx & Mxxxxx and their respective partners and employees are third party beneficiaries of this Section 5.205.23.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller Skyview has retained Skadden, Arps, Slate, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxx LLP Xxxxx, P.C. (“SkaddenSYCR”) to act as its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that Skadden SYCR has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby by this Agreement and that no other party or Person Party to this Agreement has the status of a client of Skadden SYCR for conflict of interest or any other purposes as a result thereof. Buyer . (b) Acquiror hereby agrees that, in the event that a dispute arises after the Closing between Buyer Acquiror or any of its Affiliates (includingincluding the Company), after on the Closingone hand, and any of the Sellers, Sellers’ Agent or any of their respective Affiliates (each a “Seller Represented Party” and, collectively, the Transferred FH Companies “Seller Represented Parties”) under or relating to this Agreement, any Transaction Agreement, any transaction contemplated hereby or thereby, and their Closing Subsidiaries) any related matter, such as claims or disputes arising hereunder and thereunder, including with respect to any indemnification claims (“Transaction Matters”), SYCR may represent any Seller Represented Party in such dispute, even though the interests of such Seller Represented Party may be directly adverse to Acquiror or any of its Affiliates (includingincluding the Company), prior and even though SYCR may be handling other ongoing matters for Acquiror and the Company. Acquiror hereby waives, on behalf of itself and each of its Affiliates (including the Company) any claim that it has or may have that SYCR has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations. (c) The parties acknowledge and agree that (a) all communications between SYCR or any other legal counsel, on the one hand, and the Company or any of its representatives, on the other hand, and (b) privileged work product of SYCR or such other counsel generated in connection with representation of the Company, in each case of clauses (a) and (b), made or produced before the consummation of the Closing in connection with any Transaction Matter or any other matter, which immediately before the Closing would be deemed to be an attorney-client privileged communications and would not be subject to compelled disclosure to Acquiror as a result of such communication being an attorney-client privileged communication or otherwise privileged in nature (“Relevant Privileged Materials”), shall continue after the Closing, Closing to be attorney-client privileged communications of the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller Company with SYCR or any such Affiliate other counsel or otherwise privileged in nature, as applicable, and, in no event, shall any Seller Represented Party or any representative of a Seller Represented Party take any action that may waive or otherwise jeopardize the attorney-client privilege or other privilege attaching to the Relevant Privileged Materials. (d) Acquiror shall not seek to admit into evidence any of the Relevant Privileged Materials in connection with any dispute concerning Transaction Matters, including in respect of any indemnification claims, between any Seller Represented Party, on the one hand, and Acquiror, on the other hand, by any process, including on the grounds that the attorney-client privilege or other privilege attaching to such dispute even though the interests of Seller or such Affiliate may be directly adverse Relevant Privileged Materials belongs to Buyer Acquiror or any of its Affiliates (including, after including the Closing, Company). Notwithstanding the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden may have represented a Transferred FH Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiariesforegoing, and Buyer and for the Transferred FH Companies and their Closing Subsidiaries hereby waiveavoidance of doubt, on behalf of themselves and each of their Affiliates, any conflict of interest in connection (i) this Section 8.13(d) shall not be applicable with such representation by Skadden respect to Relevant Privileged Materials to the extent related the same does not concern or otherwise relate to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing SubsidiariesTransaction Matters, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and (ii) this Section 8.13(d) shall not pass to limit any claim for fraud, intentional breach, intentional misrepresentation or be claimed willful misconduct by Buyer or its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing SubsidiariesPerson. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.[SIGNATURE PAGE NEXT]

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller GB Ltd. has retained Skadden, Arps, Slate, each of (i) Xxxxxxx & Xxxx LLP (“SkaddenXxxxxxx Xxxx”) to act and (ii) Gleiss Xxxx, Xxxxxx & Associes and Xxxxxx Xxxx Ltd. (collectively, “Other Counsel”) and that Xxxxxxx Xxxx and such Other Counsel have not acted as its counsel for any other person in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party or Person person has the status of a client of Skadden Xxxxxxx Xxxx and such Other Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesAcquired Companies) and Seller GB Ltd. or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies Acquired Companies) in connection with this Agreement or the transactions contemplated hereby, each of Xxxxxxx Xxxx and their Subsidiaries) related to the Matter, Skadden such Other Counsel may represent Seller GB Ltd. or any such Affiliate in such dispute even though the interests of Seller GB Ltd. or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesAcquired Companies) and even though Skadden Xxxxxxx Xxxx or such Other Counsel, as applicable, may have represented a Transferred FH Company one or one more of its Closing Subsidiaries the Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Acquired Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to the extent related to the MatterXxxxxxx Xxxx or such Other Counsel, as applicable. Buyer further agrees that, as to all legal communications, whether written or electronic, to among Xxxxxxx Xxxx or such Other Counsel, on the extent related to the Matterone hand, among Skadden, Seller and its SubsidiariesGB Ltd., the Transferred FH Acquired Companies and their Closing Subsidiariesrespective subsidiaries, and all fileson the other hand, attorney notesin each case, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the any attorney-client privilegeprivilege with respect thereto, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller GB Ltd. and may be controlled by Seller GB Ltd. and shall not pass to or be claimed by Buyer or its Subsidiaries the Acquired Companies; provided that Buyer, the Acquired Companies and their Affiliates may assert any such attorney-client or the Transferred FH Companies other evidentiary privilege in any litigation not involving GB Ltd. or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing SubsidiariesAffiliates. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller GB Ltd. and Buyer further agree that Skadden Xxxxxxx Xxxx and its such Other Counsel and their respective partners and employees are third party beneficiaries of this Section 5.2011.19.

Conflicts; Privileges. (a) It is acknowledged by each of the parties Party that Seller has retained Skadden, Arps, Slate, Xxxxxxx O’Melveny & Xxxx Xxxxx LLP (“SkaddenOMM”) to act as its counsel to Seller, the Company and the Company’s Subsidiaries in connection with the negotiation, execution and consummation of this Agreement and the transactions contemplated hereby by this Agreement and that Skadden OMM has not acted as counsel for any other Person in connection with the negotiation transactions contemplated by this Agreement and execution of that only Seller, the Transaction Documents (the “Matter”) Company and the transactions contemplated hereby and that no other party or Person has Company’s Subsidiaries have the status of a client clients of Skadden OMM for conflict of interest or any other purposes as a result thereof. . (b) Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their Closing its Subsidiaries) and Seller or any of its Seller’s Affiliates (including, prior to the Closing, the Transferred FH Companies Company and their its Subsidiaries) related to the Matter), Skadden OMM may represent Seller or any such Affiliate in such dispute dispute, even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies Company and their its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Company and its Subsidiaries): (i) any claim that it has or may have that OMM has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations; and (ii) agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including the Company or any of its Subsidiaries) and Seller or any Affiliate of Seller or OMM may represent any such party in such dispute, even though Skadden the interest of any such party may be directly adverse to Buyer or any of its Affiliates (including the Company or any of its Subsidiaries), and even though OMM may have represented a Transferred FH the Company or one any of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Buyer, the Company or one any of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive. (d) Buyer, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, any conflict of interest in connection with such representation by Skadden to after the extent related to Closing, the Matter. Buyer Company and its Subsidiaries) further agrees that, as to all communicationscommunications among OMM, whether written or electronicSeller, the Company and its Subsidiaries that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company or any of its Subsidiaries. (e) Notwithstanding any other provision in this Agreement, prior to the Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates, on the other hand (“Jointly Privileged Information”). From and after the Closing, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. Seller agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has retained Skadden, Arps, Slate, Xxxxxx & Xxxxxx Xxxx Xxxxxxx & Xxxx LLP (“SkaddenXxxxxx & Xxxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) this Agreement and the transactions contemplated hereby (the “Current Representation”), and that no other party or Person has the status of a client of Skadden Xxxxxx & Xxxxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and Xxxxxx & Xxxxxx may represent Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any of their respective Representatives (any such Affiliate Person, a “Designated Person”) in such dispute any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of Seller or such Affiliate Designated Person may be directly adverse to Buyer or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden Xxxxxx & Xxxxxx may have represented a Transferred FH Company or one of its Closing Subsidiaries Buyer in a matter substantially related to such disputematter, or may be handling representing Buyer in ongoing matters for matters. Buyer or hereby waives and agrees not to assert (i) any claim that Xxxxxx & Xxxxxx has a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection any representation described in this Section or (ii) any confidentiality obligation with such representation by Skadden respect to any communication between Xxxxxx & Xxxxxx and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between Xxxxxx & Xxxxxx and any Designated Person that relate in any way to the extent related to the Matter. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and Current Representation that predate the Closing, the are attorney-client privilege, privileged (the expectation of client confidence “Deal Communications”) and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and shall will not pass to or be claimed by Buyer or any of its Subsidiaries Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises between Buyer, on the one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the Transferred FH Companies event that Buyer or any of their Closing Subsidiariesits respective directors, but in no event shall Seller waive any such privilege officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent related legally permissible, (i) reasonably promptly notify the Selling Entities in writing (including by making specific reference to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further 13.16(c)), (ii) agree that Skadden the Selling Entities may seek a protective order and its respective partners (iii) use, at the Selling Entities’ sole cost and employees are third party beneficiaries of this Section 5.20.expense, commercially reasonable efforts to assist therewith.‌

Conflicts; Privileges. (a) It is acknowledged by each of the parties that Seller has the Sellers have retained Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP (“Skadden”"Xxxxx Xxxx") to act as its counsel in connection with the transactions contemplated hereby and that Skadden has not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) this Agreement and the transactions contemplated hereby (the "Current Representation"), and that no other party or Person has the status of a client of Skadden Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees thatthat after the Closing, Xxxxx Xxxx may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a "Designated Person") in any matter involving or arising from the event that a Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute arises or mediation between or among Buyer or any of its Affiliates (includingAffiliates, after the Closingand any Designated Person, the Transferred FH Companies and their Closing Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate Designated Person may be directly adverse to Buyer or any of its Affiliates (includingAffiliates, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden Xxxxx Xxxx may have represented a Transferred FH Company or one of its Closing Subsidiaries Buyer in a matter substantially related to such disputematter, or may be handling representing Buyer in ongoing matters for matters. Buyer or hereby waives and agrees not to assert (1) any claim that Xxxxx Xxxx has a Transferred FH Company or one of its Closing Subsidiaries, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection any representation described in this Section or (2) any confidentiality obligation with such representation by Skadden respect to any communication between Xxxxx Xxxx and any Designated Person occurring during the extent related to the Matter. Current Representation. (b) Buyer further hereby agrees that, that as to all communicationscommunications (whether before, whether written at or electronic, after the Closing) between Xxxxx Xxxx and any Designated Person that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the ClosingCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to Seller Sellers and may be controlled by Seller Sellers and shall not pass to or be claimed by Buyer or any of its Subsidiaries or the Transferred FH Companies representatives and Buyer hereby agrees that it shall not seek to compel disclosure to Buyer or any of their Closing Subsidiaries, but in no event shall Seller waive its Representatives of any such privilege communication that is subject to the extent related to any of the Transferred FH Companies attorney client privilege, or any one of its Closing Subsidiaries. Seller and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20other evidentiary privilege.

Conflicts; Privileges. It is acknowledged by each of the parties Parties hereto that Seller has Seller, the Companies and certain of their Affiliates have retained SkaddenXXX – XXXXXXX, Arps, Slate, Xxxxxxx & Xxxx LLP XXXXXXXX X XXXXXX (“SkaddenXXX”) XXX XXXXXXXXXX XXX (“XXX”) to act as its counsel their counsels in connection with the transactions contemplated hereby and that Skadden has XXX XXX XXX have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party Party to this Agreement or Person has the status of a client of Skadden XXX XXX XXX for conflict of interest or any other purposes as a result thereof. Buyer Buyers hereby agrees agree that, in the event that a dispute arises between Buyer Buyers or any of its their Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompanies) and Seller Seller, or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies and their Subsidiaries) related to the MatterCompanies), Skadden XXX XXX/XX XXX may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer Buyers or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesCompanies) and even though Skadden XXX XXX XXX may have represented a Transferred FH Company or one of its Closing Subsidiaries the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer Buyers or a Transferred FH Company or one of its Closing Subsidiariesthe Companies, and Buyer Buyers and the Transferred FH Companies and their Closing Subsidiaries Company hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that XXX XXX XXX have a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Skadden representation, (b) agree that, in the event that a dispute arises after the Closing between Buyers or any of their Affiliates (including, after the Closing, the Companies) and Seller, XXX XXX/XX XXX may represent any such party in such dispute even though the interest of any such party may be directly adverse to Buyers or any of their Affiliates (including after the extent Closing, the Companies), and even though XXX XXX XXX may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the MatterCompanies. Buyer Buyers further agrees that, (i) as to all communications, whether written or electronic, communications between XXX XXX XXX and Seller that relate in any way to the extent related to the Matter, among Skadden, Seller and its Subsidiaries, the Transferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, to the extent related to the Matter and that predate the Closingtransactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries Buyers or the Transferred FH Companies Companies, and (ii) as to all communications between XXX XXX XXX and the Companies, or any of their Closing Subsidiariesamong XXX XXX XXX, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or and/or Seller, that relate in any one way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of its Closing Subsidiaries. client confidence and all other rights to evidentiary privilege belong to Seller and Buyer may be controlled by Seller and shall not pass to or be claimed by Buyers or the Companies. Buyers agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.2012.11. Seller and Buyer The Parties hereto further agree that Skadden XXX XXX XXX and its respective their partners and employees Employees are third party beneficiaries of this Section 5.2012.11.

Conflicts; Privileges. It is acknowledged by each of the parties that Seller APD has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and any other counsel engaged by APD or any of its Affiliates for purposes of the transactions contemplated by this Agreement (the “Other Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has and the Other Counsel have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden and the Other Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesPMD Companies) and Seller APD or any of its Affiliates (including, prior to the Closing, the Transferred FH Companies PMD Companies), each of Skadden and their Subsidiaries) related to the Matter, Skadden Other Counsel may represent Seller APD or any such Affiliate in such dispute even though the interests of Seller APD or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing SubsidiariesPMD Companies) and even though Skadden and/or the Other Counsel, as applicable, may have represented a Transferred FH PMD Company or one of its Closing Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company or one of its Closing SubsidiariesPMD Company, and Buyer and its Subsidiaries and the Transferred FH PMD Companies and their Closing Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Skadden to and/or the extent related to the MatterOther Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to the extent related to the Matter, among Skadden, Seller the Other Counsel, APD and its Subsidiaries, and the Transferred FH Companies and their Closing SubsidiariesPMD Companies, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller APD and may be controlled by Seller APD and shall not pass to or be claimed by Buyer or and its Subsidiaries or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies or any one of its Closing SubsidiariesPMD Companies. Seller APD and Buyer agree to take and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.209.14. Seller APD and Buyer further agree that Skadden and its the Other Counsel and their respective partners and employees are third party beneficiaries of this Section 5.209.14.

Conflicts; Privileges. It is acknowledged by each of the parties Parties that Seller has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and the firms set forth on Section 5.16(a) of the Seller Disclosure Schedule (collectively, together with Skadden, the “Seller Law Firms”) to act as its counsel in connection with the transactions contemplated hereby and that Skadden has the Seller Law Firms have not acted as counsel for any other Person in connection with the negotiation and execution of the Transaction Documents (the “Matter”) and the transactions contemplated hereby and that no other party or Person has the status of a client of Skadden the Seller Law Firms for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies Subsidiaries and their Closing Subsidiariesthe Transferred Joint Ventures) and Seller or any of its Affiliates (includingAffiliates, prior to each of the Closing, the Transferred FH Companies and their Subsidiaries) related to the Matter, Skadden Seller Law Firms may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Transferred FH Companies and their Closing Subsidiaries) and even though Skadden the Seller Law Firms, as applicable, may have represented a Transferred FH Company the Business or one of its Closing the Transferred Subsidiaries or Transferred Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred FH Company the Business or one of its Closing Subsidiariesthe Transferred Subsidiaries or Transferred Joint Ventures, and Buyer and the Transferred FH Companies and their Closing Subsidiaries hereby waivewaives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Transferred Subsidiaries and the Transferred Joint Ventures), any conflict of interest in connection with such representation by Skadden to the extent related to the MatterSeller Law Firms, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, to among the extent related to Seller Law Firms, Seller, the Matter, among Skadden, Seller and its SubsidiariesBusiness, the Transferred FH Companies Subsidiaries and their Closing Subsidiariesthe Transferred Joint Ventures, and all files, attorney notes, drafts or other documents, that relate in any way to the extent related to the Matter transactions contemplated by this Agreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or its Subsidiaries the Business or the Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the extent related to any of the Transferred FH Companies Subsidiaries or any one of its Closing SubsidiariesTransferred Joint Ventures. Seller and Buyer agree to take take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 5.205.16. Seller and Buyer further agree that Skadden the Seller Law Firms and its their respective partners and employees are third party beneficiaries of this Section 5.205.16.