Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller and certain of its Subsidiaries or Affiliates have retained Xxxxx Day to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of 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 and Seller or any of its Affiliates, 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 the Company) and even though Xxxxx Day may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by Xxxxx Day. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx Day, Seller, the Company, or any Rolling Mill Affiliate, 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 Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller and certain of its Subsidiaries or Affiliates have has retained Xxxxx Day Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day 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 has the status of a client of Xxxxx Day 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 AffiliatesAffiliates (including, Xxxxx Day 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 including, after the CompanyClosing, the Transferred FH Companies and their Closing Subsidiaries) and even though Xxxxx Day Skadden may have represented the Rolling Mill Business or the a Transferred FH Company or any Rolling Mill Affiliate 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 waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx DaySkadden 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 Xxxxx DaySkadden, SellerSeller and its Subsidiaries, the Company, or any Rolling Mill AffiliateTransferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement 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, the Rolling Mill Business Buyer or its Subsidiaries or the Company following Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the Closingextent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller and certain of its Subsidiaries or Affiliates the Sellers have retained Xxxxx Day White & Case LLP (“W&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Xxxxx Day W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party to this Agreement or Person has the status of a client of Xxxxx Day 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 or any of its Affiliates and Seller or any of its Affiliates, 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 Purchaser or any of its Affiliates (including after the Closing, the Company) 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 Xxxxx Day the interest of any such party may have be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), the Company and even though W&C may have, prior to the Closing, represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of themselves and each of its or may be handling unrelated ongoing matters for Purchaser or the Company or their respective Affiliates, any conflict of interest in connection with such representation by Xxxxx Day. Buyer Parent further agrees that, as to all communicationscommunications between W&C, whether written on the one hand, and any of the Company or electronic, among Xxxxx Day, any Seller, on the Companyother hand, or any Rolling Mill Affiliateto the extent related to the negotiation, documentation and all files, attorney notes, drafts or other documents, that relate in any way to consummation of the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerPurchaser or, the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16Company.

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller GB Ltd. has retained each of (i) Xxxxxxx Xxxx LLP (“Xxxxxxx Xxxx”) and certain of its Subsidiaries or Affiliates have retained Xxxxx Day to act as its counsel in connection with the transactions contemplated hereby (ii) Gleiss Xxxx, Xxxxxx & Associes and Xxxxxx Xxxx Ltd. (collectively, “Other Counsel”) and that Xxxxx Day has Xxxxxxx Xxxx and such Other Counsel have not acted as counsel for any other Person person in connection with the transactions contemplated hereby and that no other Party or Person person has the status of a client of Xxxxx Day 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 Acquired Companies) and Seller GB Ltd. or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Acquired Companies) in connection with this Agreement or the transactions contemplated hereby, each of Xxxxxxx Xxxx and 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 including, after the CompanyClosing, the Acquired Companies) and even though Xxxxx Day Xxxxxxx Xxxx or such Other Counsel, as applicable, may have represented one or more of the Rolling Mill Business or the Company or any Rolling Mill Affiliate Acquired Companies in a matter substantially related to such dispute, and Buyer and the Acquired Companies hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx DayXxxxxxx Xxxx or such Other Counsel, as applicable. Buyer further agrees that, as to all legal communications, whether written or electronic, among Xxxxx DayXxxxxxx Xxxx or such Other Counsel, Selleron the one hand, and GB Ltd., the CompanyAcquired Companies and their respective subsidiaries, or any Rolling Mill Affiliateon the other hand, and all files, attorney notes, drafts or other documentsin each case, that relate in any way to the 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 the Acquired Companies; provided that Buyer, the Rolling Mill Business Acquired Companies and their Affiliates may assert any such attorney-client or the Company following the Closingother evidentiary privilege in any litigation not involving GB Ltd. or any of its Affiliates. GB Ltd. and Buyer agrees to take, further agree that Xxxxxxx Xxxx and to cause its such Other Counsel and their respective Affiliates to take, all steps necessary to implement the intent partners and employees are third party beneficiaries of this Section 10.1611.19.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller SEE has retained each of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (“Skadden”) and certain of its Subsidiaries or Affiliates have retained Xxxxx Day each other firm engaged to act as its counsel in connection with the transactions contemplated hereby by this Agreement (“Other Counsel”) and that Xxxxx Day has Skadden and such Other Counsel have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party or Person has the status of a client of Xxxxx Day 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 Diversey Companies and Seller their Subsidiaries) and SEE or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Transferred Diversey Companies and their Subsidiaries), 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 including, after the CompanyClosing, the Transferred Diversey Companies and their Subsidiaries) and even though Xxxxx Day Skadden or such Other Counsel, as applicable, may have represented the Rolling Mill Business or the a Transferred Diversey Company or any Rolling Mill Affiliate one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred Diversey Company or one of its Subsidiaries, and Buyer and the Transferred Diversey Companies and their Subsidiaries hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx DaySkadden or such Other Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx DaySkadden, Sellersuch Other Counsel, SEE, the Company, or any Rolling Mill AffiliateTransferred Diversey Companies and their respective 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 Seller SEE 111 and may be controlled by Seller SEE and shall not pass to or be claimed by Buyer, the Rolling Mill Business Buyer or the Company following the ClosingTransferred Diversey Companies or any of their Subsidiaries. SEE and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.169.14. SEE and Buyer further agree that Skadden and such Other Counsel and their respective partners and employees are third party beneficiaries of this Section 9.14.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller Seller, the Company and certain of its Subsidiaries or their respective Affiliates have retained Xxxxx Day White & Case LLP (“W&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 Xxxxx Day has W&C, CB, and WS have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party to this Agreement or Person has the status of a client of Xxxxx Day 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 Company and Seller the Company Subsidiaries) and Seller, or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Company or the Company Subsidiaries), W&C, CB, and 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 including, after the Company) Closing, the Company or the Company Subsidiaries), and even though Xxxxx Day W&C, CB, or WS may have represented the Rolling Mill Business Company or the Company or any Rolling Mill Affiliate Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or the Company Subsidiaries, Purchaser and Buyer the Company hereby waiveswaive, on behalf of themselves and each of its 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 Xxxxx Dayrepresentation, (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 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 Company or the Company Subsidiaries. Buyer Purchaser further agrees that, (i) as to all communicationscommunications among W&C, whether written or electronicCB, among Xxxxx Day, Seller, the Company, or any Rolling Mill AffiliateWS, and all files, attorney notes, drafts or other documents, Seller that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerPurchaser, the Rolling Mill Business Company or the Company following the Closing. Buyer agrees to takeSubsidiaries, and (ii) as to cause its all communications among W&C, CB, WS, the Company, the Company Subsidiaries, and/or Seller, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company or the Company Subsidiaries. The parties hereto further agree that W&C, CB, WS, and their respective Affiliates to take, all steps necessary to implement the intent partners and employees are third party beneficiaries of this Section 10.166.12.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller GP, the Partnership, GP Parent, the Harvest Limited Partners and certain of its Subsidiaries or Affiliates the Sellers’ Representative have retained Xxxxx Day White & Case LLP (“W&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Xxxxx Day W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party to this Agreement or Person has the status of a client of Xxxxx Day 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 (including Merger Subs and, after the Closing, the Surviving GP, the Surviving Partnership and Seller the Partnership Subsidiaries) and GP Parent, any Seller, or any of its Affiliatestheir respective Affiliates (including the Sellers’ Representative and, Xxxxx Day prior to the Closing, GP, the Partnership or the Partnership Subsidiaries), 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 (including Merger Subs and, after the Company) Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries), and even though Xxxxx Day W&C may have represented GP, the Rolling Mill Business Partnership or the Company or any Rolling Mill Affiliate Partnership Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, GP, the Partnership or the Partnership Subsidiaries, Parent, GP and Buyer the Partnership hereby waiveswaive, on behalf of themselves and each of its 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 Xxxxx Dayrepresentation, (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 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 Surviving 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, among Xxxxx Day, Seller, any Seller and/or the Company, or any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerParent, GP, the Rolling Mill Business Partnership or the Company following Partnership Subsidiaries, and (ii) as to all communications between W&C and GP, the ClosingPartnership 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 any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to 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 Parent, GP, the Partnership or the Partnership Subsidiaries. Buyer Parent agrees to take, and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.166.14. The parties hereto further agree that W&C and its partners and employees are third party beneficiaries of this Section 6.14.

Conflicts; Privileges. It is acknowledged by each of the Parties 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 certain of its Subsidiaries or Affiliates have retained Xxxxx Day Xxxxxxx & Xxxxxx LLP (“Xxxxxxx & Xxxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day has Skadden, Eversheds, Potter Xxxxxxxx and Xxxxxxx & Xxxxxx 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 Xxxxx Day 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 DPC Companies and Seller their Subsidiaries) and DuPont or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Transferred DPC Companies and their Subsidiaries), 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 including, after the CompanyClosing, the Transferred DPC Companies and their Subsidiaries) and even though Xxxxx Day Skadden, Eversheds, Potter Xxxxxxxx and/or Xxxxxxx & Xxxxxx, as applicable, may have represented the Rolling Mill Business or the a Transferred DPC Company or any Rolling Mill Affiliate one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred DPC Company or one of its Subsidiaries, and Buyer and the Transferred DPC Companies and their Subsidiaries hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Xxxxx DaySkadden, Eversheds, Potter Xxxxxxxx and/or Xxxxxxx & Xxxxxx, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx DaySkadden, SellerEversheds, Potter Xxxxxxxx, Xxxxxxx & Moring, DuPont, the Company, or any Rolling Mill AffiliateTransferred DPC Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and 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, the Rolling Mill Business Buyer or the Company following the ClosingTransferred DPC Companies or any of their Subsidiaries. DuPont and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.23. DuPont and Buyer further agree that Skadden, Eversheds, Potter Xxxxxxxx and Xxxxxxx & Xxxxxx and their respective partners and employees are third party beneficiaries of this Section 5.23.

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller and certain of its Subsidiaries or Affiliates the Company have retained Xxxxx Day Viewpoint Law Group (“Viewpoint”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Xxxxx Day Viewpoint has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other Party to this Agreement or Person has the status of a client of Xxxxx Day 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 after the Closing, the Company) and Seller or any of its AffiliatesSeller’s Affiliates (including, Xxxxx Day prior to the Closing, the Company), Viewpoint may represent Seller and the Company (prior to Closing) 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 after the Closing, the Company) ), and even though Xxxxx Day Viewpoint may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Seller and Buyer Affiliates thereof and/or the Company. Purchaser and the Company hereby (a) waives, on behalf of themselves itself and each of 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 Xxxxx Dayrepresentation, (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 Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Seller. Buyer Xxxxxxxxx further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Day, SellerViewpoint, the Company, or any Rolling Mill Affiliate, Company and all files, attorney notes, drafts or other documents, Seller that relate in any way to the transactions contemplated by this Agreement 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, Purchaser. Notwithstanding anything set forth in the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent foregoing provisions of this Section 10.1610.15 to the contrary, if after the Closing a dispute arises between Purchaser or any of its Affiliates (including the Company), 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 such privilege without the written Consent of Purchaser or the Company.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that the Seller and certain of its Subsidiaries or Affiliates the Company have retained Xxxxxxxx & Xxxxx Day LLP (“K&E”) to act as its their counsel in connection with the transactions contemplated hereby and that Xxxxx Day K&E has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person party to this Agreement has the status of a client of Xxxxx Day 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 Company and any of its Subsidiaries) and the Seller or any of its Affiliatesthe Seller’s direct or indirect equityholders (the “Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, Xxxxx Day K&E may represent the Company (prior to the Closing), the 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 Company) Closing), and even though Xxxxx Day K&E may have represented the Rolling Mill Business Seller or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, and Buyer the Purchaser and the Company hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx Day. Buyer K&E. The Purchaser further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Day, SellerK&E, the Company, or any Rolling Mill Affiliate, of the Company’s Subsidiaries and all files, attorney notes, drafts or other documents, any of the Seller’s Equityholders 50 that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 Buyerthe Purchaser, the Rolling Mill Business Company or any of the Company following the ClosingCompany’s Subsidiaries. Buyer The Purchaser agrees to take, and to cause its respective Affiliates Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 10.16.10.17. * * * * * * * 51

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller and certain of its Subsidiaries or Affiliates Sellers have retained Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP (“APKS”) and Xxxxx Day Xxxxxxx Xxxxxxxx & Zomner (“Xxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that neither APKS nor Xxxxx Day has not have acted as counsel for any other Person Purchaser in connection with the transactions contemplated hereby hereby, and that no other Party or Person party to this Agreement has the status of a client of APKS or Xxxxx Day 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 Companies and Seller any of their respective Affiliates) and Sellers, any unitholder of Sellers or any of its Affiliatestheir respective Affiliates (including, prior to the Closing, either of the Companies), that relates to the transactions contemplated by this Agreement, APKS and/or Xxxxx Day 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 including, after the Company) Closing, either of the Companies), and even though APKS and/or Xxxxx Day may have represented either of the Rolling Mill Business or the Company or any Rolling Mill Affiliate Companies in a matter substantially related to such dispute, and Buyer hereby waivesor may be handling ongoing matters for any of the Purchaser or either of the Companies, the Purchaser hereby, on behalf of themselves itself and each of its AffiliatesAffiliates (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 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 Daymay 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. Buyer 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 protection of current or former client confidential information and the limitations on the use of such information. Purchaser further agrees that, as to all communicationscommunications among APKS, whether written or electronicBabst, among Xxxxx DaySellers, Sellereither of the Companies, the Company, or any Rolling Mill Affiliate, unitholder of Sellers and all files, attorney notes, drafts or other documents, their respective Affiliates that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerPurchaser or, the Rolling Mill Business or the Company following after the Closing, either of the Companies. Buyer Purchaser agrees to take, and to cause its respective their Affiliates to take, all steps necessary to implement the intent of this Section 10.165.12. Purchaser and Sellers further agree that APKS, Xxxxx and their respective partners and employees are third-party beneficiaries of this Section 5.12.

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and certain the firms set forth on Section 5.16(a) of its Subsidiaries or Affiliates have retained Xxxxx Day 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 Xxxxx Day has the Seller Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party or Person has the status of a client of Xxxxx Day 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 Subsidiaries and the Transferred Joint Ventures) and Seller or any of its Affiliates, Xxxxx Day each of the 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 the Company) and even though Xxxxx Day the Seller Law Firms, as applicable, may have represented the Rolling Mill Business or one of the Company Transferred Subsidiaries or any Rolling Mill Affiliate Transferred Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or the Business or one of the Transferred Subsidiaries or Transferred Joint Ventures, and Buyer hereby waives, on behalf of themselves itself and each of its AffiliatesAffiliates (including, after the Closing, the Transferred Subsidiaries and the Transferred Joint Ventures), any conflict of interest in connection with such representation by Xxxxx Daythe Seller Law Firms, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx Daythe Seller Law Firms, Seller, the CompanyBusiness, or any Rolling Mill Affiliatethe Transferred Subsidiaries and the Transferred Joint Ventures, 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 Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, Buyer or the Rolling Mill Business or any of the Company following the ClosingTransferred Subsidiaries or Transferred Joint Ventures. Seller and Buyer agrees agree to take, and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.16. Seller and Buyer further agree that the Seller Law Firms and their respective partners and employees are third party beneficiaries of this Section 5.16.

Conflicts; Privileges. (a) It is acknowledged by each of the Parties parties that Seller Descartes has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), Potter Xxxxxxxx & Xxxxxxx LLP (“Potter Xxxxxxxx”) and certain the firms set forth on Section 5.22(a) of its Subsidiaries or Affiliates have retained Xxxxx Day 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 Xxxxx Day has the Descartes Law Firms have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party or Person has the status of a client of Xxxxx Day 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 and Seller Descartes or any of its Affiliates, Xxxxx Day 1414958.12A-NYCSR03A - MSW each of the 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 the Company) and even though Xxxxx Day the Descartes Law Firms, as applicable, may have represented the Rolling Mill Ag Business or the Company or any Rolling Mill Affiliate one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Fermat or the Ag Business or one of its Subsidiaries, and Buyer Fermat and the Ag Business and its Subsidiaries hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx Daythe Descartes Law Firms, as applicable. Buyer Fermat further agrees that, as to all communications, whether written or electronic, among Xxxxx Daythe Descartes Law Firms, SellerDescartes, the Company, or any Rolling Mill AffiliateAg 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 Seller Descartes and may be controlled by Seller Descartes and shall not pass to or be claimed by Buyer, Fermat or the Rolling Mill Ag Business or the Company following the Closingany of its Subsidiaries. Buyer agrees Descartes and Fermat agree to take, and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.22. Descartes and Fermat further agree that the Descartes 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 parties that Seller TDY and ATI and certain of its Subsidiaries or Affiliates have retained Xxxxx Day K&L Gates LLP to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day K&L Gates LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of Xxxxx Day K&L Gates LLP for conflict 72 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 and Seller ATI or any of its Affiliates, Xxxxx Day 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 the Companyany Transferred Subsidiary) and even though Xxxxx Day K&L Gates LLP may have represented the Rolling Mill Tungsten Materials Business or the Company or any Rolling Mill Affiliate a Transferred Subsidiary in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by Xxxxx DayK&L Gates LLP. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx DayK&L Gates, SellerATI, TDY and the Company, or any Rolling Mill AffiliateTransferred 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 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, Buyer or the Rolling Mill Tungsten Materials Business or the Company any of Transferred Subsidiaries following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.169.10.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller APD has retained each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and certain any other counsel engaged by APD or any of its Subsidiaries or Affiliates have retained Xxxxx Day 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 Xxxxx Day has Skadden and the Other Counsel have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party or Person has the status of a client of Xxxxx Day 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 PMD Companies) and Seller APD or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Transferred PMD Companies), each of Skadden and the 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 including, after the CompanyClosing, the Transferred PMD Companies) and even though Xxxxx Day Skadden and/or the Other Counsel, as applicable, may have represented the Rolling Mill Business or the a Transferred PMD Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred PMD Company, and Buyer and its Subsidiaries and the Transferred PMD Companies hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx DaySkadden and/or the Other Counsel, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx Day, SellerSkadden, the CompanyOther Counsel, or any Rolling Mill AffiliateAPD and its Subsidiaries, and the Transferred PMD Companies, 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 Seller APD and may be controlled by Seller APD and shall not pass to or be claimed by Buyer, the Rolling Mill Business Buyer and its Subsidiaries or the Company following the ClosingTransferred PMD Companies. APD and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary 105 to implement the intent of this Section 10.169.14. APD and Buyer further agree that Skadden and the Other Counsel and their respective partners and employees are third party beneficiaries of this Section 9.14.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller and certain of its Subsidiaries or Affiliates have the Company has retained Xxxxx Day Milbank to act as its counsel to the Company and the Sellers in connection with the transactions contemplated hereby Transactions and that Xxxxx Day Milbank has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other Party or Person party to this Agreement has the status of a client of Xxxxx Day Milbank for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (including, after the Closing, the Company), on the one hand, and any Seller or any of its Affiliatestheir Affiliates (including the Shareholders’ Representative, Xxxxx Day on their behalf and, prior to the Closing, the Company), on the other hand, Milbank may represent such Seller or any such Affiliate (including the Shareholders’ Representative) in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including including, after the Closing, the Company) ), and even though Xxxxx Day Milbank may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company, Buyer and Buyer the Company hereby waives(i) waive, on behalf of themselves and each of its their Affiliates, any claim they have or may have that Milbank has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Xxxxx Dayrepresentation, (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) on the one hand and any Seller or the Shareholders’ Representative on the other hand, Milbank may represent any such party in such dispute even though the interest of such party may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Milbank may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company. Buyer further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Day, SellerMilbank, the Company, or any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, Seller and/or the Shareholders’ Representative that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Shareholders’ Representative and may be controlled by such Seller and/or the Shareholders’ Representative and shall not pass to or be claimed by BuyerBuyer or the Company. Notwithstanding the foregoing, the Rolling Mill Business if a dispute arises between Buyer or the Company following and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communication by Milbank to such third party. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.166.14. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Milbank and its respective partners and employees are third-party beneficiaries of this Section 6.14.

Conflicts; Privileges. (a) It is acknowledged by each of the Parties parties that Seller Delta has retained Xxxxxx & Xxxxxxx LLP, Xxxxxx Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, and certain of its Subsidiaries or Affiliates have retained Xxxxx Day & Overy (“Delta Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day Delta Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party or Person has the status of a client of Xxxxx Day 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 DPP Companies and Seller their Subsidiaries) and Delta or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Transferred DPP Companies and their Subsidiaries), 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 including, after the CompanyClosing, the Transferred DPP Companies and their Subsidiaries) and even though Xxxxx Day Delta Counsel may have represented the Rolling Mill Business or the a Transferred DPP Company or any Rolling Mill Affiliate one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Newco or a Transferred DPP Company or one of its Subsidiaries, and Buyer Newco and the Transferred DPP Companies and their Subsidiaries hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation of Delta or its Affiliates by Xxxxx DayDelta Counsel. Buyer Newco further agrees that, as to all communications, whether written or electronic, among Xxxxx DayDelta Counsel, SellerDelta, the Company, or any Rolling Mill AffiliateTransferred DPP Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and 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, the Rolling Mill Business Newco or the Company following the ClosingTransferred DPP Companies or any of their Subsidiaries. Buyer agrees Delta and Newco agree to take, and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.167.25(a). Delta and Newco further agree that Delta Counsel and its respective partners and employees are third party beneficiaries of this Section 7.25(a).

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller and certain of its Subsidiaries or Affiliates the Company have retained Xxxxx Day Cxxxxxxxx & Bxxxxxx LLP (“Cxxxxxxxx”) 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 Xxxxx Day has the Legal Counsel have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person party to this Agreement has the status of a client of Xxxxx Day 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 Company) and Seller or any of Seller’s direct or indirect equityholders (“Seller’s Equityholders”) under this Agreement or the transactions contemplated hereby, each Legal Counsel may represent Seller or such Seller’s Equityholder in such dispute. Even though the interests of such Seller’s Equityholder may be directly adverse to Purchaser, the Company or any of its Affiliates, 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 the Company) and even though Xxxxx Day such Legal Counsel may have represented the Rolling Mill Business Seller or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, Purchaser and Buyer the Company hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx Daysuch Legal Counsel. Buyer Purchaser further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Dayany Legal Counsel, Seller, the Company, or Company and any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, of Seller’s Equityholders that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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, the Rolling Mill Business Purchaser or the Company following the ClosingCompany. Buyer Purchaser agrees to take, and to cause its respective Affiliates Subsidiaries to take, all steps reasonably necessary and within its control to implement the intent of this Section 10.168.17.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller and certain of its Subsidiaries or Affiliates have has retained Xxxxx Day Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day 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 has the status of a client of Xxxxx Day 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 AffiliatesAffiliates (including, Xxxxx Day 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 including, after the CompanyClosing, the Transferred FH Companies and their Closing Subsidiaries) and even though Xxxxx Day Skadden may have represented the Rolling Mill Business or the a Transferred FH Company or any Rolling Mill Affiliate 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 waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation by Xxxxx DaySkadden 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 Xxxxx DaySkadden, SellerSeller and its Subsidiaries, the Company, or any Rolling Mill AffiliateTransferred FH Companies and their Closing Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement 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, the Rolling Mill Business Buyer or its Subsidiaries or the Company following Transferred FH Companies or any of their Closing Subsidiaries, but in no event shall Seller waive any such privilege to the Closingextent related to any of the Transferred FH Companies or any one of its Closing Subsidiaries. Seller and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16.5.20. Seller and Buyer further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 5.20. Section 5.21

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller and certain of its Subsidiaries or Affiliates have retained Xxxxx Day to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of Xxxxx Day 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 (including Merger Sub and, after the Closing, the Surviving Corporation and Seller the Company Subsidiaries) and the Stockholders’ Representatives, any Equityholders or any of its Affiliatestheir Affiliates (including, Xxxxx Day prior to the Closing, the Company or any Company Subsidiary), Xxxxxx Xxxxxx & Xxxxxxx LLP (“Xxxxxx”) 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 (including Merger Sub and, after the Company) Closing, the Surviving Corporation or the Company Subsidiaries), and even though Xxxxx Day Xxxxxx may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate 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 Buyer Parent and the Company hereby waiveswaive, on behalf of themselves and each of its 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; 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 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 by Xxxxx Dayof 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 communications, whether written or electronic, communications among Xxxxx Day, SellerXxxxxx, the Company, or the Company Subsidiaries, the Stockholders’ Representatives and any Rolling Mill Affiliate, and all files, attorney notes, drafts or other documents, Equityholder that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerParent, the Rolling Mill Business Company or the Company following the ClosingSubsidiaries. Buyer Parent agrees to take, and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.15. The Equityholders, the Stockholders’ Representatives and Parent further agree that Xxxxxx and its partners and employees are third party beneficiaries of this Section 5.15.

Conflicts; Privileges. It is acknowledged by each of the Parties hereto that Seller Seller, the Companies and certain of its Subsidiaries or their Affiliates have retained Xxxxx Day XXX – XXXXXXX, XXXXXXXX X XXXXXX (“XXX”) XXX XXXXXXXXXX XXX (“XXX”) to act as its counsel their counsels in connection with the transactions contemplated hereby and that Xxxxx Day has XXX XXX XXX have not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party to this Agreement or Person has the status of a client of Xxxxx Day 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 their Affiliates (including, after the Closing, the Companies) and Seller, or any of its Affiliates and Seller or any of its Affiliates(including, Xxxxx Day prior to the Closing, the Companies), 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 including, after the CompanyClosing, the Companies) and even though Xxxxx Day XXX XXX XXX may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the Companies, Buyers and Buyer the Company hereby waiveswaive, on behalf of themselves and each of its 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 Xxxxx Dayrepresentation, (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 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 Companies. Buyer Buyers further agrees that, (i) as to all communications, whether written or electronic, among Xxxxx Day, Seller, the Company, or any Rolling Mill Affiliate, communications between XXX XXX XXX and all files, attorney notes, drafts or other documents, Seller that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, 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 BuyerBuyers or the Companies, and (ii) as to all communications between XXX XXX XXX and the Companies, or among XXX XXX XXX, any of the Companies and/or Seller, that relate in any way to the transactions contemplated by this Agreement, the Rolling Mill Business attorney-client privilege, the expectation of client confidence and all other rights to evidentiary privilege belong to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyers or the Company following the ClosingCompanies. Buyer agrees Buyers agree to take, and to cause its respective their Affiliates to take, all steps necessary to implement the intent of this Section 10.1612.11. The Parties hereto further agree that XXX XXX XXX and their partners and Employees are third party beneficiaries of this Section 12.11.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller MIC, Seller, the Company and certain of its Subsidiaries or their respective Affiliates have retained Xxxxx Day White & Case LLP (“W&C”) to act as its their counsel in connection with the transactions contemplated hereby and that Xxxxx Day W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party to this Agreement or Person has the status of a client of Xxxxx Day 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 Company and Seller the Company Subsidiaries) and MIC, Seller, or any of its Affiliatestheir respective Affiliates (for the avoidance of doubt, Xxxxx Day excluding the Company or the Company Subsidiaries) arising out of or relating to this Agreement, 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 including, after the Company) Closing, the Company or the Company Subsidiaries), and even though Xxxxx Day though, prior to the Closing, W&C may have represented the Rolling Mill Business Company or the Company or any Rolling Mill Affiliate Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing unrelated matters for Purchaser, the Company or the Company Subsidiaries, Purchaser and Buyer the Company hereby waiveswaive, on behalf of themselves and each of its 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 Xxxxx Day. Buyer further agrees representation, (b) agree that, as to all communications, whether written or electronic, among Xxxxx Day, Seller, in the Company, event that a dispute arises after the Closing between Purchaser or any Rolling Mill Affiliateof its Affiliates (including, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement 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, the Rolling Mill Business Company or the Company following Subsidiaries) and MIC, Seller or any of their 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. Buyer agrees to take, the Company or the Company Subsidiaries), and even though, prior to cause its respective Affiliates the Closing, W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to takesuch dispute, or may be handling ongoing unrelated matters for Purchaser, the Company or the Company Subsidiaries. Purchaser further agrees that (i) as to all steps necessary to implement the intent of this Section 10.16.communications between W&C 94

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller CECity and certain of its Subsidiaries or Affiliates the Shareholders have retained Xxxx Xxxxx Day LLP and Xxxxx Xxxxx LLP to act as its counsel in connection with the transactions contemplated hereby and that neither Xxxx Xxxxx Day LLP nor Xxxxx Xxxxx LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of Xxxx Xxxxx Day 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 and Seller CECity or any the Shareholders, either or both of its Affiliates, Xxxx Xxxxx Day LLP and 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 the Company) and even though Xxxxx Day may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such disputeAffiliates, and Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by Xxxx Xxxxx DayLLP or Xxxxx Xxxxx LLP. Buyer further agrees that, as to all communications, whether written or electronic, among one or more of Xxxx Xxxxx DayLLP, SellerXxxxx Xxxxx LLP, CECity (prior to the Company, or any Rolling Mill AffiliateClosing) and the Shareholders, 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 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, the Rolling Mill Business Buyer or the Company Business following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.1610.10.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller TDY and ATI and certain of its Subsidiaries or Affiliates have retained Xxxxx Day K&L Gates LLP to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day K&L Gates LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party or Person has the status of a client of Xxxxx Day 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 and Seller ATI or any of its Affiliates, Xxxxx Day 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 the Companyany Transferred Subsidiary) and even though Xxxxx Day K&L Gates LLP may have represented the Rolling Mill Tungsten Materials Business or the Company or any Rolling Mill Affiliate a Transferred Subsidiary in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by Xxxxx DayK&L Gates LLP. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx DayK&L Gates, SellerATI, TDY and the Company, or any Rolling Mill AffiliateTransferred 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 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, Buyer or the Rolling Mill Tungsten Materials Business or the Company any of Transferred Subsidiaries following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.169.10.

Conflicts; Privileges. It is acknowledged by each of the Parties parties hereto that Seller the Company and certain of its Subsidiaries or Affiliates the Securityholder Representative have retained Xxxxx Day Xxxxxx Xxxxxx Xxxxxxxx LLP (“KMR”) to act as its their counsel in connection with the transactions contemplated hereby and that Xxxxx Day KMR has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other Party party to this Agreement or Person has the status of a client of Xxxxx Day KMR 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 (including, after the Closing, the Surviving Corporation and Seller or any of its Affiliates) and the Securityholder Representative or any Key Securityholder, Xxxxx Day KMR may represent Seller the Securityholder Representative or any such Affiliate Key Securityholder in such dispute even though the interests of Seller the Securityholder Representative or such Affiliate Key Securityholder may be directly adverse to Buyer Parent or any of its Affiliates (including including, after the Company) Closing, the Surviving Corporation), and even though Xxxxx Day KMR may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate Surviving Corporation in a matter substantially related to such dispute, and Buyer Parent (i) hereby waives, on behalf of themselves itself and the Surviving Corporation and each of its Affiliates, any claim they have or may have that KMR has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation by Xxxxx Dayrepresentation, and (ii) agrees that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the Surviving Corporation) and the Securityholder Representative or any Key Securityholder, KMR may represent the Securityholder Representative or such Key Securityholder in such dispute even though the interest of the Securityholder Representative or such Key Securityholder may be directly adverse to Parent or any of its Affiliates (including, after the Closing, the Surviving Corporation) and even though KMR may have represented the Surviving Corporation in a matter substantially related to such dispute. Buyer Parent further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Day, SellerKMR, the CompanySurviving Corporation, the Key Securityholders and the Securityholder Representative or any Rolling Mill Affiliate, and all files, attorney notes, drafts of their Affiliates or other documents, representatives that relate in any way to the transactions contemplated by this Agreement and that predate the ClosingAgreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Seller the Securityholder Representative and may be controlled by Seller the Securityholder Representative and shall not pass to or be claimed by BuyerParent or the Surviving Corporation. The Securityholder Representative, the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, Surviving Corporation and to cause Parent further agree that KMR and its respective Affiliates to take, all steps necessary to implement the intent partners and employees are third-party beneficiaries of this Section 10.169.21.

Conflicts; Privileges. It is acknowledged by each of the Parties parties that Seller DuPont has retained each of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP ("Skadden"), Eversheds LLP ("Eversheds"), Potter Axxxxxxx & Cxxxxxx LLP ("Pxxxxx Axxxxxxx") and certain of its Subsidiaries or Affiliates have retained Xxxxx Day Cxxxxxx & Mxxxxx LLP ("Cxxxxxx & Mxxxxx") to act as its counsel in connection with the transactions contemplated hereby and that Xxxxx Day has Skadden, Eversheds, Potter Axxxxxxx and Cxxxxxx & Mxxxxx 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 Xxxxx Day 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 DPC Companies and Seller their Subsidiaries) and DuPont or any of its AffiliatesAffiliates (including, Xxxxx Day prior to the Closing, the Transferred DPC Companies and their Subsidiaries), 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 including, after the CompanyClosing, the Transferred DPC Companies and their Subsidiaries) and even though Xxxxx Day Skadden, Eversheds, Potter Axxxxxxx and/or Cxxxxxx & Mxxxxx, as applicable, may have represented the Rolling Mill Business or the a Transferred DPC Company or any Rolling Mill Affiliate one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or a Transferred DPC Company or one of its Subsidiaries, and Buyer and the Transferred DPC Companies and their Subsidiaries hereby waiveswaive, on behalf of themselves and each of its their Affiliates, any conflict of interest in connection with such representation of DuPont or its Affiliates by Xxxxx DaySkadden, Eversheds, Potter Axxxxxxx and/or Cxxxxxx & Mxxxxx, as applicable. Buyer further agrees that, as to all communications, whether written or electronic, among Xxxxx DaySkadden, SellerEversheds, Potter Axxxxxxx, Cxxxxxx & Moring, DuPont, the Company, or any Rolling Mill AffiliateTransferred DPC Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement and 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, the Rolling Mill Business Buyer or the Company following the ClosingTransferred DPC Companies or any of their Subsidiaries. DuPont and Buyer agrees agree to take, take and to cause its their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.165.23. DuPont and Buyer further agree that Skadden, Eversheds, Potter Axxxxxxx and Cxxxxxx & Mxxxxx and their respective partners and employees are third party beneficiaries of this Section 5.23.

Conflicts; Privileges. It is acknowledged by each of the Parties that Seller and certain of its Subsidiaries or Affiliates the Company have retained Xxxxx Day Viewpoint Law Group (“Viewpoint”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that Xxxxx Day Viewpoint has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other Party to this Agreement or Person has the status of a client of Xxxxx Day 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 after the Closing, the Company) and Seller or any of its AffiliatesSeller’s Affiliates (including, Xxxxx Day prior to the Closing, the Company), Viewpoint may represent Seller and the Company (prior to Closing) 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 after the Closing, the Company) ), and even though Xxxxx Day Viewpoint may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Seller and Buyer Affiliates thereof and/or the Company. Purchaser and the Company hereby (a) waives, on behalf of themselves itself and each of 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 Xxxxx Dayrepresentation, (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 Closing, the Company), and even though Viewpoint may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Seller. Buyer Xxxxxxxxx further agrees that, as to all communications, whether written or electronic, communications among Xxxxx Day, SellerViewpoint, the Company, or any Rolling Mill Affiliate, Company and all files, attorney notes, drafts or other documents, Seller that relate in any way to the transactions contemplated by this Agreement 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, Purchaser. Notwithstanding anything set forth in the Rolling Mill Business or the Company following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent foregoing provisions of this Section 10.1610.15 to the contrary, if after the Closing a dispute arises between Purchaser or any of its Affiliates (including the Company), 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 such privilege without the written Consent of Purchaser or the Company.