Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representative, on the one hand, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shall, in the case of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communication. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.

Conflicts; Privileges. (a) Buyer waives and will not assertIt is acknowledged by each of the parties that the Sellers, and agrees to cause its the Guarantor, their Subsidiaries (including, after for the Closingavoidance of doubt, the Purchased SubsidiariesSLP Subsidiary) and their respective Affiliates have retained King and Spalding LLP to waive act as their counsel in connection with this Agreement, the Ancillary Agreements and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby herein and therein (the “Current Seller Representation”) ), and listed in Section 7.07 that no other party to this Agreement has the status of the Disclosure Schedule (the “Designated Representatives”)a client of King and Spalding LLP for conflict of interest or any other purposes as a result thereof. (b) It is The Buyer and the intent Sellers hereby agree that after the Closing, King and Spalding LLP may represent any Seller, the Guarantor, any of their Subsidiaries (including, for the avoidance of doubt, the SLP Subsidiary) or any of their respective Affiliates or any officer, director, manager, employee, shareholder, partner or member of any Seller, the Guarantor, any of their Subsidiaries (including, for the avoidance of doubt, the SLP Subsidiary) or any of their respective Affiliates (any such Person, a “Designated Seller and Buyer that all rights to Person”) in any evidentiary privilegematter involving or arising from the Current Seller Representation, including any attorney-clientinterpretation or application of this Agreement or any other Ancillary Agreement, work product and including for the avoidance of doubt any Action between or federally authorized tax practitioner privilegeamong the Buyer, the SLP Subsidiary, any of their respective Affiliates, and any Designated Seller Person, even though the interests of such Designated Seller Person may be directly adverse to the Buyer, the SLP Subsidiary or any of their respective Affiliates, and even though King and Spalding LLP may have represented Buyer, the SLP Subsidiary or any of their respective Affiliates in a substantially related matter, or may be representing the Buyer, the SLP Subsidiary or any of their respective Affiliates in ongoing matters. (c) The Sellers, Buyer, the SLP Subsidiary and their respective Affiliates hereby waive and agree not to assert (i) any claim that King and Spalding LLP has a conflict of interest in any representation described in Section 11.21(b) and (ii) any confidentiality obligation with respect to any communication between King and Spalding LLP and any Designated RepresentativeSeller Person occurring during the Current Seller Representation to the extent such communication is required to be disclosed in connection with an Action related to the Current Seller Representation. (d) The Buyer, on the one handSLP Subsidiary and their respective Affiliates hereby agree that as to all communications (whether before or at the Closing) between King and Spalding LLP and any Designated Seller Person that relate in any way to the Current Seller Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and Sellerthe protections afforded to information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Seller Person and may be controlled by such Designated Seller Person and shall not pass to or be claimed by the Buyer, the SLP Subsidiary or any of their respective Affiliates. Without limiting the foregoing, notwithstanding any policy of the Buyer, the SLP Subsidiary or any of their respective Affiliates or any agreement between the SLP Subsidiary and any Designated Seller Person or any representative of any Designated Seller Person or the SLP Subsidiary, whether established or entered into before, at or after the Closing, neither the Buyer nor the SLP Subsidiary may review or use for any purpose any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence unless such attorney-client privilege has been waived by the Designated Seller Person, either expressly or by operation of law. (e) The Buyer and the SLP Subsidiary further agree that King and Spalding LLP and its partners and employees are third-party beneficiaries of this Section 11.21. (f) It is acknowledged by each of the parties that the Buyer entities have retained Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated herein and therein (the “Current Buyer Representation”), and that no other party to this Agreement has the status of a client of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. for conflict of interest or any other purposes as a result thereof. (g) The Buyer and the Sellers hereby agree that after the Closing, Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. may represent any Buyer entity or any of their respective Affiliates or any officer, director, manager, employee, shareholder, partner or member thereof (any such Person, a “Designated Buyer Person”) in any matter involving or arising from the Current Buyer Representation, including any interpretation or application of this Agreement or any other Ancillary Agreement, and including for the avoidance of doubt any Action between or among the Buyer, the SLP Subsidiary, any Subsidiary of Seller (including their respective Affiliates, and any Purchased Subsidiary) Designated Buyer Person, even though the interests of such Designated Buyer Person may be directly adverse to the Sellers or any shareholderof their respective Affiliates, officerand even though Xxxxxxxx, employee or director of Seller Xxxxxxxx & Xxxxxx, P.A. may have represented Sellers or any of their respective Affiliates in a substantially related matter, or may be representing the Sellers or any of their respective Affiliates in ongoing matters. (h) The Sellers, Buyer and the SLP Subsidiary of Seller, on the other hand, relating and their respective Affiliates hereby waive and agree not to assert (i) the Current Representation or any claim that Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. has a conflict of interest in any representation described in Section 11.21(g) and (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shall, in the case of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege confidentiality obligation with respect to any communication between Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. and any Designated Buyer Person occurring during the Current Buyer Representation to the extent such communicationcommunication is required to be disclosed in connection with an Action related to the Current Buyer Representation. (ci) Seller The Sellers and their Affiliates hereby agree that as to all communications (whether before or at the Closing) between Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. and any Designated Buyer agree Person that relate in any way to takethe Current Buyer Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and the protections afforded to cause information relating to representation of a client under applicable rules of professional conduct, belong to such Designated Buyer Person and may be controlled by such Designated Buyer Person and shall not pass to or be claimed by the Sellers or any of their respective Affiliates. Without limiting the foregoing, the Sellers and their Affiliates to takemay not review or use for any purpose any communication or information (whether written, all steps reasonably necessary to implement oral, electronic or in any other medium) described in the intent previous sentence unless such attorney-client privilege has been waived by the Designated Buyer Person, either expressly or by operation of law. (j) The Sellers further agree that Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. and its partners and employees are third-party beneficiaries of this Section 7.0711.21. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Conflicts; Privileges. (a) Buyer waives It is acknowledged by each of the parties that the Endo Companies have retained Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) and will not assert, and agrees to cause its Subsidiaries A&L Goodbody LLP (including, after the Closing, the Purchased Subsidiaries“ALG”) to waive act as its counsel in connection with this Agreement and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby hereby (the “Current Representation”) ), and listed in Section 7.07 that no other party has the status of a client of Skadden or ALG for conflict of interest or any other purposes as a result thereof. Buyers hereby agree that after the Disclosure Schedule Closing, Skadden and ALG may represent the Endo Companies or any of their Affiliates or any of their respective shareholders, partners, members or representatives (the any such Person, a “Designated RepresentativesPerson”). (b) It is in any matter involving or arising from the intent of Seller and Buyer that all rights to any evidentiary privilegeCurrent Representation, including any attorney-clientinterpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, work product and including for the avoidance of doubt any litigation, arbitration, dispute or federally authorized tax practitioner privilegemediation between or among Buyers or any of their Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyers or any of their Affiliates, and even though Skadden and/or ALG may have represented Buyers in a substantially related matter, or may be representing Buyers in ongoing matters. Buyers hereby waive and agree not to assert (1) any claim that Skadden and/or ALG has a conflict of interest in any representation described in this Section 9.25(a) or (2) any confidentiality obligation with respect to any communication between Skadden and/or ALG and any Designated RepresentativePerson occurring during the Current Representation. (b) Buyers hereby agree that as to all communications (whether before, on at or after the one handClosing) between Skadden and/or ALG and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, protections afforded to information relating to (i) representation of a client under applicable rules of professional conduct, the Current Representation belong to Sellers and may be controlled by the Endo Companies and shall not pass to or (ii) be claimed by Buyers or any Excluded Asset, Excluded Liability of their representatives and Buyers hereby agree that they shall not seek to compel disclosure to Buyers or Retained Subsidiary shall, in the case any of each their Representatives of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communicationcommunication that is subject to attorney client privilege, or any other evidentiary privilege. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries It is acknowledged by each of the parties that Seller has retained Xxxxx Xxxx & Xxxxxxxx LLP (including, after the Closing, the Purchased Subsidiaries“Xxxxx Xxxx”) to waive act as its counsel in connection with this Agreement and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby hereby (the “Current Representation”) ), and listed in Section 7.07 that no other party has the status of a client of Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Disclosure Schedule Closing, Xxxxx Xxxx may represent Seller or any of its Affiliates or any of their respective Representatives (the any such Person, a “Designated RepresentativesPerson”). (b) It is in any matter involving or arising from the intent of Seller and Buyer that all rights to any evidentiary privilegeCurrent Representation, including any attorney-clientinterpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, work product and including for the avoidance of doubt any Proceeding between or federally authorized tax practitioner privilegeamong Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) any claim that Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (ii) any confidentiality obligation with respect to any communication between Xxxxx Xxxx and any Designated RepresentativePerson occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between Xxxxx Xxxx and any Designated Person that directly relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary 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 will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises between Buyer, on the one hand, and Seller, a third party other than any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of SellerSelling Entity, on the other hand, relating 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 (i) which such consent shall not be unreasonably withheld, conditioned or delayed). In the Current Representation event that Buyer or (ii) any Excluded Assetof its respective directors, Excluded Liability officers, employees or Retained Subsidiary 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 legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including by making specific reference to this Section 14.15(c)), (y) agree that the case of each of clauses (i) Selling Entities may seek a protective order and (ii)z) use, be retained by Seller. Accordinglyat the Selling Entities’ sole cost and expense, Buyer waives and will not assert, and agrees commercially reasonable efforts to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communicationassist therewith. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries It is acknowledged by each of the parties that the Sellers have retained Xxxxx Xxxx & Xxxxxxxx LLP (including, after the Closing, the Purchased Subsidiaries“Xxxxx Xxxx“) to waive act as its counsel in connection with this Agreement and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby hereby (the “Current Representation”) “), and listed in Section 7.07 that no other party has the status of a client of Xxxxx Xxxx for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that after the Disclosure Schedule Closing, Xxxxx Xxxx may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (the any such Person, a “Designated Representatives”). (bPerson“) It is in any matter involving or arising from the intent of Seller and Buyer that all rights to any evidentiary privilegeCurrent Representation, including any attorney-clientinterpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, work product and including for the avoidance of doubt any litigation, arbitration, dispute or federally authorized tax practitioner privilegemediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though Xxxxx Xxxx may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim that Xxxxx Xxxx has a conflict of interest in any representation described in this Section or (2) any confidentiality obligation with respect to any communication between Xxxxx Xxxx and any Designated RepresentativePerson occurring during the Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, on at or after the one handClosing) between Xxxxx Xxxx and any Designated Person that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other evidentiary privilege, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, protections afforded to information relating to (i) representation of a client under applicable rules of professional conduct, the Current Representation belong to Sellers and may be controlled by Sellers and shall not pass to or (ii) be claimed by Buyer or any Excluded Asset, Excluded Liability of its representatives and Buyer hereby agrees that it shall not seek to compel disclosure to Buyer or Retained Subsidiary shall, in the case any of each its Representatives of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communicationcommunication that is subject to attorney client privilege, or any other evidentiary privilege. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries) Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary of its Subsidiaries or any shareholder, officer, employee or director of Seller or any Retained Subsidiary of its Subsidiaries in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary Seller or any Purchased Subsidiary of its Subsidiaries in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representativelegal counsel or other Person, on the one hand, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary of Seller shall, in the case of each of clauses (i) and (ii), be retained by Seller, but that otherwise all such privileges, to the extent permitted by Applicable Law, shall be transferred to Buyer at Closing as part of the Business. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communicationcommunication as to which such privilege is retained by Seller under this paragraph. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.077.05.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries It is acknowledged by each of the Parties that Seller has retained Xxxxx Xxxx & Xxxxxxxx LLP (including, after the Closing, the Purchased Subsidiaries“Xxxxx Xxxx”) to waive act as its counsel in connection with this Agreement and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby hereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”)., (b) It is Buyer hereby agrees that all communications (whether before, at or after the intent of Seller Closing) between Xxxxx Xxxx and Buyer any Designated Person that relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, including 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 will not pass to or be claimed by Buyer or any attorney-client, work product of its Representatives and Xxxxx hereby agrees that it will not seek to compel disclosure to Buyer or federally authorized tax practitioner any of its Representatives of any such communication that is subject to attorney client privilege, with respect to or any communication other evidentiary privilege. (c) Notwithstanding the foregoing, in the event that a dispute arises between any Designated RepresentativeBuyer, on the one hand, and Seller, a Third Party other than any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of SellerSelling Entity, on the other hand, relating 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 (i) which such consent shall not be unreasonably withheld, conditioned or delayed). In the Current Representation event that Buyer or (ii) any Excluded Assetof its respective directors, Excluded Liability officers, employees, or Retained Subsidiary 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 legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including by making specific reference to this Section 13.15(c)), (y) agree that the case of each of clauses (i) Selling Entities may seek a protective Order and (ii)z) use, be retained by Seller. Accordinglyat the Selling Entities’ sole cost and expense, Buyer waives and will not assert, and agrees reasonable best efforts to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communicationassist therewith. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.07.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representativelegal counsel or other Person, on the one hand, and Seller, any Subsidiary of Seller (including any Purchased Subsidiary) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shall, in the case of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communication. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.077.09.

Conflicts; Privileges. It is acknowledged by each of the parties hereto that the Company and the Securityholder Representative have retained Xxxxxx Xxxxxx Xxxxxxxx LLP (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries“KMR”) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal act as their counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or transactions contemplated hereby and that KMR has not acted as counsel for any other Person in connection with the transactions contemplated thereby (hereby and that no other party to this Agreement or Person has the “Current Representation”) and listed in Section 7.07 status of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent a client of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representative, on the one hand, and Seller, any Subsidiary KMR for conflict of Seller (including any Purchased Subsidiary) interest or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shallpurposes as a result thereof. Parent hereby agrees that, in the case event that a dispute arises between Parent or any of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased SubsidiariesSurviving Corporation and any of its Affiliates) and the Securityholder Representative or any Key Securityholder, KMR may represent the Securityholder Representative or any Key Securityholder in such dispute even though the interests of the Securityholder Representative or such Key Securityholder may be directly adverse to waive Parent or any of its Affiliates (including, after the Closing, the Surviving Corporation), and not even though KMR may have represented the Surviving Corporation in a matter substantially related to assertsuch dispute, including Parent (i) hereby waives, on behalf of 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, 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 with Sellereven 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. Parent further agrees that, as to all communications among KMR, the Surviving Corporation, the Key Securityholders and the Securityholder Representative or any of their Affiliates or representatives 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 any evidentiary privilege with respect belong to any such communication. (c) Seller the Securityholder Representative and Buyer may be controlled by the Securityholder Representative and shall not pass to or be claimed by Parent or the Surviving Corporation. The Securityholder Representative, the Surviving Corporation and Parent further agree to take, that KMR and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent its partners and employees are third-party beneficiaries of this Section 7.079.21.

Conflicts; Privileges. It is acknowledged by each of the parties that the Companies and the Sellers have retained Xxxxx Xxxxxx LLP (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries (including, after the Closing, the Purchased Subsidiaries“DM”) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal act as their United States counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary in connection with the Transaction Documents or transactions contemplated hereby and that DM has not acted as counsel for any other Person in connection with the transactions contemplated thereby (hereby and that no other party or Person has the “Current Representation”) and listed in Section 7.07 status of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent a client of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representative, on the one hand, and Seller, any Subsidiary DM for conflict of Seller (including any Purchased Subsidiary) interest or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shallpurposes as a result thereof. Each Purchaser hereby agrees that, in the case event that a dispute arises between such Purchaser or any of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, any Company or Company Subsidiary) and any Seller or any of their respective Affiliates (including, prior to the Purchased SubsidiariesClosing, any Company or Company Subsidiary), DM 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 such Purchaser or any of its Affiliates (including, after the Closing, any Company or Company Subsidiary), and even though DM may have represented any Company or Company Subsidiary in a matter substantially related to such dispute, and such Purchaser and each Company hereby waive, on behalf of themselves and each of their Affiliates, (i) to waive and not to assert, including any claim they have or may have that DM 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 such Purchaser or any of its Affiliates (including, after the Closing, any Company or Company Subsidiary) and any Seller or any of their respective Affiliates, DM may represent any such party if retained in such dispute with Sellereven though the interest of any such party may be directly adverse to such Purchaser or any of its Affiliates (including, after the Closing, any Company or Company Subsidiary); provided, that DM shall not represent such party without the prior written consent of such Purchaser (such consent not to be unreasonably withheld, delayed, or conditioned) if DM has represented any Company or Company Subsidiary in a matter substantially related to such dispute. Each Purchaser further agrees that, as to all communications among DM, any Company or Company Subsidiary and any Seller or any of their Affiliates 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 any evidentiary privilege with respect belong to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by such Purchaser or any such communication. (c) Seller and Buyer agree Company or Company Subsidiary. Each Purchaser agrees to take, and to cause their respective its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.077.13. The Sellers, each Company and the Purchasers further agree that DM is a third-party beneficiary of this Section 7.13.

Conflicts; Privileges. (a) Buyer waives and will not assert, and agrees to cause its Subsidiaries Affiliates (including, after the Closing, the Purchased SubsidiariesNew Sub, if it is formed) to waive and not to assert, any conflict of interest arising out of or relating to the representation after the Closing of Seller, any Retained Subsidiary or any shareholder, officer, employee or director of Seller or any Retained Subsidiary in any matter involving any Transaction Document or the transactions contemplated thereby, by any legal counsel or accountant currently representing Seller, any Retained Subsidiary or any Purchased Subsidiary New Sub, if it is formed, in connection with the Transaction Documents or the transactions contemplated thereby (the “Current Representation”) and listed in Section 7.07 of the Disclosure Schedule (the “Designated Representatives”). (b) It is the intent of Seller and Buyer that all rights to any evidentiary privilege, including any attorney-client, work product or federally authorized tax practitioner privilege, with respect to any communication between any Designated Representativelegal counsel or other Person, on the one hand, and Seller, any Subsidiary of Seller (including any Purchased SubsidiaryNew Sub, if it is formed) or any shareholder, officer, employee or director of Seller or any Subsidiary of Seller, on the other hand, relating to (i) the Current Representation or (ii) any Excluded Asset, Excluded Liability or Retained Subsidiary shall, in the case of each of clauses (i) and (ii), be retained by Seller. Accordingly, Buyer waives and will not assert, and agrees to cause its Affiliates (including, after the Closing, the Purchased SubsidiariesNew Sub, if it is formed) to waive and not to assert, including in connection with any dispute with Seller, any evidentiary privilege with respect to any such communication. (c) Seller and Buyer agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 7.077.09.