Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. It is acknowledged and agreed by each of the parties that the Company has retained Xxxxx Xxxxxx LLP (“DM”) to act as its counsel in connection with this Agreement, the Transaction Documents and the Acquisition and that DM has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition and that no other party or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including, after the Closing, the Company) and Members or any of their Affiliates (including, prior to the Closing, the Company), DM may represent Members or any such Affiliate in such dispute even though the interests of Members or such Affiliate may be directly adverse to the Parent or any of its Affiliates (including, after the Closing, the Company), and even though DM may have represented the Company in a matter substantially related to such dispute, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (a) 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, and (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the Company) and the Company or Members or any of their Affiliates, DM may represent any such party if retained 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 Company) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among DM, the Company and the Sellers or any of their Affiliates that relate in any way to the Acquisition, the attorney client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members and may be controlled by the Members and shall not pass to or be claimed by Parent or the Company (or the Surviving Corporation). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company and Parent further agree that DM is an expressly intended third-party beneficiary of this Section 5.8.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has retained Xxxxx Xxxxxx LLP (“DM”) Osler to act as its counsel to the Company and the Sellers in connection with this Agreement, the Transaction Documents and the Acquisition Transactions and that DM Osler has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition Transactions and that no other party or Person in connection with to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM Osler for conflict of interest or any other purposes as a result thereof. Parent Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) ), on the one hand, and Members any Seller or any of their Affiliates (includingincluding the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), DM on the other hand, Osler may represent Members such Seller or any such Affiliate (including the Shareholders’ Representative) in such dispute even though the interests of Members such Seller or such Affiliate may be directly adverse to the Parent Buyer or any of its Affiliates (including, after the Closing, the Company), and even though DM Osler may have represented the Company in a matter substantially related to such dispute, and Parent or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby (i) waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that DM Osler has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) on the one hand and any Seller or the Company or Members or any of their AffiliatesShareholders’ Representative on the other hand, DM Osler may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent Buyer or any of its Affiliates (including, after the Closing, the Company) or the Company ), and even though DM Osler 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 among DMOsler, the Company and Company, any Seller and/or the Sellers or any of their Affiliates Shareholders’ Representative that relate in any way to the AcquisitionTransactions, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Members Shareholders’ Representative and may be controlled by such Seller and/or the Members Shareholders’ Representative and shall not pass to or be claimed by Parent Buyer or the Company. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company (or and a third party other than a party to this Agreement after the Surviving Corporation)Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communication by Osler to such third party. Parent Buyer agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.86.12. MembersThe Sellers, Buyer, the Company and Parent the Shareholders’ Representative further agree that DM is an expressly intended Osler and its respective partners and employees are third-party beneficiary beneficiaries of this Section 5.86.12.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties Contracting Parties that the Company has and its Affiliates have retained Xxxxx Xxxxxx White & Case LLP (“DMW&C”) to act as its their counsel in connection with this Agreement, the Transaction Documents and the Acquisition transactions contemplated hereby and that DM W&C has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition transactions contemplated hereby and that no other party Contracting Party to this Agreement or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM W&C hereunder for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including, after the Closing, the Company) Surviving Corporation and Members or the Company Subsidiaries and any of their Affiliates (includingAffiliates) and any member of the Pre-Closing Shareholder Group arising out of or relating to this Agreement, prior to the Closing, the Company), DM W&C may represent Members or any such Affiliate member of the Pre-Closing Shareholder Group in such dispute even though the interests of Members or such Affiliate member of the Pre-Closing Shareholder Group may be directly adverse to the Parent or any of its Affiliates (including, after the Closing, the CompanySurviving Corporation or any Company Subsidiary), and even though DM W&C may have have, prior to the Closing, represented the Company, a Company Subsidiary or their Affiliates in a matter substantially related to such dispute, and or may be, following the Closing, handling unrelated ongoing matters for the Shareholders, Parent, the Company, a Company Subsidiary or their respective Affiliates. Additionally, Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (ai) any claim they have or may have that DM W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the CompanyCompany or any Company Subsidiary) and the Company, the Company or Members Subsidiaries or any member of their Affiliatesthe Pre-Closing Shareholder Group arising out of or relating to this Agreement, DM then W&C may represent any such party if retained member of the Pre-Closing Shareholder Group 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 Company) Company or any Company Subsidiary), the Company or any Company Subsidiary and even though DM W&C may have have, prior to the Closing, represented the Company or any Company Subsidiary in a matter substantially related to such dispute, or may be handling unrelated ongoing matters for Parent, the Company, a Company Subsidiary or their respective Affiliates. Buyer Parent further agrees that, as to all communications among DMW&C, on the one hand, and any of the Company, the Company and Subsidiaries, the Sellers Shareholders’ Representative or any member of their Affiliates the Pre-Closing Shareholder Group, on the other hand, that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such member of the Members Pre-Closing Shareholder Group and may be controlled by such member of the Members Pre-Closing Shareholder Group and shall not pass to or be claimed by Parent or Parent, or, following the Company (or Closing, the Surviving Corporation)Corporation or any Company Subsidiary. Parent agrees to take, and to cause its Affiliates (including, after the Closing, the Surviving Corporation or any Company Subsidiary) to take, all steps reasonably necessary to implement the intent of this Section 5.85.11. Members, the Company and Parent The Contracting Parties further agree that DM is an expressly intended third-W&C and its partners and employees are third party beneficiary beneficiaries of this Section 5.85.11.

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties Parties that the Company has retained Xxxxx Xxxxxx & Xxxxxxxxx LLP (“DMBakerHostetler”) to act as its counsel in connection with the negotiation and execution of this Agreement, the Transaction Documents Agreement and the Acquisition transactions contemplated by this Agreement and that DM BakerHostetler has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, the Transaction Documents or the Acquisition Agreement and that no other party or Person in connection with Party to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM BakerHostetler for conflict of interest or any other purposes as a result thereof. . (b) Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including, after the ClosingEffective Time, the Company) and Members Surviving Entity or any of their its Subsidiaries) and any Company Member or any of its Affiliates (including, prior to the ClosingEffective Time, the CompanyCompany or any of its Subsidiaries), DM BakerHostetler may represent Members the Company Member or any such Affiliate in such dispute dispute, even though the interests of Members the Company Member or such Affiliate may be directly adverse to the Parent or any of its Affiliates (including, after the ClosingEffective Time, the CompanySurviving Entity or any of its Subsidiaries), and even though DM BakerHostetler may have represented the Company or a Subsidiary in a matter manner substantially related to such dispute, and or may be handling ongoing matters for Parent, the Surviving Entity or any of its Subsidiaries. (c) Parent and the Company hereby waivewaives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Effective Time, the Surviving Entity and its Subsidiaries): (ai) any claim they have that it has or may have that DM BakerHostetler has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representation, representations; and (bii) agree agrees that, in the event that a dispute arises after the Closing Effective Time between Parent or any of its Affiliates (including, after including the Closing, the Company) and the Company or Members Surviving Entity or any of their its Subsidiaries) and any Company Member or any of its Affiliates, DM BakerHostetler may represent any such party if retained in such dispute dispute, even though the interest of any such party may be directly adverse to Parent or any of its Affiliates (includingincluding the Surviving Entity or any of its Subsidiaries), after the Closing, the Company) or the Company and even though DM BakerHostetler may have represented the Company or a Subsidiary of the Company in a matter substantially related to such dispute. Buyer , or may be handling ongoing matters for Parent, the Surviving Entity or any of its Subsidiaries. (d) Parent, on behalf of itself and each of its Affiliates (including, after the Effective Time, the Surviving Entity and its Subsidiaries) further agrees that, as to all communications among DMBakerHostetler, the Company and its Subsidiaries made in connection with the Sellers negotiation, preparation, execution, delivery and closing under, or any of their Affiliates that relate dispute arising in any way to connection with, this Agreement or the Acquisitiontransactions contemplated by this Agreement (“Privileged Information”), the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Company and may be controlled by the Members Member Representative and shall not pass to or be claimed by Parent or the Company (or Parent, the Surviving Corporation)Entity or any of its Subsidiaries. (e) Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Member Representative shall be permitted to remove or redact from the Company, its Subsidiaries and their respective Affiliates any portion (and only such portion) of any email, document and other records containing Privileged Information. Parent The Member Representative agrees that any email, document and other record temporarily removed for analysis to take, and determine the presence of Privileged Information pursuant to cause its Affiliates to take, all steps reasonably necessary to implement the intent first sentence of this Section 5.8. Members, 12.18(e) shall be returned to the Company and Parent further agree or its Subsidiaries promptly following the completion of such review if it is determined by the Member Representative that DM is an expressly intended third-party beneficiary of this Section 5.8such email, document or other record does not contain Privileged Information.

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties Parties that the Company Cannavative has retained Xxxxx Xxxxxx LLP (“DM”) the Cannavative Counsel to act as its counsel in connection with the negotiation and execution of this Agreement, the Transaction Documents Agreement and the Acquisition transactions contemplated by this Agreement and that DM Cannavative Counsel has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, the Transaction Documents or the Acquisition Agreement and that no other party or Person in connection with Party to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM Cannavative Counsel for conflict of interest or any other purposes as a result thereof. Parent . (b) Vencanna hereby agrees that, in the event that a dispute arises between Parent Vencanna or any of its Affiliates (including, after the ClosingClosing Time, the CompanyCannavative) and Members any Seller or any of their its Affiliates (including, prior to the ClosingClosing Time, Cannavative), the Company), DM Cannavative Counsel may represent Members the Seller or any such Affiliate in such dispute dispute, even though the interests of Members the Seller or such Affiliate may be directly adverse to the Parent Vencanna or any of its Affiliates (including, after the ClosingClosing Time, the CompanyCannavative), and even though DM the Cannavative Counsel may have represented the Company Cannavative in a matter manner substantially related to such dispute, and Parent and the Company or may be handling ongoing matters for Vencanna or Cannavative. (c) Vencanna hereby waivewaives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing Time, Cannavative): (ai) any claim they have that it has or may have that DM Cannavative Counsel has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representation, representations; and (bii) agree agrees that, in the event that a dispute arises after the Closing Time between Parent Vencanna or any of its Affiliates (including, after the Closing, the Companyincluding Cannavative) and the Company or Members any Seller or any of their its Affiliates, DM Cannavative Counsel may represent any such party if retained in such dispute dispute, even though the interest of any such party may be directly adverse to Parent Vencanna or any of its Affiliates (including Cannavative), and even though Cannavative Counsel may have represented Cannavative in a matter substantially related to such dispute, or may be handling ongoing matters for Vencanna or Cannavative. (d) Xxxxxxxx, on behalf of itself and each of its Affiliates (including, after the ClosingClosing Time, the CompanyCannavative) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among DMbetween Cannavative Counsel and Cannavative made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement or the transactions contemplated by this Agreement, the Company and the Sellers or any of their Affiliates that relate in any way to the Acquisition, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Cannavative and may be controlled by the Members Sellers' Representative and shall not pass to or be claimed by Parent Xxxxxxxx or the Company (or the Surviving Corporation). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company and Parent further agree that DM is an expressly intended third-party beneficiary of this Section 5.8Cannavative.

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties Parties that the Company has retained Xxxx Xxxxx Xxxxxx LLP (“DMRS”) to act as its counsel in connection with the negotiation and execution of this Agreement, the Transaction Documents Agreement and the Acquisition Transactions. RS may have represented and may currently represent certain of the other Parties (including the Participating Holders) in matters other than the negotiation and execution of this Agreement and the Transactions. In the course of such representation, RS may have come into possession of confidential information relating to one or more of such Parties. Each of the Parties acknowledges that DM RS is representing only the Company in the negotiation and execution of this Agreement and the Transactions. Pursuant to the Rules of Professional Conduct of the State Bar of California, an attorney must avoid representations in which the attorney has not acted or had a relationship with another party interested in the representation without the informed consent of all parties affected. Each of the Parties hereby waives any actual or potential conflict of interest which may arise as counsel for a result of RS’s representation of such Parties in other matters, RS’s possession of such confidential information and the engagement of RS by the Company (to the exclusion of any and all other Person Parties) in connection with the negotiation and execution of this Agreement, Agreement and the Transaction Documents or Transactions. Each of the Acquisition and Parties represents that no other party or Person in connection such Party has had the opportunity to consult with independent counsel concerning the giving of this Agreement, the Transaction Documents or the Acquisition has the status of a client of DM for conflict of interest or any other purposes as a result thereof. Parent waiver. (b) Purchaser hereby agrees that, in the event that a dispute arises after the Closing between Parent Purchaser or any of its Affiliates (including after the Closing, the Surviving Corporation) and any Participating Holder or any of its Affiliates (including, prior to the Effective Time, the Company), that relates directly to the Transactions, RS may represent the Participating Holder or any such Affiliate in such dispute, even though the interests of the Participating Holder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, the Company) Surviving Corporation), and Members even though RS may be handling ongoing matters for Purchaser or any of their its Affiliates; provided, however that, in connection with such representation, RS does not use confidential information regarding Purchaser or its Affiliates, breach any attorney-client privilege owed to Purchaser or its Affiliates or use any information of Purchaser or its Affiliates that is otherwise protected by the attorney-client privilege between Purchaser or (includingc) Purchaser, prior to the Closing, the Company), DM may represent Members or any such Affiliate in such dispute even though the interests on behalf of Members or such Affiliate may be directly adverse to the Parent or any itself and each of its Affiliates (including, after the Closing, the Company), and even though DM may have represented the Company in a matter substantially related to such dispute, and Parent and the Company hereby waive, on behalf of themselves and each of their Affiliates, (aSurviving Corporation) 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, and (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the Closing, the Company) and the Company or Members or any of their Affiliates, DM may represent any such party if retained 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 Company) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among DMRS and the Company that relate directly to the negotiation and execution of this Agreement and the Transactions, the Company and the Sellers or any of their Affiliates that relate in any way to the Acquisition, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Company and may be controlled by the Members Stockholders’ Representative and shall not pass to or be claimed by Parent or the Company (Purchaser or the Surviving Corporation to the extent of any claims among them after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates (including the Surviving Corporation) and any Person who is not a Party or an Affiliate thereof after the Closing, then the Surviving Corporation may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications between RS and the Company prior to the Closing; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholders’ Representative. With respect to all communications that relate to matters other than the negotiation and execution of this Agreement and the Transactions, the attorney-client privilege, expectation of client confidence, and all other rights to any evidentiary privilege shall pass to the Surviving Corporation. (d) Notwithstanding anything to the contrary in this Agreement, prior to the Closing, the Stockholders’ Representative shall be permitted to remove from the Company and its respective Affiliates any email, document and other records containing attorney-client privileged information relating to the negotiation and execution of this Agreement and the Transactions where the attorney-client privileged information relating to the Transactions is held jointly between one or more of the Company, on the one hand, and any Participating Holder or any of its Affiliates, on the other hand (“Jointly Privileged Information”). Parent agrees to takeFrom and after the Closing, Purchaser shall cause the Surviving Corporation and to cause its Affiliates to takeprovide the Stockholders’ Representative copies (including electronic, all steps reasonably necessary digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to implement the intent Closing. The Stockholders’ Representative agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 5.8. Membersclause (d) shall be returned to the Surviving Corporation promptly following the completion of such review if it is determined by the Stockholders’ Representative that such email, the Company and Parent further agree that DM is an expressly intended third-party beneficiary of this Section 5.8document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (1) It is acknowledged and agreed by each of the parties Parties that the Company has retained Xxxxx Xxxxxx LLP (“DM”) the Company's Counsel to act as its counsel in connection with the negotiation and execution of this Agreement, the Transaction Documents Agreement and the Acquisition transactions contemplated by this Agreement and that DM Company's Counsel has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, the Transaction Documents or the Acquisition Agreement and that no other party or Person in connection with Party to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM Company's Counsel for conflict of interest or any other purposes as a result thereof. Parent . (2) GABY hereby agrees that, in the event that a dispute arises between Parent GABY or any of its Affiliates (including, after the ClosingClosing Time, the Company) and Members any Vendor or any of their its Affiliates (including, prior to the ClosingClosing Time, the Company), DM the Company's Counsel may represent Members the Vendor or any such Affiliate in such dispute dispute, even though the interests of Members the Vendor or such Affiliate may be directly adverse to the Parent GABY or any of its Affiliates (including, after the ClosingClosing Time, the Company), and even though DM the Company's Counsel may have represented the Company in a manner substantially related to such dispute, or may be handling ongoing matters for GABY or the Company. (3) GABY hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing Time, the Company): (i) any claim that it has or may have that the Company's Counsel has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations; and (ii) agrees that, in the event that a dispute arises after the Closing Time between GABY or any of its Affiliates (including the Company) and any Vendor or any of its Affiliates, the Company's Counsel may represent any such party in such dispute, even though the interest of any such party may be directly adverse to GABY or any of its Affiliates (including the Company), and even though the Company's Counsel may have represented the Company in a matter substantially related to such dispute, and Parent and or may be handling ongoing matters for GABY or the Company hereby waiveCompany. (4) GABY, on behalf of themselves itself and each of their Affiliates, (a) 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, and (b) agree that, in the event that a dispute arises after the Closing between Parent or any of its Affiliates (including, after the ClosingClosing Time, the Company) and the Company or Members or any of their Affiliates, DM may represent any such party if retained 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 Company) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among DMbetween the Company's Counsel and the Company made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement or the transactions contemplated by this Agreement, the Company and the Sellers or any of their Affiliates that relate in any way to the Acquisition, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Company and may be controlled by the Members Vendors' Representative and shall not pass to or be claimed by Parent XXXX or the Company (or the Surviving Corporation). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company and Parent further agree that DM is an expressly intended third-party beneficiary of this Section 5.8Company.

Conflicts; Privileges. It is acknowledged and agreed by each of the parties hereto that the Company has retained Xxxxx Xxxxxx LLP (“DM”) Milbank to act as its counsel to the Company and the Sellers in connection with this Agreement, the Transaction Documents and the Acquisition Transactions and that DM Milbank has not acted as counsel for any other Person in connection with this Agreement, the Transaction Documents or the Acquisition Transactions and that no other party or Person in connection with to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM Milbank for conflict of interest or any other purposes as a result thereof. Parent Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) ), on the one hand, and Members any Seller or any of their Affiliates (includingincluding the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), DM on the other hand, Milbank may represent Members such Seller or any such Affiliate (including the Shareholders’ Representative) in such dispute even though the interests of Members such Seller or such Affiliate may be directly adverse to the Parent Buyer or any of its Affiliates (including, after the Closing, the Company), and even though DM Milbank may have represented the Company in a matter substantially related to such dispute, and Parent or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby (i) waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that DM Milbank has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, and (bii) agree that, in the event that a dispute arises after the Closing between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) on the one hand and any Seller or the Company or Members or any of their AffiliatesShareholders’ Representative on the other hand, DM Milbank may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to Parent Buyer or any of its Affiliates (including, after the Closing, the Company) or the Company ), and even though DM 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 among DMMilbank, the Company and Company, any Seller and/or the Sellers or any of their Affiliates Shareholders’ Representative that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Members Shareholders’ Representative and may be controlled by such Seller and/or the Members Shareholders’ Representative and shall not pass to or be claimed by Parent Buyer or the Company. Notwithstanding the foregoing, if a dispute arises between Buyer or the Company (or and a third party other than a party to this Agreement after the Surviving Corporation)Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communication by Milbank to such third party. Parent Buyer agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.86.14. MembersThe Sellers, Buyer, the Company and Parent the Shareholders’ Representative further agree that DM is an expressly intended Milbank and its respective partners and employees are third-party beneficiary beneficiaries of this Section 5.86.14.

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties Parties that the Company Seller has retained Xxxxx SYCR and Xxxxxx LLP (“DMCooley”) to act as its counsel in connection with the negotiation and execution of this Agreement, the Transaction Documents Agreement and the Acquisition transactions contemplated by this Agreement and that DM none of SYCR or Cooley has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement, the Transaction Documents or the Acquisition Agreement and that no other party or Person in connection with Party to this Agreement, the Transaction Documents or the Acquisition Agreement has the status of a client of DM SYCR or Cooley for conflict of interest or any other purposes as a result thereof. Parent . (b) Buyer hereby agrees that, in the event that a dispute arises between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) and Members Company or any of their its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the CompanyCompany or any of its Subsidiaries), DM SYCR or Cooley may represent Members Seller or any such Affiliate in such dispute dispute, even though the interests of Members Seller or such Affiliate may be directly adverse to the Parent Buyer or any of its Affiliates (including, after the Closing, the CompanyCompany or any of its Subsidiaries), and even though DM SYCR or Cooley may have represented the Company or a Subsidiary of the Company in a matter manner substantially related to such dispute, and Parent and or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (c) Buyer hereby waivewaives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Company and its Subsidiaries): (ai) any claim they have that it has or may have that DM SYCR or Cooley has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representation, representations; and (bii) agree agrees that, in the event that a dispute arises after the Closing between Parent Buyer or any of its Affiliates (including, after the Closing, the Company) and including the Company or Members any of its Subsidiaries) and Seller or any Affiliate of their AffiliatesSeller, DM SYCR or Cooley may represent any such party if retained in such dispute dispute, even though the interest of any such party may be directly adverse to Parent Buyer or any of its Affiliates (including the Company or any of its Subsidiaries), and even though SYCR or Cooley may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Company) or the Company and even though DM may have represented the Company in a matter substantially related to such dispute. Buyer its Subsidiaries) further agrees that, as to all communications among DMSYCR, Cooley, Seller, the Company and the Sellers or any of their Affiliates its Subsidiaries that relate in any way to the Acquisitiontransactions contemplated by this Agreement, the attorney attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Members Seller and may be controlled by the Members Seller and shall not pass to or be claimed by Parent or the Company (or the Surviving Corporation). Parent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. MembersBuyer, the Company and Parent further agree that DM is an expressly intended third-party beneficiary or any of this Section 5.8its Subsidiaries.