Common use of Conflicts Waiver Clause in Contracts

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have retained the counsel set forth on Schedule 9.8(a) (“Historical DuPont Counsel”) to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereof. MatCo hereby agrees on behalf of itself and each member of its Group that, in the event that a dispute arises between or among (x) any member of the MatCo Group, any MatCo Indemnitee or any of their respective Affiliates, on one hand, and (y) any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont Counsel may represent any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a).

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and DuPont have retained Xxxxx Lovells International LLP, Xxxxx Lovells US LLP and their affiliated businesses (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, and SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group, and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)7.10, and may seek to enforce, without limitation, this Section 7.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, DLA Piper LLP, Xxxxx Day LLP, Proskauer Rose LLP and DuPont have retained Xxxxx Xxxxx LLP (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont : (a) any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such disputedispute at or prior to the Distribution, or may be handling ongoing matters for a Person described in clause (x)) as of the Distribution Date that continue following the Distribution, and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, (b) SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and (c) SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group, and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)7.10, and may seek to enforce, without limitation, this Section 7.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein, that DowDuPont each of bluebird and DuPont have 2seventy has retained Xxxxxxx Procter LLP (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (thereby. Following the “Section 9.8 Matters”) Separation, it is expected that bluebird will retain new counsel and that Historical DuPont 2seventy will continue to retain Known Counsel has not acted as counsel for any other Person in connection with this Agreement, the Section 9.8 Matters Ancillary Agreements and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereoftransactions contemplated hereby and thereby. MatCo bluebird hereby agrees on behalf of itself and each member of its Group that Known Counsel may continue to represent any member of the 2seventy Group with respect to such matters. bluebird further agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein, in the event that a dispute arises between or among (x) any member of the MatCo 2seventy Group, any MatCo 2seventy Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo bluebird Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo bluebird Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont any Known Counsel may represent any member of the AgCo 2seventy Group, any AgCo 2seventy Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (xy), and even though Historical DuPont such Known Counsel may have represented a Person described in clause (xy), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (xy), and MatCo bluebird hereby waives, on behalf of itself and each other Person described in clause (xy), as applicable, any conflict of interest in connection with such representation by Historical DuPont such Known Counsel. Each of AgCo, SpecCo bluebird and MatCo2seventy, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.8. Each of AgCo, SpecCo bluebird and MatCo2seventy, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third party beneficiaries of this Section 9.8(a)7.8.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, DLA Piper LLP, Xxxxx Day LLP, Proskauer Rose LLP and DuPont have retained Xxxxx Xxxxx LLP (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont : (a) any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such disputedispute at or prior to the Distribution, or may be handling ongoing matters for a Person described in clause (x)) as of the Distribution Date that continue following the Distribution, and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, (b) SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and (c) SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group, and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)7.10, and may seek to enforce this Section 7.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxxx, Lipton, Xxxxx & Xxxx and DuPont have retained their affiliated businesses (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, and SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of the Parent Group, and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)6.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)6.10, and may seek to enforce, without limitation, this Section 6.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have Remainco has retained the counsel set forth on Schedule 9.8(a) 6.8 (“Historical DuPont Remainco Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements Agreements, the Merger Agreement and the transactions contemplated hereby and thereby (the “Section 9.8 6.8 Matters”) ), and that Historical DuPont Remainco Counsel has not acted as counsel for any other Person in connection with the Section 9.8 6.8 Matters and that no other party or Person has the status of a client of Historical DuPont Remainco Counsel for conflict of interest or any other purposes as a result thereof. MatCo Spinco hereby agrees on behalf of itself and each member of its Group and RMT Partner on behalf of itself and its Subsidiaries and Affiliates that, in the event that a dispute arises between or among (x) any member of the MatCo Spinco Group, any MatCo Indemnitee Spinco Indemnitee, RMT Partner or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Remainco Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Remainco Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont Remainco Counsel may represent any member of the AgCo Remainco Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Remainco Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Remainco Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo Spinco hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member Remainco Counsel that arises as a result of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement acting as counsel in connection with the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a).6.8

Conflicts Waiver. After the Closing, it is possible that Faber Daeufer & Itrato PC, Xxxxx, Xxxxxxx & Xxxxxxxxx LLC, Xxxxxxx Xxxx PLLC and McClandlish Xxxxxxx (acollectively, and together with their respective successors, the “Firms”) Each will represent the Shareholder Representative and/or one or more of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have retained the counsel set forth on Schedule 9.8(a) (“Historical DuPont Counsel”) to act as their counsel Securityholders in connection with this AgreementAgreement and/or any claims related to the Transactions. The Purchaser and the Company hereby agree that any (or all) of the Firms may represent the Shareholder Representative and/or one or more of the Securityholders in the future in connection with this Agreement and/or any claims related to the Transactions, including in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Further, the Ancillary Agreements Purchaser and the transactions contemplated Company hereby consent to the disclosure by the Firms to the Shareholder Representative and thereby the Securityholders, at any time, of any information learned by Firms in the course of its (or their) representation of the “Section 9.8 Matters”) Company and that Historical DuPont Counsel has not acted as counsel for any other Person its Subsidiaries in connection with the Section 9.8 Matters and that no other party Transaction, whether or Person has not such information may otherwise be subject to the status of a attorney-client of Historical DuPont Counsel for conflict of interest privilege or any duty of confidentiality. From and after the Closing, all pre-Closing communications between the Company or any of their respective officers, employees, partners, members, directors or Affiliates, on the one hand, and one or more of the Firms, on the other purposes hand with respect to this Agreement and the Transactions (the “Pre-Closing Confidential Communications”) shall be deemed to be attorney-client confidences that belong solely to the Securityholders (and not to the Company or its Subsidiaries), and neither the Securityholders nor the Firms shall have any duty to reveal or disclose to the Purchaser, the Company or any of their respective Affiliates (and the Purchaser, the Company and their respective Affiliates will not have any right to access or review) the Pre-Closing Confidential Communications by reason of any attorney client relationship between the Firms and the Company or otherwise. All books, records and other materials of the Company in any medium (including electronic copies) containing or reflecting any of the Pre-Closing Confidential Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, solely to the extent of the Pre-Closing Confidential Communication, are hereby assigned and transferred to the Securityholders effective as a result thereofof the Closing. MatCo hereby agrees on behalf Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be distributed to the Shareholder Representative to hold for the benefit of itself the Securityholders immediately prior to the Closing with no copies thereof retained by the Company or its Subsidiaries or other representatives of the Company or its Subsidiaries. In the event of any conflict between the provisions of this Section 9.10 and each member any other provisions in this Agreement, the provisions of its Group thatthis Section 9.10 shall control. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Surviving Company or among its Subsidiaries and a third party (x) any member of other than a party to this Agreement, the MatCo Group, any MatCo Indemnitee Securityholders or any of their respective Affiliates) after the Closing, on one hand, and (y) any member the Surviving Company or its Subsidiaries may assert the attorney-client privilege and/or attorney work product protections to prevent disclosure of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont confidential communications by Transaction Counsel may represent any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Counsel may have represented a Person described in clause (x), in a matter substantially related to such disputethird party; provided, or however, that neither the Purchaser, the Surviving Company nor any Subsidiary may be handling ongoing matters for a Person described in clause (x), and MatCo hereby waives, on behalf waive such privilege without the prior written consent of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a)Representative.

Conflicts Waiver. (a) Each of the Parties acknowledgesParent, on behalf of itself itself, Merger Sub I, Merger Sub II and each other member of its Groupand their respective directors, stockholders, partners, officers, employees and Affiliates and its and their respective successors and assigns, hereby acknowledges that DowDuPont Vxxxxx & Exxxxx LLP and DuPont have retained the counsel set forth on Schedule 9.8(a) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP (collectively, “Historical DuPont Counsel”) to act have acted as their counsel for the Company in connection with the negotiations, preparation, execution and delivery of this Agreement, the Ancillary Agreements Agreement and the transactions contemplated hereby and thereby consummation of the Transactions (the “Section 9.8 MattersCompany Engagement”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereof. MatCo hereby agrees on behalf of itself and each member of its Group thatperson, in the event that a dispute arises between or among (x) any member of the MatCo Groupincluding Parent, any MatCo Indemnitee Merger Sub I, Merger Sub II or any of their respective Affiliates (including the First Surviving Company or the Surviving Company). Only the Company shall be considered a client of Counsel in the Company Engagement. Each Party agrees that Counsel shall be permitted, without the need for any future waiver or consent, to represent the Company or any Person entitled to indemnification by the Company hereunder from and after the Closing in connection with any matters, including the Company Engagement, contemplated by this Agreement and any other agreements referenced herein or any disagreement or dispute relating thereto, and may in connection therewith represent the agents or Affiliates of the Company or any Persons entitled to indemnification by the Company hereunder in any of the foregoing cases, including in any dispute, litigation or other adversary proceeding against, with or involving Parent, Merger Sub I, Merger Sub II, the First Surviving Company or the Surviving Company or any of their agents or Affiliates. Parent shall not, and shall cause the Surviving Company and its Affiliates not to, seek or have Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP disqualified from any such representation based upon the prior representation of the Company thereby. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.20 shall not be deemed exclusive of any other rights to which Counsel is entitled whether pursuant to law, contract or otherwise. In addition, all communications involving attorney-client confidences between the Company Holders, the Company Representative, the Company and their Affiliates, on the one hand, and (y) any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicableCounsel, on the other hand, Historical DuPont Counsel may represent any member in the course of the AgCo Groupnegotiation, documentation and consummation of the transactions contemplated by this Agreement shall be deemed to be attorney-client confidences that belong solely to the Company Holders and their Affiliates (including Company Representative) (and not the Company and its Subsidiaries). Accordingly, the Company and its Subsidiaries shall not have access to any AgCo Indemnitee such communications or to the files of Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after Closing, (i) the Company Holders and their Affiliates (including the Company Representative) (and not the Company and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the Company and its Subsidiaries shall not be a holder thereof, (ii) to the extent that files of Counsel in respect of such engagement constitute property of the client, only the Company Holders and their Affiliates (including the Company Representative) (and not the Company and its Subsidiaries) shall hold such property rights and (iii) Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Counsel and the Company or any of their respective Affiliates its Subsidiaries or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a)otherwise.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxxx & Xxxxxxx LLP, Freshfields Bruckhaus Xxxxxxxx LLP, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and DuPont have retained the legal counsel set forth on Schedule 9.8(a) 7.10 (collectively, the “Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont : (a) any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such disputedispute at or prior to the Distribution, or may be handling ongoing matters for a Person described in clause (x)) as of the Distribution Date that continue following the Distribution, and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, (b) SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and (c) SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)7.10 and may seek to enforce, without limitation, this Section 7.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxxx, Lipton, Xxxxx & Xxxx and DuPont have retained their affiliated businesses (collectively, the counsel set forth on Schedule 9.8(a) (“Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, and SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and XxxxXx hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of the Parent Group, and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)6.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)6.10, and may seek to enforce, without limitation, this Section 6.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that DowDuPont Parent has retained Fxxxx & Lxxxxxx LLP, Freshfields Bruckhaus Dxxxxxxx LLP, Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and DuPont have retained the legal counsel set forth on Schedule 9.8(a) 7.10 (collectively, the “Historical DuPont Known Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 9.8 Matters”) and that Historical DuPont Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Matters and that no other party or Person has the status of a client of Historical DuPont Counsel for conflict of interest or any other purposes as a result thereofthereby. MatCo SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the MatCo SpinCo Group, any MatCo SpinCo Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Parent Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Parent Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont : (a) any Known Counsel may represent any member of the AgCo Parent Group, any AgCo Parent Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though Historical DuPont such Known Counsel may have represented or provided advice to a Person described in clause (x), ) in a matter substantially related to such disputedispute at or prior to the Distribution, or may be handling ongoing matters for a Person described in clause (x)) as of the Distribution Date that continue following the Distribution, and MatCo even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, (b) SpinCo hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by Historical DuPont such Known Counsel, and (c) SpinCo hereby agrees, on behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group and to otherwise use or disclose that information in accordance with Parent’s direction. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)7.10. Each of AgCo, SpecCo SpinCo and MatCoParent, on behalf of itself and each other member of its Group, further agrees that Historical DuPont each Known Counsel and their its respective partners and employees are third third-party beneficiaries of this Section 9.8(a)7.10 and may seek to enforce, without limitation, this Section 7.10.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have Remainco has retained the counsel set forth on Schedule 9.8(a) Bxxxx Xxxx Lxxxxxxx Xxxxxxx LLP (“Historical DuPont Remainco Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements Agreements, the RMT Transaction Agreement and the transactions contemplated hereby and thereby (the “Section 9.8 Representation Matters”) ), and that Historical DuPont Remainco Counsel has not acted as counsel for any other Person in connection with the Section 9.8 Representation Matters and that no other party or Person has the status of a client of Historical DuPont Remainco Counsel for conflict of interest or any other purposes as a result thereof. MatCo Spinco hereby agrees on behalf of itself and each member of its Group and RMT Partner on behalf of itself and its Subsidiaries and Affiliates that, in the event that a dispute arises between or among (xa) any member of the MatCo Spinco Group, any MatCo Spinco Indemnitee, RMT Partner or any of their respective Affiliates, on the one hand, and (b) any member of the Remainco Group, any Remainco Indemnitee or any of their respective Affiliates, on one the other hand, and (y) Remainco Counsel may represent any member of the AgCo Remainco Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Remainco Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont Counsel may represent any member of the AgCo Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (xa), and even though Historical DuPont Remainco Counsel may have represented a Person described in clause (xa), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (xa), and MatCo Spinco hereby waives, on behalf of itself and each other Person described in clause (xa), as applicable, any conflict of interest in connection with such representation by Historical DuPont CounselRemainco Counsel that arises as a result of its acting as counsel in connection with the Representation Matters. Each of AgCo, SpecCo Remainco and MatCoSpinco, on behalf of itself and each other member of its GroupGroup and RMT Partner, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 9.8(a)6.8. Each of AgCo, SpecCo Remainco and MatCo, on behalf of itself Spinco and each other member of its GroupGroup and RMT Partner, further agrees that Historical DuPont Remainco Counsel and their respective partners and employees are third party Third Party beneficiaries of this Section 9.8(a)6.8.

Conflicts Waiver. (a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that DowDuPont and DuPont have Remainco has retained the counsel set forth on Schedule 9.8(a) 8.8 (“Historical DuPont Remainco Counsel”) to act as their its counsel in connection with this Agreement, the Ancillary Agreements Agreements, the Merger Agreement and the transactions contemplated hereby and thereby (the “Section 9.8 8.8 Matters”) ), and that Historical DuPont Remainco Counsel has not acted as counsel for any other Person in connection with the Section 9.8 8.8 Matters and that no other party or Person has the status of a client of Historical DuPont Remainco Counsel for conflict of interest or any other purposes as a result thereof. MatCo Spinco hereby agrees on behalf of itself and each member of its Group and RMT Partner on behalf of itself and its Subsidiaries and Affiliates that, in the event that a dispute arises between or among (x) any member of the MatCo Spinco Group, any MatCo Indemnitee Spinco Indemnitee, RMT Partner or any of their respective Affiliates, on the one hand, and (y) any member of the AgCo Remainco Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Remainco Indemnitee or any of their respective Affiliates, as applicable, on the other hand, Historical DuPont Remainco Counsel may represent any member of the AgCo Remainco Group, any AgCo Indemnitee or any of their respective Affiliates or any member of the SpecCo Group, any SpecCo Remainco Indemnitee or any of their respective Affiliates, as applicable, in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though Historical DuPont Remainco Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and MatCo Spinco hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by Historical DuPont Counsel. Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member Remainco Counsel that arises as a result of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement acting as counsel in connection with the intent of this Section 9.8(a). Each of AgCo, SpecCo and MatCo, on behalf of itself and each other member of its Group, further agrees that Historical DuPont Counsel and their respective partners and employees are third party beneficiaries of this Section 9.8(a).8.8