Common use of Provision Regarding Legal Representation Clause in Contracts

Provision Regarding Legal Representation. It is acknowledged by each party that Xxxxxx has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies or any of their respective Affiliates, on the one hand, and their counsel, including Skadden, on the other hand, that relate in any way to the Transactions shall be deemed attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of the Privileged Communications to such Person or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without the prior written consent of Seller.

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx MxXxxxxxx Will & Exxxx (“MWE” and for purposes of this Section 10.17 only, “Seller’s Counsel”) has retained Skadden acted as legal counsel to IMC, IMC Parent and their Affiliates prior to date hereof, and that Seller’s Counsel intends to act as legal counsel to IMC Parent and its counsel in connection with respective Affiliates after the Transactions Closing, each of DFHT, CareMax and CareMax Group hereby waives (on its own behalf) and agrees to cause its Affiliates to waive, any conflicts arising under such representation that Skadden has not acted as counsel for may prevent Seller’s Counsel from representing DFHT, IMC, CareMax, or any other party in connection with such Transactions. The parties agree thatCompany, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective AffiliatesAffiliates after the Closing, including as such representation of IMC Parent may relate to DFHT or the transactions contemplated hereby. Purchaser further agrees that In addition, notwithstanding anything in this Agreement to the contrary, all communications among Sellerinvolving attorney-client confidences between IMC, the Acquired Companies or any of IMC Parent and their respective Affiliates, on the one hand, and their counsel, including SkaddenSeller’s Counsel, on the other hand, that relate in any way to the Transactions course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged confidences that belong solely to IMC Parent and their respective Affiliates. Accordingly, DFHT shall not have access to any such communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything or to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property files of Seller, and ’s Counsel relating to such engagement from and after the Closing, none and no actions taken by Seller or any of Purchaserits Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement. Without limiting the Acquired Companiesgenerality of the foregoing, their from and after the Closing, (a) Seller and its respective Affiliates or any Person purporting to act on behalf of or through Purchaser, shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege with respect to such engagement in the negotiation, documentation and consummation of the transactions contemplated hereby, and DFHT shall not be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only IMC Parent and its respective Affiliates shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or through other meansdisclose any such attorney-client communications or files by reason of any attorney-client relationship between Seller’s Counsel and IMC Parent or otherwise. As For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing contained in this Section 10.17 waives or transfers any attorney-client privilege to the extent relating to Seller’s Counsel representation of the IMC and IMC Parent with respect to any such Privileged Communications made prior of their on-going or routine matters relating to the Closing Datetheir operations, Purchaserbusiness, together with its Affiliates assets or liabilities (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use other than in preparation for or rely on any of the Privileged Communications in any Proceeding against otherwise related to or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way the transactions contemplated by this Agreement) and such attorney-client and other privileges shall continue to be the Transactionsprivilege of the IMC and IMC Parent. Notwithstanding Further, notwithstanding the foregoing, in the event that if a dispute arises between PurchaserDFHT or IMC, any Acquired Company IMC Parent or any of their respective Affiliatesan Affiliate, on the one hand, and any other Person or Persons (a third party other than a party Party to this Agreement or any of its respective Affiliates)Agreement, on the other hand, after the Closing, any such Acquired Company and its Affiliates Party may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by MWE to such Person or Persons; providedthird party and in any such dispute, however, that none of the Acquired Companies nor their IMC Parent and its Affiliates may shall not waive such privilege without the prior written consent of Sellerthe applicable Party.

Provision Regarding Legal Representation. It is acknowledged by Recognizing that each party of the Law Firms has acted as legal counsel to Seller, the Company and its Subsidiaries and their Affiliates prior to date hereof, and that Xxxxxx has retained Skadden the Law Firms intend to act as legal counsel to Seller and its counsel Affiliates (which will no longer include the Company and its Subsidiaries) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Company and its Subsidiaries) to waive, any conflicts arising under such representation that would prevent the Law Firms from representing Seller or any of its Affiliates after the Closing in connection with any matter involving the Transaction Documents or the transactions contemplated thereby. The consents and waivers in this Section 10.18 shall not apply to, and Buyer does not waive, any conflict that may arise as a result of any representation of Buyer or any of its Affiliates by the Law Firms other than with respect to the representation of Seller or the Company by the Law Firms in connection with the Transactions and that Skadden has not acted as counsel for any other party transactions contemplated by this Agreement. In addition, notwithstanding anything in connection with such Transactions. The parties agree thatthis Agreement to the contrary, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among involving attorney-client confidences between Seller, the Acquired Companies or any of their respective Affiliates, on the one hand, Company and their counsel, including Skadden, on the other hand, that relate in any way to the Transactions shall be deemed attorney-client privileged communications (collectively, the “Privileged Communications”) its Subsidiaries and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), the Law Firms on the other hand, in the course of or otherwise in connection with the consideration, negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Company and its Subsidiaries). Accordingly, the Company and its Subsidiaries shall not have access to any such communications or to the files of the Law Firms relating to such engagement from and after the Closing, and no actions taken by Seller or any of its Affiliates or Representatives to retain, remove or otherwise protect such Acquired Company communications will be deemed a breach or violation of this Agreement or any Transaction Document. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its Affiliates may assert (and not the Company or its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure such engagement, and neither the Company nor any of its Subsidiaries shall be a holder thereof, (b) such privilege shall survive the Closing and remain in full effect and shall not be deemed waived as a result of the Privileged Communications Closing or any actions taken or not taken in connection with or following the Closing (and the parties and their respective Affiliates agree to take all steps necessary to ensure that such Person privilege shall survive the Closing and remain in full effect), (c) Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries) disclaim any right to control or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without and shall not use or rely on any such privileged communication in any Action against or involving Seller or any of its Affiliates or otherwise relating to the prior written consent transactions contemplated hereby, (d) to the extent that files of Sellerthe Law Firms in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Company or its Subsidiaries) shall hold such property rights and (e) each of the Law Firms shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or its Subsidiaries by reason of any attorney-client relationship between the Law Firms and the Company or its Subsidiaries or otherwise.

Provision Regarding Legal Representation. It is acknowledged by each party that Xxxxxx Seller has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller Purchaser, any Acquired Company or its their Affiliates, on the one hand, and Purchaser, any Acquired Company Seller or their respective its Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that that, all communications among Seller, the Acquired Companies or any of their respective Affiliates, on the one hand, and their counsel, including Skadden, on the other hand, that relate in any way to the Transactions shall be deemed attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their AffiliatesAffiliates after the Closing. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, Seller and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees agree that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-–client privilege to prevent disclosure of the Privileged Communications to such Person or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without the prior written consent of Seller.. 119

Provision Regarding Legal Representation. It is acknowledged by Recognizing that each party that of Xxxxxx Xxxxxxxx, Xxxxx & Xxxxx LLP (“Xxxxx & Overy”) and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Orrick”) has retained Skadden acted as legal counsel to act as its counsel Oxford, the Target Companies and their Affiliates in connection with the Transactions negotiation, documentation and consummation of the transactions contemplated hereby prior to the Closing (the “Engagement”), and that Skadden has not acted Xxxxxx Xxxxxxxx, Xxxxx & Xxxxx and Xxxxxx intend to act as legal counsel for to Oxford and its Affiliates (which will no longer include the Target Companies) after the Closing, Holdco and Cambridge hereby waive (on their own behalf) and agree to cause their Affiliates (including, after the Closing, the Target Companies) to waive, any other party conflicts to the extent related to the Engagement that may arise in connection with such Transactions. The parties agree thatXxxxxx Xxxxxxxx, in the event that a dispute arises Xxxxx & Xxxxx or Xxxxxx representing Oxford or any of its Affiliates after the Closing as such representation may relate to Holdco, Cambridge and the Target Companies or the Transactions. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to PurchaserOxford, the Acquired Target Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies or any of their respective Affiliates, on the one hand, and their counselXxxxxx Xxxxxxxx, including SkaddenXxxxx & Xxxxx or Xxxxxx, on the other hand, that relate in any way to the Transactions course of the Engagement shall be deemed to be attorney-client privileged communications confidences that belong solely to Oxford and its Affiliates (collectivelyand not the Target Companies). Accordingly, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs Target Companies shall not have access to Seller and may be controlled by Seller and, notwithstanding anything any such communications or to the contrary contained in this Agreementfiles of Xxxxxx Xxxxxxxx, shall not pass Xxxxx & Xxxxx or Xxxxxx relating to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and Engagement from and after the Closing, none and no actions taken by Oxford or any of Purchaser, the Acquired Companies, their respective its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Person purporting to act on behalf Ancillary Agreement. Without limiting the generality of or through Purchaserthe foregoing, from and after the Acquired Companies or their respective Closing, (a) Oxford and its Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver (and not the Target Companies) shall be the sole holders of the attorney-client privilege or through other means. As with respect to any such Privileged Communications made prior communications relating to the Closing DateEngagement, Purchaserand no Target Company shall be a holder thereof, together with (b) to the extent that files of Xxxxxx Xxxxxxxx, Xxxxx & Xxxxx or Xxxxxx in respect of the Engagement constitute property of the client, only Oxford and its Affiliates (including and not the Acquired Target Companies)) shall hold such property rights and (c) neither Xxxxxx Xxxxxxxx, successors and assigns, further agrees that no Xxxxx & Xxxxx nor Xxxxxx shall have any duty whatsoever to reveal or disclose any such party may access, use attorney-client communications or rely on files in connection with the Engagement to any of the Privileged Communications in Target Companies by reason of any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of relationship between Xxxxxx Xxxxxxxx, Xxxxx & Xxxxx or Xxxxxx, as the Privileged Communications to such Person case may be, and the Target Companies or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without the prior written consent of Seller.otherwise. 117

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) and DLA Piper LLP (US) (“DLA Piper” and together with Xxxxxx Xxxxxxxx, “Seller’s Counsel”) has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree thatto Seller Parent, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies and their Affiliates prior to date hereof, and that Seller’s Counsel intends to act as legal counsel to Seller and its respective Affiliates (which will no longer include the Acquired Group Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Acquired Group 108 Companies) to waive, any conflicts arising under such representation that may prevent Seller’s Counsel from representing Seller or any of its respective Affiliates after the Closing as such representation may relate to Buyer and the Acquired Companies or the transactions contemplated hereby. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller, the Acquired Group Companies and their respective Affiliates, on the one hand, and their counsel, including SkaddenSeller’s Counsel, on the other hand, that relate in any way to the Transactions course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs confidences that belong solely to Seller and may be controlled by Seller andtheir respective Affiliates (and not the Acquired Group Companies). Accordingly, notwithstanding anything the Acquired Group Companies shall not have access to any such communications or to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property files of Seller, and ’s Counsel relating to such engagement from and after the Closing, none and no actions taken by Seller or any of Purchaserits Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its respective Affiliates (and not the Acquired Group Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, ) shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege with respect to such engagement in the negotiation, documentation and consummation of the transactions contemplated hereby, and no Acquired Group Company shall be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only Seller and its respective Affiliates (and not the Acquired Group Companies) shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or through other means. As to disclose any such Privileged Communications made prior attorney-client communications or files to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications Acquired Group Companies by reason of any attorney-client relationship between Seller’s Counsel and the Acquired Group Companies or otherwise. For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing contained in this Section 10.15 waives or transfers any Proceeding against or involving attorney-client privilege to the extent relating to Seller’s Counsel representation of the Acquired Group Companies with respect to any of the parties after the Closing. The Privileged Communications may be used by Seller their on-going or routine matters relating to their operations, business, assets or liabilities (other than in preparation for or otherwise related to or in connection with any dispute that relates in any way the transactions contemplated by this Agreement) and such attorney-client and other privileges shall continue to be the Transactionsprivilege of the Acquired Group Companies. Notwithstanding Further, notwithstanding the foregoing, in the event that if a dispute arises between Purchaser, Buyer or any Acquired Company Group Companies or any of their respective Affiliatesan Affiliate, on the one hand, and any other Person or Persons (a third party other than a party Party to this Agreement or any of its respective Affiliates)Agreement, on the other hand, after the Closing, such the Acquired Company and its Affiliates Group Companies may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by Xxxxxx Xxxxxxxx and DLA Piper to such Person or Persons; providedthird party and in any such dispute, however, that none of the Acquired Companies nor their Seller and its Affiliates may shall not waive such privilege without the prior written consent of Sellerthe applicable Acquired Company.

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx DLA Piper LLP (US) (“DLA Piper” and for purposes of this Section 10.16 only “Seller’s Counsel”) has retained Skadden acted as legal counsel to CareMax, the CareMax Group and their Affiliates prior to date hereof, and that Seller’s Counsel intends to act as legal counsel to CareMax and its counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises respective Affiliates after the Closing between Seller or Closing, each of DFHT, IMC and IMC Parent hereby waives (on its Affiliates, on the one hand, own behalf) and Purchaseragrees to cause its Affiliates to waive, any Acquired Company or their respective Affiliatesconflicts arising under such representation that may prevent Seller’s Counsel from representing DFHT, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies CareMax or any of their its respective Affiliates after the Closing, including as such representation of CareMax may relate to DFHT or the transactions contemplated hereby. In addition, notwithstanding anything in a matter substantially related this Agreement to such disputethe contrary, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Sellerinvolving attorney-client confidences between CareMax, the Acquired Companies or any of CareMax Group and their respective Affiliates, on the one hand, and their counsel, including SkaddenSeller’s Counsel, on the other hand, that relate in any way to the Transactions course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged confidences that belong solely to CareMax and their respective Affiliates. Accordingly, DFHT shall not have access to any such communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and, notwithstanding anything or to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property files of Seller, and ’s Counsel relating to such engagement from and after the Closing, none and no actions taken by Seller or any of Purchaserits Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement. Without limiting the Acquired Companiesgenerality of the foregoing, their from and after the Closing, (a) Seller and its respective Affiliates or any Person purporting to act on behalf of or through Purchaser, shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege with respect to such engagement in the negotiation, documentation and consummation of the transactions contemplated hereby, and DFHT shall not be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only CareMax and its respective Affiliates shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or through other meansdisclose any such attorney-client communications or files by reason of any attorney-client relationship between Seller’s Counsel and CareMax or otherwise. As For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing contained in this Section 10.16 waives or transfers any attorney-client privilege to the extent relating to Seller’s Counsel representation of the CareMax and the CareMax Group with respect to any such Privileged Communications made prior of their on-going or routine matters relating to the Closing Datetheir operations, Purchaserbusiness, together with its Affiliates assets or liabilities (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use other than in preparation for or rely on any of the Privileged Communications in any Proceeding against otherwise related to or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way the transactions contemplated by this Agreement) and such attorney-client and other privileges shall continue to be the Transactionsprivilege of the CareMax and the CareMax Group. Notwithstanding Further, notwithstanding the foregoing, in the event that if a dispute arises between PurchaserDFHT or CareMax, any Acquired Company CareMax Group or any of their respective Affiliatesan Affiliate, on the one hand, and any other Person or Persons (a third party other than a party Party to this Agreement or any of its respective Affiliates)Agreement, on the other hand, after the Closing, any such Acquired Company and its Affiliates Party may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by DLA Piper to such Person or Persons; providedthird party and in any such dispute, however, that none of the Acquired Companies nor their CareMax and its Affiliates may shall not waive such privilege without the prior written consent of Sellerthe applicable Party.

Provision Regarding Legal Representation. It is acknowledged by Recognizing that each party that of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies and their Affiliates prior to the date hereof, and that Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx intend to act as legal counsel to Seller and its Affiliates (which will no longer include 135 the Acquired Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to waive, any conflicts arising under such representation that may prevent Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx from representing Seller or any of its Affiliates after the Closing, as such representation may relate to Buyer or the Acquired Companies or the transactions contemplated hereby and by the Ancillary Agreements, including in any Legal Proceeding against Buyer or the Acquired Companies. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller, the Acquired Companies and their respective Affiliates, on the one hand, and their counselany of Xxxxxx Xxxxxxxx, including Skadden, MWE and Xxxxx XxXxxxxx on the other hand, that relate in any way to the Transactions course of or otherwise in connection with the consideration, negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall be deemed to be attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs confidences that belong solely to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including and not the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company Buyer or any of their respective Affiliates, on the one hand, its Affiliates and any other Person or Persons a third party (other than a party to this Agreement or any of its their respective Affiliates), on the other hand, ) after the Closing, such the Acquired Company and its Affiliates Companies may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by each of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx to such Person third party or Personsthe use thereof by Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx in connection with its representation of such third party in such dispute; provided, however, provided that none of the no Acquired Companies nor their Affiliates Company may undertake any actions that would reasonably be expected to waive any right to attorney-client privilege or disclose any information covered by such attorney-client privilege without the prior written consent of Seller. The Acquired Companies shall not have access to any such communications or to the files of Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx relating to such engagement from and after the Closing, and no actions taken by Seller or any of its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its Affiliates (and not the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and no Acquired Company shall be a holder thereof (except as provided in the second preceding sentence), (b) such privilege shall survive the Closing and remain in full effect and shall not be deemed waived as a result of the Closing or any actions taken or not taken in connection with or following the Closing (and the Parties and their respective Affiliates agree to take all steps necessary to ensure that such privilege shall survive the Closing and remain in full effect), (c) Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not use or rely on any such communications in any Legal Proceeding against or involving Seller or any of its Affiliates or otherwise relating to the transactions contemplated hereby and by the Ancillary Agreements, (d) to the extent that files of Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Acquired Companies) shall hold such property rights (subject to the second preceding sentence) and (e) each of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Acquired Companies by reason of any attorney-client relationship between Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx and the Acquired Companies or otherwise (subject to the second preceding sentence).

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to PurchaserSellers, the Acquired Companies or and their respective AffiliatesAffiliates prior to date hereof, and even though Skadden that Xxxxxx Xxxxxxxx intends to act as legal counsel to Sellers and their Affiliates (which shall no longer include the Acquired Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to waive, any conflicts arising under such representation after the Closing as such representation may have represented any of relate to Buyer and the Acquired Companies or any of their Affiliates the transactions contemplated hereby. In addition, notwithstanding anything in a matter substantially related this Agreement to such disputethe contrary, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Sellerinvolving attorney-client confidences between Sellers, the Acquired Companies or any of and their respective Affiliates, on the one hand, and their counsel, including SkaddenXxxxxx Xxxxxxxx, on the other hand, that relate in any way to the Transactions course of or otherwise in connection with the consideration, negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged communications confidences that belong solely to Sellers and their Affiliates (collectivelyand not the Acquired Companies). Accordingly, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs Acquired Companies shall not have access to Seller and may be controlled by Seller and, notwithstanding anything any such communications or to the contrary contained in this Agreement, shall not pass files of Xxxxxx Xxxxxxxx relating to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and such engagement from and after the Closing, none and no actions taken by Sellers or any of Purchasertheir Affiliates or Representatives to retain, remove or otherwise protect such communications shall be deemed a breach or violation of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, from and after the Closing: (a) Sellers and their Affiliates (and not the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, ) shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege or through other means. As with respect to any such Privileged Communications made prior to engagement, and no Acquired Company shall be a holder thereof, (b) such privilege shall survive the Closing Dateand remain in full effect and shall not be deemed waived as a result of the Closing or any actions taken or not taken in connection with or following the Closing (and the Parties and their respective Affiliates agree to take all steps necessary to ensure that such privilege shall survive the Closing and remain in full effect), Purchaser, together with (c) Buyer and its Affiliates (including including, after the Closing, the Acquired Companies), successors and assigns, further agrees that no such party may access, ) shall not use or rely on any of the Privileged Communications such communications in any Legal Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company Sellers or any of their respective AffiliatesAffiliates or otherwise relating to the transactions contemplated hereby, on (d) to the one handextent that files of Xxxxxx Xxxxxxxx in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Acquired Companies) shall hold such property rights, and (e) Xxxxxx Xxxxxxxx shall have no duty whatsoever to reveal or disclose any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-client privilege communications or files to prevent disclosure of the Privileged Communications to such Person or Persons; provided, however, that none any of the Acquired Companies nor their Affiliates may waive such privilege without by reason of any attorney-client relationship between Xxxxxx Xxxxxxxx and the prior written consent of SellerAcquired Companies or otherwise .

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) and DLA Piper LLP (US) (“DLA Piper” and together with Xxxxxx Xxxxxxxx, “Seller’s Counsel”) has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree thatto Seller Parent, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies and their Affiliates prior to date hereof, and that Seller’s Counsel intends to act as legal counsel to Seller and its respective Affiliates (which will no longer include the Acquired Group Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Acquired Group Companies) to waive, any conflicts arising under such representation that may prevent Seller’s Counsel from representing Seller or any of its respective Affiliates after the Closing as such representation may relate to Buyer and the Acquired Companies or the transactions contemplated hereby. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller, the Acquired Group Companies and their respective Affiliates, on the one hand, and their counsel, including SkaddenSeller’s Counsel, on the other hand, that relate in any way to the Transactions course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs confidences that belong solely to Seller and may be controlled by Seller andtheir respective Affiliates (and not the Acquired Group Companies). Accordingly, notwithstanding anything the Acquired Group Companies shall not have access to any such communications or to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property files of Seller, and ’s Counsel relating to such engagement from and after the Closing, none and no actions taken by Seller or any of Purchaserits Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its respective Affiliates (and not the Acquired Group Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, ) shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege with respect to such engagement in the negotiation, documentation and consummation of the transactions contemplated hereby, and no Acquired Group Company shall be a holder thereof, (b) to the extent that files of Seller’s Counsel in respect of such engagement constitute property of the client, only Seller and its respective Affiliates (and not the Acquired Group Companies) shall hold such property rights and (c) Seller’s Counsel shall have no duty whatsoever to reveal or through other means. As to disclose any such Privileged Communications made prior attorney-client communications or files to the Closing Date, Purchaser, together with its Affiliates (including the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications Acquired Group Companies by reason of any attorney-client relationship between Seller’s Counsel and the Acquired Group Companies or otherwise. For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing contained in this Section 8.15 waives or transfers any Proceeding against or involving attorney-client privilege to the extent relating to Seller’s Counsel representation of the Acquired Group Companies with respect to any of the parties after the Closing. The Privileged Communications may be used by Seller their on-going or routine matters relating to their operations, business, assets or Liabilities (other than in preparation for or otherwise related to or in connection with any dispute that relates in any way the transactions contemplated by this Agreement) and such attorney-client and other privileges shall continue to be the Transactionsprivilege of the Acquired Group Companies. Notwithstanding Further, notwithstanding the foregoing, in the event that if a dispute arises between Purchaser, Buyer or any Acquired Company Group Companies or any of their respective Affiliatesan Affiliate, on the one hand, and any other Person or Persons (a third party other than a party Party to this Agreement or any of its respective Affiliates)Agreement, on the other hand, after the Closing, such the Acquired Company and its Affiliates Group Companies may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by Xxxxxx Xxxxxxxx and DLA Piper to such Person or Persons; providedthird party and in any such dispute, however, that none of the Acquired Companies nor their Seller and its Affiliates may shall not waive such privilege without the prior written consent of Sellerthe applicable Acquired Company.

Provision Regarding Legal Representation. It is acknowledged by Recognizing that each party that of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) and Xxxxxx Filho, Xxxxx Filho, Marrey Jr e Xxxxxxx Advogados (“Xxxxxx Filho”) has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies and their Affiliates prior to the date hereof, and that each of Xxxxxx Xxxxxxxx and Xxxxxx Filho intend to act as legal counsel to Seller and its Affiliates (which will no longer include the Acquired Companies) after the Closing, Buyer hereby (a) waives (on its own behalf) and (b) agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to waive any conflicts arising under such representation that may prevent either of Xxxxxx Xxxxxxxx or Xxxxxx Filho from representing Seller or any of its Affiliates after the Closing as such representation may relate to Buyer and the Acquired Companies or the transactions contemplated hereby. In addition, notwithstanding anything in this Agreement to the contrary, all communications between Seller, the Acquired Companies and their respective Affiliates, on the one hand, and their counsel, including SkaddenXxxxxx Xxxxxxxx or Xxxxxx Filho, on the other hand, that relate in any way to the Transactions course of the consideration, negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs confidences that belong solely to Seller and may be controlled its Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not have access to any such communications or to the files of Xxxxxx Xxxxxxxx or Xxxxxx Filho relating to such engagement whether or not the Closing shall occur, and no actions taken by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliatesits Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Ancillary Agreement. The Privileged Communications are (and upon Without limiting the Closing shall remain) generality of the property of Sellerforegoing, and from and after the Closing, none of Purchaser, (i) Seller and its Affiliates (and not the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, ) shall be the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver sole holders of the attorney-client privilege or through other means. As with respect to any such Privileged Communications made prior engagement, and the Acquired Companies shall not be a holder thereof, (ii) to the Closing Dateextent that files of Xxxxxx Xxxxxxxx or Xxxxxx Filho in respect of such engagement constitute property of the client, Purchaser, together with only Seller and its Affiliates (including and not the Acquired Companies), successors ) shall hold such property rights and assigns, further agrees that no (iii) neither of Xxxxxx Xxxxxxxx and Xxxxxx Filho shall have any duty whatsoever to reveal or disclose any such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-client privilege communications or files to prevent disclosure of the Privileged Communications to such Person or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without by reason of any attorney-client relationship related to the prior written consent of Sellertransaction hereby between Xxxxxx Xxxxxxxx or Xxxxxx Filho and the Acquired Companies or otherwise.

Provision Regarding Legal Representation. It is acknowledged by each party Recognizing that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx Xxxxxxxx”) has retained Skadden acted as legal counsel to Sellers, the Companies and their Affiliates prior to date hereof, and that Xxxxxx Xxxxxxxx intends to act as its legal counsel in connection with the Transactions and that Skadden has not acted as counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent to each Seller and its Affiliates in such dispute even though (which will no longer include the interests of Seller Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates may be directly adverse to Purchaser(including, after the Closing, the Acquired Companies or their respective AffiliatesCompanies) to waive, and even though Skadden any conflicts arising under such representation that may have represented any of the Acquired Companies prevent Xxxxxx Xxxxxxxx from representing each Seller or any of their its Affiliates in a matter substantially related after the Closing as such representation may relate to such disputeBuyer and the Companies or the transactions contemplated hereby. In addition, or may be handling ongoing matters for Purchasernotwithstanding anything to the contrary herein, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among involving attorney-client confidences between each Seller, the Acquired Companies or any of and their respective Affiliates, on the one hand, and their counsel, including SkaddenXxxxxx Xxxxxxxx, on the other hand, that relate in any way to the Transactions course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client privileged communications confidences that belong solely to each Seller and its Affiliates (collectivelyand not the Companies). Accordingly, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs Companies shall not have access to Seller and may be controlled by Seller and, notwithstanding anything any such communications or to the contrary contained in this Agreement, shall not pass files of Xxxxxx Xxxxxxxx relating to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and such engagement from and after the Closing, none and no actions taken by each Seller or any of Purchaser, the Acquired Companies, their respective its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Person purporting to act on behalf Ancillary Agreement. Without limiting the generality of or through Purchaserthe foregoing, from and after the Acquired Companies or their respective Closing, (a) each Seller and its Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver (and not the Companies) shall be the sole holders of the attorney-client privilege or through other means. As with respect to any such Privileged Communications made prior engagement, and no Company shall be a holder thereof, (b) to the Closing Dateextent that files of Xxxxxx Xxxxxxxx in respect of such engagement constitute property of the client, Purchaser, together with only each Seller and its Affiliates (including and not the Acquired Companies), successors ) shall hold such property rights and assigns, further agrees that (c) Xxxxxx Xxxxxxxx shall have no duty whatsoever to reveal or disclose any such party may access, use attorney-client communications or rely on files to any of the Privileged Communications in Companies by reason of any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company or any of their respective Affiliates, on the one hand, and any other Person or Persons (other than a party to this Agreement or any of its respective Affiliates), on the other hand, after the Closing, such Acquired Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of relationship between Xxxxxx Xxxxxxxx and the Privileged Communications to such Person Companies or Persons; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without the prior written consent of Sellerotherwise.

Provision Regarding Legal Representation. It is acknowledged by Recognizing that each party that of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx has retained Skadden to act as its counsel in connection with the Transactions and that Skadden has not acted as legal counsel for any other party in connection with such Transactions. The parties agree that, in the event that a dispute arises after the Closing between Seller or its Affiliates, on the one hand, and Purchaser, any Acquired Company or their respective Affiliates, on the other hand, Skadden may represent Seller and its Affiliates in such dispute even though the interests of Seller and its Affiliates may be directly adverse to Purchaser, the Acquired Companies or their respective Affiliates, and even though Skadden may have represented any of the Acquired Companies or any of their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Acquired Company or any of their respective Affiliates. Purchaser further agrees that all communications among Seller, the Acquired Companies and their Affiliates prior to the date hereof, and that Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx intend to act as legal counsel to Seller and its Affiliates (which will no longer include the Acquired Companies) after the Closing, Buyer hereby waives (on its own behalf) and agrees to cause its Affiliates (including, after the Closing, the Acquired Companies) to waive, any conflicts arising under such representation that may prevent Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx from representing Seller or any of its Affiliates after the Closing, as such representation may relate to Buyer or the Acquired Companies or the transactions contemplated hereby and by the Ancillary Agreements, including in any Legal Proceeding against Buyer or the Acquired Companies. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Seller, the Acquired Companies and their respective Affiliates, on the one hand, and their counselany of Xxxxxx Xxxxxxxx, including Skadden, MWE and Xxxxx XxXxxxxx on the other hand, that relate in any way to the Transactions course of or otherwise in connection with the consideration, negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall be deemed to be attorney-client privileged communications (collectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client confidence belongs confidences that belong solely to Seller and may be controlled by Seller and, notwithstanding anything to the contrary contained in this Agreement, shall not pass to or be claimed by Purchaser, any Acquired Company or any of their Affiliates. The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, the Acquired Companies, their respective Affiliates or any Person purporting to act on behalf of or through Purchaser, the Acquired Companies or their respective Affiliates will seek to access, use or obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including and not the Acquired Companies), successors and assigns, further agrees that no such party may access, use or rely on any of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, any Acquired Company Buyer or any of their respective Affiliates, on the one hand, its Affiliates and any other Person or Persons a third party (other than a party to this Agreement or any of its their respective Affiliates), on the other hand, ) after the Closing, such the Acquired Company and its Affiliates Companies may assert the attorney-client privilege to prevent disclosure of the Privileged Communications confidential communications by each of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx to such Person third party or Personsthe use thereof by Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx in connection with its representation of such third party in such dispute; provided, however, provided that none of the no Acquired Companies nor their Affiliates Company may undertake any actions that would reasonably be expected to waive any right to attorney-client privilege or disclose any information covered by such attorney-client privilege without the prior written consent of Seller. The Acquired Companies shall not have access to any such communications or to the files of Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx relating to such engagement from and after the Closing, and no actions taken by Seller or any of its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its Affiliates (and not the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and no Acquired Company shall be a holder thereof (except as provided in the second preceding sentence), (b) such privilege shall survive the Closing and remain in full effect and shall not be deemed waived as a result of the Closing or any actions taken or not taken in connection with or following the Closing (and the Parties and their respective Affiliates agree to take all steps necessary to ensure that such privilege shall survive the Closing and remain in full effect), (c) Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not use or rely on any such communications in any Legal Proceeding against or involving Seller or any of its Affiliates or otherwise relating to the transactions contemplated hereby and by the Ancillary Agreements, (d) to the extent that files of Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Acquired Companies) shall hold such property rights (subject to the second preceding sentence) and (e) each of Xxxxxx Xxxxxxxx, MWE and Xxxxx XxXxxxxx shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Acquired Companies by reason of any attorney-client relationship between Xxxxxx Xxxxxxxx, MWE or Xxxxx XxXxxxxx and the Acquired Companies or otherwise (subject to the second preceding sentence).