Common use of Provision Respecting Legal Representation Clause in Contracts

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged Notwithstanding that Xxxxxxxxx LLP Xxxxxx Xxxxx has represented acted as legal counsel to the Partnership Conflicts Committee Acquired Companies prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated by this Agreement (the “Pre-Closing Engagement”), and recognizing that Xxxxxx Xxxxx intends to act as well as prior transactions involving legal counsel to Sellers and their respective Affiliates after the Partnership. Each PartyClosing, Purchaser hereby waives, on its own behalf and on behalf of its Other Partiesbehalf, irrevocably acknowledges and agrees to cause its Affiliates (including the Acquired Companies after the Closing) to waive, any conflicts that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made may arise in connection with the negotiation, preparation, execution and delivery of and closing under, Xxxxxx Xxxxx representing Sellers or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to of their respective Affiliates after the Closing, would as such representation may conflict with the Pre-Closing Engagement. In addition, all communications relating to the Pre-Closing Engagement and involving attorney-client confidences between Sellers, their respective Affiliates or the Acquired Companies and Xxxxxx Xxxxx shall be deemed to be a privileged communication or subject attorney-client confidences that belong solely to attorney workSellers and their respective Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not, without the Sellers’ consent, have access to the files of Xxxxxx Xxxxx relating to the Pre-product protection Closing Engagement. Without limiting the generality of the foregoing, upon and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between Closing, (a) Sellers and their respective Affiliates (and not the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them Acquired Companies) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee attorney-client privilege with respect to the related privilege. Pre-Closing Engagement, and none of the Acquired Companies shall be a holder thereof, (b) It is acknowledged to the extent that files of Xxxxxx Xxxxx in respect of the Pre-Closing Engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Acquired Companies) shall hold such property rights and (c) Xxxxxx Xxxxx L.L.P. has represented TEGP prior have no duty whatsoever to Closing in connection with this Agreement 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 Xxxxx and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information Acquired Companies or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeotherwise.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in In connection with this Agreement and the Transactionstransactions contemplated hereby, Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (“WRYP”) has acted as counsel for the Company Entities as well as prior the Sellers (collectively, the “Special Engagement”) and in connection therewith, the parties hereto other than the Buyer confirm that WRYP has not acted as counsel for any individual Seller or any other Person in connection with the transactions involving contemplated by this Agreement. (b) At the Partnership. Each Partyrequest of the other parties hereto after consultation with WRYP, on its own behalf and the Buyer, on behalf of itself and its Other PartiesAffiliates (which will include the Company Entities and their Affiliates from and after the Closing), irrevocably acknowledges expressly agrees that: (i) in all matters relating to the Special Engagement, for all purposes, only the Sellers and agrees that the Company Entities will be considered clients of WRYP; (ii) all communications between any of the Partnership Conflicts Committee Sellers, the Company Entities or their employees and officers on the one hand, and WRYP, on the other hand (which will include communications with agents and other parties with whom the attorney-client privilege is lawfully extended), in the course of or in connection with the Special Engagement, will for all purposes be deemed to be privileged attorney-client communications to the extent recognized as such under applicable Law (unless and until and to the extent any such privilege is effectively waived as provided under applicable Law) that belong solely to the Sellers and not to the Company Entities, any of their Affiliates (which include, from and after the Closing, the Buyer and its counsel Affiliates) or any other Person; (iii) all work-product and information other material produced by WRYP in the course of or documents in connection with the Special Engagement will be deemed to be attorney-client work-product (if and to the extent meeting the standards for constituting work- product under applicable Law) belonging solely to the Sellers, and not to the Company Entities, any of their Affiliates or any other Person; and (iv) none of the Buyer or any of its Affiliates has, will have or will otherwise be entitled to have any right, title or authority in or to, nor any interest in, or privilege or right to access any such communications, work-product, files or other materials of WRYP relating to the Special Engagement, whether or not the Closing has occurred, except as may be expressly granted by the Sellers to the Buyer or any of its Affiliates. Without limiting the generality of the foregoing, upon and at all times after the Closing, to the maximum extent of the Law: (A) the Sellers will be the sole holders of the attorney-client privilege with respect to the Special Engagement, and none of the Buyer or any of its Affiliates (which will include the Company Entities and their Affiliates from and after the Closing), nor any of their respective Affiliates, will be a holder thereof; (B) to the extent that files or work-product of WRYP in connection with the Special Engagement constitute client property, only the Sellers will hold all such property rights, and no other Person will have any right, title or interest therein or thereto; and (C) WRYP will have no duty whatsoever to reveal or disclose any such attorney- client communications, work-product or files to the Buyer or any of its Affiliates or any of their respective Affiliates, except as required by Law; provided, however, that this is subject to the above-referenced exceptions if the Buyer is voluntarily provided with any such material by any other party or to the extent any such privilege is effectively waived as provided under applicable Law. (c) The Buyer, on behalf of itself and its Affiliates, acknowledges the community of interest between the Company Entities and the Sellers prior to Closing in view of the fact that the Sellers hold all of Company Entities’ equity interests prior to Closing. Accordingly, the Buyer, on behalf of itself and its Affiliates, agrees that the principles that apply to the Special Engagement regarding attorney-client communications, attorney-client privilege, client files, attorney work-product protection made and disclosures will also apply to (i) the engagement of any other attorneys directly related to the Special Engagement and, (ii) the engagement of accountants and financial advisors directly related to the Special Engagement, but only to the extent any such privileges are recognized as such under applicable Law in connection therewith (the “Advisers”). In addition, any original or copies of electronic or written communications between any of the Sellers and/or the Company Entities on the one hand and WRYP or any other Adviser on the other hand, or among WRYP and any other Adviser, in connection with the negotiationSpecial Engagement will be, preparationto the extent they are recognized as privileged under applicable Law, execution the sole property of the Sellers and delivery the Sellers will destroy, erase or otherwise withhold such electronic or written communications from possession, use or review by the Buyer or its Affiliates, including the Company Entities from and after the Closing. (d) If the Sellers so desire, and without the need for any consent or waiver by the Buyer or any of its Affiliates, either WRYP or any other Adviser will be permitted to represent the Sellers after the Closing in connection with any matter, including, without limitation, anything related to this Agreement and closing underthe transactions contemplated hereby or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, WRYP and each Adviser retains the right to represent the Sellers and any of their agents or Affiliates, or any claimone or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, proceeding arbitration or obligation arising other adversary proceeding) with the Buyer or any of its Affiliates, or any of their agents under or relating to this Agreement and any transaction contemplated hereby, and any related matter, such as claims for indemnification pursuant to Article 9 and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement, which, immediately prior whether or not such matter is substantially related to the Closing, would be deemed to be a privileged communication or subject to attorney workSpecial Engagement. 27964.2-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.930031 v14 56

Provision Respecting Legal Representation. (a) It is acknowledged by each of the Parties that Xxxxxxxxx LLP has represented each of the Partnership Conflicts Committee prior Company, Sellers, and their Subsidiaries have retained Wachtell, Lipton, Xxxxx and Xxxx (“WLRK”) to Closing in connection with this Agreement and the Transactions, act as well as prior transactions involving the Partnership. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee and its their counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution transactions contemplated hereby and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would that WLRK has not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its acted as counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made for Purchaser in connection with the negotiationtransactions contemplated hereby and that Purchaser does not have the status of a client of WLRK for conflict of interest or any other purposes as a result thereof. Purchaser, preparationthe Company and Sellers hereby agree that, execution in the event that a dispute arises after the Closing between Purchaser, the Company, and/or their Affiliates on the one hand, and delivery Sellers or their respective Affiliates, on the other hand, WLRK may represent the Sellers and/or such Affiliates in such dispute even though the interests of the Sellers and/or such Affiliates may be directly adverse to Purchaser, the Company or their Affiliates, and closing undereven though WLRK may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or any of their Affiliates. The Purchaser further agrees that, as to all communications prior to Closing among WLRK, the Company, its Subsidiaries, Sellers, and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney–client privilege and the expectation of client confidence belongs to TEGNA Inc. and may be controlled by TEGNA Inc. and shall not pass to or be claimed by Purchaser, the Company or any of their Affiliates or any of the Sellers other than TEGNA Inc. or any of such other Sellers’ Affiliates. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Purchaser, the Company or any of their Affiliates, or any claimSellers other than TEGNA Inc. and/or any of their respective Affiliates, disputeon the one hand, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be and a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to third party (other than a Party or any of its Other PartiesAffiliates), shall continue after on the Closing to be a privileged communication between TEGP other hand, the Company and its counsel Affiliates or attorney work productthe other Sellers and their respective Affiliates, and neither a Partyas applicable, its Other Parties nor anyone acting or purporting may assert the attorney–client privilege to act on behalf prevent disclosure of or through them shall be entitled to use or seek to obtain the same confidential communications by any process on the grounds that the privilege attached WLRK to such communication or attorney work-product belongs to third party; provided, however, that neither the Party or Company and/or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not Affiliates nor any of the Sellers other than TEGNA Inc. and/or their respective Affiliates may waive or otherwise affect such privilege without the rights prior written consent of TEGP with respect to the related privilege.TEGNA Inc.

Provision Respecting Legal Representation. (a) It is acknowledged Each of the Parties acknowledges that Xxxxxxxxx LLP Xxxxx Xxxxx L.L.P. has represented the Partnership Conflicts Committee Parent prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving the PartnershipParent. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee Parent and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation Proceeding arising under or in connection with with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a any Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee Parent and its counsel or attorney work work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the such Party or its Other Parties and not to the Partnership Conflicts Committee Parent or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee Parent with respect to the related privilege. (b) It is acknowledged Each of the Parties acknowledges that Akin Gump Xxxxxxx Xxxxx Xxxxx L.L.P. & Xxxx LLP has represented TEGP the GP Conflicts Committee prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving TEGPthe GP Conflicts Committee. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP the GP Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation Proceeding arising under or in connection with with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a any Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP the GP Conflicts Committee and its counsel or attorney work work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the such Party or its Other Parties and not to TEGP the GP Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP the GP Conflicts Committee with respect to the related privilege. (c) For the purposes of this Section 9.12, “Other Parties” means, with respect to any Party, such Party’s officers, directors, employees, managers, members, partners and Affiliates, and their successors. [Signature page follows]

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between Hunton Xxxxxxx Xxxxx LLP (“Hunton”) is serving as counsel to the Partnership Conflicts Committee Company Members, Sellers and its Xxxx, and may serve as counsel to each and information any of the Companies, Sellers or documents subject to attorney work-product protection made Xxxx, and each of their respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the New Holding Partnership, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Hunton (or any claimsuccessor) may serve as counsel to the Seller Group or any director, disputemember, proceeding partner, officer, employee or Affiliate of the Seller Group (which will no longer include the New Holding Partnership), in connection with any litigation, claim or obligation arising under out of or in connection with relating to this AgreementAgreement or the transactions contemplated by this Agreement notwithstanding such representation, whichand each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, immediately prior and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between any of the Seller Group and their Affiliates that pertain directly to the Closingnegotiation, would documentation and consummation of the transactions contemplated hereby shall be deemed to be a privileged communication or subject attorney-client confidences that belong solely to attorney work-product protection such Seller Group and would their Affiliates (and not be subject to disclosure to a Party or its Other Partiesthe New Holding Partnership). Without limiting the generality of the foregoing, shall continue upon and after the Closing to be a privileged communication between Closing, (a) any of the Partnership Conflicts Committee Seller Group and its counsel or attorney work product, their Affiliates (and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them not the New Holding Partnership) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee attorney-client privilege with respect to such engagement, and the related privilege. New Holding Partnership shall not be a holder thereof, (b) It is acknowledged to the extent that Xxxxx Xxxxx L.L.P. has represented TEGP prior files of Hunton in respect of such engagement constitute property of the client, only the applicable Seller Groups and their Affiliates (and not the New Holding Partnership) shall hold such property rights, and (c) Hunton shall have no duty whatsoever to Closing in connection with this Agreement reveal or disclose any such attorney-client communications or files to the New Holding Partnership by reason of any attorney-client relationship between Hunton and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeNew Holding Partnership.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between the Partnership Conflicts Committee Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any Stockholder and its counsel Affiliates (individually and information or documents subject to attorney work-product protection made collectively, the “Stockholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactionsconsummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as well as counsel to the Stockholder Group or any director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior transactions involving TEGPrepresentation of the Company and its Subsidiaries and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each Party, on its own behalf Parent and the Company (on behalf of itself and its Other PartiesSubsidiaries) hereby (i) waive any claim they have or may have that Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, irrevocably acknowledges in the event that a dispute arises after the Closing between Parent, the Company or any Subsidiary and agrees that the Stockholders or any of their respective Affiliates, Xxxxxxxx & Xxxxx LLP may represent any member of the Stockholder Group in such dispute even though the interests of such Person(s) may be directly adverse to Parent, the Company or its Subsidiaries unless Xxxxxxxx & Xxxxx LLP represented the Company or its Subsidiaries in a matter (other than the Merger) substantially related to such dispute. Parent and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications between TEGP among Xxxxxxxx & Xxxxx LLP and the Company, its counsel Subsidiaries, and information or documents subject the Stockholder Group that relate in any way to attorney work-product protection made in connection the negotiations with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with Parent related to this Agreement, whichthe attorney-client privilege and the expectation of client confidence belongs to the Stockholder Group and may be controlled by the Representative (on behalf of the Stockholder Group) and will not pass to or be claimed by Parent, immediately prior the Company or any of its Subsidiaries. In the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP Company and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf Subsidiaries shall notify the Stockholder Group if such third party seeks disclosure of or through them shall be entitled to use or seek to obtain confidential communications by Xxxxxxxx & Xxxxx LLP that fall within the same by any process on the grounds privilege that the Stockholder Group has retained as described in the previous sentence; the Stockholder Group, as holder of any such attorney-client privilege, will direct the Company or any Subsidiary whether to assert the attorney-client privilege attached on its behalf, or whether to waive such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts WES Special Committee prior to Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving the PartnershipWES. Each Partyparty, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts WES Special Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party party or its Other PartiesAffiliates or Representatives, shall continue after the Closing to be a privileged communication between the Partnership Conflicts WES Special Committee and its counsel or attorney work product, and neither a Partyparty, its Other Parties Affiliates or Representatives nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party party or its Other Parties Affiliates or Representatives and not to the Partnership Conflicts WES Special Committee or its counsel. Any access thereto by a Party party or its Other Parties Affiliates or Representatives shall not waive or otherwise affect the rights of the Partnership Conflicts WES Special Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. Xxxxxxxx, Xxxxxx & Finger, P.A. has represented TEGP the WGP Special Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGPcontemplated hereby. Each Partyparty, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges and agrees that all communications between TEGP the WGP Special Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party party or its Other PartiesAffiliates or Representatives, shall continue after the Closing to be a privileged communication between TEGP the WGP Special Committee and its counsel or attorney work product, and neither a Partyparty, its Other Parties Affiliates or Representatives nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party party or its Other Parties Affiliates or Representatives and not to TEGP the WGP Special Committee or its counsel. Any access thereto by a Party party or its Other Parties Affiliates or Representatives shall not waive or otherwise affect the rights of TEGP the WGP Special Committee with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented KORE, Buyer, Merger Sub I, Merger Sub II and the Partnership Conflicts Committee prior Representative waive and will not assert, and each agrees after the Closing to cause the Acquired Companies to waive and to not assert, any conflict of interest arising out of or relating to the representation after the Closing of the Representative, the Sellers or any Affiliate thereof, or any former officer, manager, employee or director of the Acquired Companies (any such person, a “Designated Person”) in connection with any matter or action involving this Agreement, the Ancillary Agreement and or the Transactions, as well as prior transactions involving the Partnership. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or by Fox Rothschild LLP in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication Ancillary Agreement or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between Transactions (the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege“Current Representation”). (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement KORE, Buyer, Merger Sub I, Merger Sub II and the TransactionsRepresentative waive and will not assert, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and each agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP cause the Acquired Companies to waive and its counsel or attorney work productto not assert, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the attorney-client privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to any communication between Fox Rothschild LLP, on the one hand, and any Designated Person, on the other hand, arising out of or related to the Current Representation, including in connection with a dispute with KORE, Buyer or the Acquired Companies, it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege will be retained by such Designated Person; provided that nothing in this Section 10.20 shall be construed as a waiver of any attorney-client privilege. (c) Notwithstanding the foregoing, in the event that a dispute arises between an Acquired Company and any other person, the Acquired Company may assert the attorney-client privilege to prevent disclosure to such other person of confidential communications between Fox Rothschild LLP and the Acquired Company. Nothing in this Section 10.20 shall be construed as a waiver of any privilege controlled by KORE, Buyer or the Acquired Companies after the Closing, nor shall anything herein be construed to permit Fox Rothschild LLP to communicate to any Designated Person after the Closing any information subject to a privilege controlled by KORE, Buyer or the Acquired Companies (which, for the avoidance of doubt, excludes the Current Representation).

Provision Respecting Legal Representation. Acquirer (aon its behalf and, from and after the Closing, on behalf of each of the Acquired Companies and each of their respective Subsidiaries) It is acknowledged hereby waives, and agrees to cause its Affiliates to waive, any conflicts that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing may arise in connection with Sidley Austin LLP (“Sidley”) representing Seller or any Seller Related Party after the Closing as such representation may relate to Acquirer, any of the Acquired Companies or their Subsidiaries or the transactions contemplated by this Agreement Agreement. Acquirer (on its behalf and, from and after the TransactionsClosing, as well as prior transactions involving on behalf of each of the Partnership. Each Acquired Companies and each of their respective Subsidiaries) hereby agrees that, in the event that a dispute arises after the Closing between Acquirer or any Acquired Company or any of their respective Subsidiaries, on the one hand, and Seller or any Seller Related Party, on its own behalf the other hand, Sidley may represent any or all of Seller or any Seller Related Party in such dispute even though the interests of Seller or the Seller Related Parties may be directly adverse to Acquirer, any of the Acquired Companies or any of their respective Subsidiaries or Affiliates, and on behalf of its Other Partieseven though Sidley formerly may have represented the Acquired Companies and their Subsidiaries in a matter substantially related to such dispute. In addition, irrevocably acknowledges and agrees that all communications between involving attorney-client confidences of Seller, any of the Partnership Conflicts Committee and its counsel and information Acquired Companies or documents subject to attorney work-product protection made any of their respective Subsidiaries or the Seller Related Parties in connection with the course of the negotiation, preparation, execution documentation and delivery consummation of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would transactions contemplated hereby shall be deemed to be a privileged communication or subject attorney-client confidences that belong solely to attorney work-product protection Seller and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Seller Related Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties (and not to the Partnership Conflicts Committee Acquirer or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights any of the Partnership Conflicts Committee Acquired Companies or any of their respective Subsidiaries or Affiliates). Accordingly, notwithstanding anything to the contrary in this Agreement, neither Acquirer, nor (after the Closing) any of the Acquired Companies, nor any of their respective Subsidiaries, Affiliates or Representatives shall have access to any such communications, or to the files of Sidley relating to the engagement described in this Section 10.16, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and the Seller Related Parties (and not Acquirer, any Acquired Company or any of their respective Subsidiaries, Affiliates or Representatives) shall be the sole holders of the attorney-client privilege with respect to such engagement, (ii) to the related privilege. (b) It is acknowledged extent that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing the files of Sidley in connection with this Agreement respect of such engagement constitute property of the client, only Seller and the TransactionsSeller Related Parties (and not Acquirer, as well as prior transactions involving TEGP. Each Partyany Acquired Company or any of their respective Subsidiaries, on its own behalf Affiliates or Representatives) shall hold such property rights and on behalf (iii) Sidley shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Acquirer, any Acquired Company or any of its Other Partiestheir respective Subsidiaries, irrevocably acknowledges Affiliates or Representatives by reason of any attorney-client relationship between Sidley and agrees that all communications between TEGP and its counsel and information any of Acquirer, any Acquired Company or documents subject to attorney work-product protection made in connection with the negotiationany of their respective Subsidiaries, preparation, execution and delivery of and closing underAffiliates or Representatives, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeotherwise.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between Kxxxxxxx & Exxxx LLP may serve as counsel to the Partnership Conflicts Committee Representative, each and any Unitholder and their respective Affiliates (individually and collectively, the “Unitholder Group”), on the one hand, and the Company and its counsel and information or documents subject to attorney work-product protection made Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactionsconsummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx & Exxxx LLP (or any successor) may serve as well as counsel to the Unitholder Group or any director, member, partner, officer, employee or Affiliate of the Unitholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior transactions involving TEGPrepresentation of the Company and its Subsidiaries, 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. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably the parties to this Agreement hereby acknowledges and agrees that all communications prior to the Closing solely between TEGP the Unitholder Group and its counsel and information or documents subject their external legal counsel, including but not limited to attorney work-product protection Kxxxxxxx & Exxxx LLP, made in connection with the negotiation, preparation, execution execution, delivery and delivery of and closing performance under, or any claimdispute or proceeding arising out of or relating to, dispute, proceeding or obligation arising under or in connection with this Agreement, whichany agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, immediately prior or any matter relating to any of the Closingforegoing, would be deemed to be a are privileged communication or subject to attorney work-product protection communications between the Unitholder Group and would not be subject to disclosure to a Party or its Other Parties, shall continue such counsel and thereby property of the Unitholder Group and from and after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Partythe Company, its Other Parties Subsidiaries, nor anyone acting or any Person purporting to act on behalf of or through them shall be entitled to use the Company or its Subsidiaries, will seek to obtain such communications, whether by seeking a waiver of the same by attorney-client privilege or through any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeother means.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between Xxxxxxxx & Xxxxx LLP may serve as counsel to the Partnership Conflicts Committee Representative, each and any Unitholder and their respective Affiliates (individually and collectively, the “Unitholder Group”), on the one hand, and the Company and its counsel and information or documents subject to attorney work-product protection made Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactionsconsummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as well as counsel to the Unitholder Group or any director, member, partner, officer, employee or Affiliate of the Unitholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior transactions involving TEGPrepresentation of the Company and its Subsidiaries, 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. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably the parties to this Agreement hereby acknowledges and agrees that all communications prior to the Closing solely between TEGP the Unitholder Group and its counsel and information or documents subject their external legal counsel, including but not limited to attorney work-product protection Xxxxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution execution, delivery and delivery of and closing performance under, or any claimdispute or proceeding arising out of or relating to, dispute, proceeding or obligation arising under or in connection with this Agreement, whichany agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, immediately prior or any matter relating to any of the Closingforegoing, would be deemed to be a are privileged communication or subject to attorney work-product protection communications between the Unitholder Group and would not be subject to disclosure to a Party or its Other Parties, shall continue such counsel and thereby property of the Unitholder Group and from and after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Partythe Company, its Other Parties Subsidiaries, nor anyone acting or any Person purporting to act on behalf of or through them shall be entitled to use the Company or its Subsidiaries, will seek to obtain such communications, whether by seeking a waiver of the same by attorney-client privilege or through any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counselother means. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.10.05

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in In connection with this Agreement and the contemplated Transactions, Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (“WRYP”) has acted as well counsel for the Company and the Sellers (collectively, the “Engagement”) and in connection therewith, the parties hereto other than the Purchaser confirm that WRYP has not acted as prior transactions involving counsel for any individual Seller or any other Person in connection with the Partnership. Each PartyTransactions. (b) The Purchaser, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee itself and its counsel Affiliates (which will include the Company and information its Affiliates from and after the Closing), expressly agrees that: (i) in all matters relating to the Engagement, for all purposes, only the Sellers and the Company will be considered clients of WRYP; (ii) all privileged communications involving attorney-client confidences between any of the Sellers, the Company or documents subject their Affiliates on the one hand, and WRYP, on the other hand (which will include communications with agents and other parties (if and to the extent such communications meet the standards for constituting attorney-client privileged communications under applicable Law)), solely in connection with the Engagement, will for all purposes be deemed to be privileged attorney-client communications (unless and until and to the extent any such privilege is effectively waived as provided under applicable Law) that belong solely to the Sellers and not to the Company, any of its Affiliates (which include, from and after the Closing, the Purchaser and its Affiliates) or any other Person; (iii) all attorney work-product protection made produced by WRYP in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would Engagement will be deemed to be a privileged communication or subject to attorney attorney-client work-product protection (if and would not be subject to disclosure the extent meeting the standards for constituting work-product under applicable Law) belonging solely to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work productSellers, and neither a Partynot to the Company, any of its Other Parties nor anyone acting Affiliates or purporting to act on behalf any other Person; and (iv) except as set forth herein, none of the Purchaser or through them shall any of its Affiliates has, will have or will otherwise be entitled to use have any right, title or seek authority in or to, or any interest in, or privilege or right to obtain the same by access any process on the grounds that the privilege attached to such communication privileged communications or attorney work-product belongs of WRYP relating to the Party Engagement, whether or its Other Parties and not the Closing has occurred, except as may be expressly granted by the Sellers’ Representative (on behalf of the Sellers) to the Partnership Conflicts Committee Purchaser or any of its counselAffiliates. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect Without limiting the rights generality of the Partnership Conflicts Committee foregoing, upon and at all times after the Closing, to the maximum extent of the Law: (A) the Sellers will be the sole holders of the attorney-client privilege with respect to the related privilegeEngagement, and none of the Purchaser or any of its Affiliates (which will include the Company and its Affiliates from and after the Closing), or any of their respective Affiliates, will be a holder thereof; (B) to the extent that files or work-product of WRYP in connection with the Engagement constitute client property, only the Sellers will hold all such property rights, and no other Person will have any right, title or interest therein or thereto; and (C) WRYP will have no duty whatsoever to reveal or disclose any such attorney-client communications, work-product or files to the Purchaser or any of its Affiliates or any of their respective Affiliates, except (x) as required by Law, (y) if the Purchaser is voluntarily provided with any such material by any other party, or (z) to the extent any such privilege is effectively waived as provided under applicable Law. The Purchaser, on behalf of itself and its Affiliates, further agrees that privileged attorney-client communications to the extent in connection with the Engagement between the Company, Sellers and WRYP and other Advisers will not pass to, or be claimed by, the Purchaser or any of its Affiliates for any reason, including as a result of the Purchaser’s access to or based upon information stored on the Company’s servers or data from and after the Closing. (bc) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP The Purchaser, on behalf of itself and its Affiliates, acknowledges the community of interest between the Company and the Sellers prior to Closing in view of the fact that the Sellers hold all of Company’s equity interests prior to Closing. Accordingly, the Purchaser, on behalf of itself and its Affiliates, agrees that the principles that apply to the Engagement regarding attorney-client communications, attorney-client privilege, client files, attorney work-product and disclosures will also apply to the engagement of any other attorneys or service professionals directly related to the Engagement, including, other attorneys, investment bankers and accountants (the “Advisers”). In addition, any original or copies of electronic or written communications between the Sellers or the Company on the one hand and WRYP or any other Adviser on the other hand, or among WRYP and any other Adviser, in connection with the Engagement will be the sole property of the Sellers and such electronic or written communications will be destroyed, erased or otherwise withheld from possession, use or review by the Purchaser or its Affiliates, including the Company from and after the Closing. (d) If the Sellers so desire, and without the need for any consent or waiver by the Purchaser or any of its Affiliates, either WRYP or any other Adviser will be permitted to represent the Sellers after the Closing in connection with any matter, including, anything related to this Agreement and the TransactionsTransactions or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, as well as prior transactions involving TEGP. Each Partyafter the Closing, on its own behalf WRYP and on behalf each Adviser retains the right to represent the Sellers and any of its Other Partiestheir agents or Affiliates, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made any one or more of them, in connection with the any negotiation, preparationtransaction or dispute (including litigation, execution and delivery arbitration or other adversary proceedings) with the Purchaser or any of and closing underits Affiliates, or any claim, dispute, proceeding or obligation arising of their agents under or in connection with relating to this AgreementAgreement and any of the Transactions, whichand any related matter, immediately prior whether or not such matter is substantially related to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeEngagement.

Provision Respecting Legal Representation. Buyer and the Company (each on behalf of itself and its Subsidiaries) hereby (a) It is acknowledged waive any claim they have or may have that Xxxxxxxxx Xxxxxxxx & Xxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyer, the Surviving Corporation or any Subsidiary and any Equityholder, Xxxxxxxx & Xxxxx LLP may represent any member of the Equityholder Group in such dispute even though the interests of such Person(s) may be directly adverse to Buyer, the Surviving Corporation or its Subsidiaries and even though Xxxxxxxx & Xxxxx LLP may have represented the Partnership Conflicts Committee prior Company or its Subsidiaries in a matter substantially related to Closing in connection with this Agreement such dispute. Buyer and the Transactions, as well as prior transactions involving the Partnership. Each Party, on its own behalf and Company (each on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee itself and its counsel Subsidiaries) also further agree that, as to all legal communications prior to the Closing among Xxxxxxxx & Xxxxx LLP and information or documents subject the Company, its Subsidiaries, and the Equityholder Group that relate in any way to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with transactions contemplated by this Agreement, whichthe attorney-client privilege and the expectation of client confidence belongs to the Equityholder Group and shall be controlled by the Equityholders' Representative (on behalf of the Equityholder Group) and will not pass to or be claimed by Buyer, immediately prior the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee Company and its counsel or attorney work productSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, and however, that neither a Party, its Other Parties the Company nor anyone acting or purporting to act any such Subsidiary may waive such privilege without the prior written consent of the Equityholders' Representative (on behalf of the Equityholder Group). Nothing in this Section 10.15 shall amend or through them shall be entitled to use or seek to obtain modify that Letter Agreement re: Waiver of Conflict in Representation, dated July 15, 2021, by and among, Xxxxxxxx & Xxxxx LLP, Parent, the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement Company and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeother parties thereto.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in connection with this Agreement Buyer and the Transactions, as well as prior transactions involving the Partnership. Each Party, Company (on its own behalf and on behalf of its Other Partiesthe Company Group and the Sterling Company) hereby waives, irrevocably acknowledges and agrees to cause its Affiliates to waive, any conflicts that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made may arise in connection with STB representing any of the Sellers or their respective Affiliates (including the Sellers Representative) after the Closing as such representation may relate to Buyer, the Company Group or the Sterling Company or the transactions contemplated by this Agreement. Each of Buyer and the Company (on behalf of itself and the Company Group and the Sterling Company) hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates, on the one hand, and the Sellers Representative and/or the Sellers, on the other hand, STB may represent any or all of the Sellers Representative, the Sellers in such dispute even though the interests of such Sellers Representative and the Sellers may be directly adverse to Buyer or any of its respective Affiliates, and even though STB formerly may have represented the Company Group and/or the Sterling Company in a matter substantially related to such dispute. In addition, all communications involving attorney-client confidences by the Sellers or their respective Affiliates in the course of, and to the extent relating to, the negotiation, preparation, execution documentation and delivery consummation of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would transactions contemplated hereby shall be deemed to be a privileged communication attorney-client confidences that belong solely to the Sellers (and not the Company Group or subject the Sterling Company). Accordingly, the members of the Company Group, the Sterling Company and their respective Affiliates shall not have access to attorney work-product protection any such communications, or to the files of STB relating to the engagement described in this Section 10.11, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing Closing, (i) the Sellers and their respective Affiliates (and not the Company Group, the Sterling Company or any of their respective Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the members of the Company Group, the Sterling Company or any of their respective Affiliates shall be a privileged communication holder thereof, (ii) to the extent that the files of STB in respect of such engagement constitute property of the client, only the Sellers and their respective Affiliates (and not the Company Group, the Sterling Company or any of their respective Affiliates) shall hold such property rights and (iii) STB shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the members of the Company Group, the Sterling Company or any of their respective Affiliates by reason of any attorney-client relationship between STB and any of the Partnership Conflicts Committee and its counsel members of the Company Group or attorney work productthe Sterling Company; provided, and neither a Partythat none of the Sellers or their respect Affiliates may waive such privilege or exercise such property rights without the prior written consent of the Sellers Representative, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights all of the Partnership Conflicts Committee with respect to the related privilegeSellers. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts XXX Special Committee prior to Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving the PartnershipXXX. Each Partyparty, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts XXX Special Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party party or its Other PartiesAffiliates or Representatives, shall continue after the Closing to be a privileged communication between the Partnership Conflicts XXX Special Committee and its counsel or attorney work product, and neither a Partyparty, its Other Parties Affiliates or Representatives nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party party or its Other Parties Affiliates or Representatives and not to the Partnership Conflicts XXX Special Committee or its counsel. Any access thereto by a Party party or its Other Parties Affiliates or Representatives shall not waive or otherwise affect the rights of the Partnership Conflicts XXX Special Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. Xxxxxxxx, Xxxxxx & Finger, P.A. has represented TEGP the WGP Special Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGPcontemplated hereby. Each Partyparty, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges and agrees that all communications between TEGP the WGP Special Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party party or its Other PartiesAffiliates or Representatives, shall continue after the Closing to be a privileged communication between TEGP the WGP Special Committee and its counsel or attorney work product, and neither a Partyparty, its Other Parties Affiliates or Representatives nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party party or its Other Parties Affiliates or Representatives and not to TEGP the WGP Special Committee or its counsel. Any access thereto by a Party party or its Other Parties Affiliates or Representatives shall not waive or otherwise affect the rights of TEGP the WGP Special Committee with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged The Seller hereby informs the Purchaser that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee Seller and its Subsidiaries have retained Xxxxxxx to act as its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution transactions contemplated hereby and delivery of and closing under, or that Xxxxxxx has not acted as counsel for any claim, dispute, proceeding or obligation arising under or other party hereto in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection transactions contemplated hereby and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication Seller has the status of a client of Xxxxxxx for conflict of interest or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by any other purposes as a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilegeresult thereof. (b) It is acknowledged The Purchaser and the Seller hereby agree that, in the event that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with a dispute arises under this Agreement after the Closing between the Purchaser and/or its Subsidiaries on the one hand, and the Transactions, as well as prior transactions involving TEGP. Each PartySeller or its Affiliates, on the other hand, (an “Agreement Dispute”) Xxxxxxx may represent the Seller and/or such Affiliates in any Agreement Dispute even though the interests of the Seller and/or such Affiliates may be directly adverse to the Purchaser or its own behalf Subsidiaries, and on behalf even though Xxxxxxx may have represented the Purchaser or its Subsidiaries in a matter substantially related to such Agreement Dispute, or may be handling other matters for the Purchaser or any of its Other PartiesSubsidiaries. (c) The Purchaser further agrees that, irrevocably acknowledges and agrees in any Agreement Dispute, that all communications in any form or format whatsoever between TEGP and or among any of Xxxxxxx and/or Seller or its counsel and information Affiliates, or documents subject any of their respective managers, directors, officers employees or other representatives that relate in any way to attorney work-product protection made in connection with the negotiation, preparation, execution documentation and delivery consummation of and closing under, the transactions contemplated by this Agreement or any claim, dispute, proceeding or obligation dispute arising under or in connection with this AgreementAgreement (collectively, whichthe “Deal Communications”), immediately prior to the Closing, would shall be deemed to be a privileged communication or subject to attorney work-product protection retained and would not be subject to disclosure to a Party or owned collectively by the Seller and its Other PartiesAffiliates, shall continue be controlled by the Seller on behalf of the Seller and its Affiliates and shall not pass to or be claimed by the Purchaser or any of its Affiliates. All Deal Communications that are attorney–client privileged (the “Privileged Communications”) shall remain privileged after the Closing and the expectation of client confidence related thereto belongs solely to the Seller, shall be controlled by the Seller and, except as expressly provided in Section ‎10.01(d), shall not pass to or be claimed by the Purchaser or any of its Subsidiaries. (d) The Purchaser and the Seller hereby agree that the protections afforded to the Seller in Section ‎10.01(c) shall not be considered, and is not, a privileged communication between TEGP waiver by the Purchaser or its Subsidiaries of any attorney-client privilege that they may have over the Privileged Communications as against any Third Party other than the Seller and its counsel Affiliates (an “Unaffiliated Party”). In the event of a dispute between the Purchaser and/ or attorney work productits Subsidiaries, on the one hand, and neither a an Unaffiliated Party, on the other hand (an “Unaffiliated Party Suit”), the Purchaser and its Other Parties nor anyone acting Subsidiaries may assert the attorney-client privilege to prevent the disclosure of any Privileged Communications to such Unaffiliated Party. Notwithstanding anything to the contrary set forth in this Agreement, in the event that any of the Purchaser or purporting its Subsidiaries is required or requested by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity, to act on behalf produce, or otherwise to access or obtain a copy of, all or a portion of or through them a Privileged Communication, the Purchaser shall be entitled to use so produce, access or obtain such Privileged Communication, provided that, as soon as reasonably practicable following such a request or order, the Purchaser shall notify the Seller in writing so that the Seller can seek such remedy as may be available to the Seller to prevent the production or disclosure of, or access to, any of such Privileged Communications or maintain the confidentiality of any of such Privileged Communications. Where the Seller seeks such a remedy regarding such Privileged Communications in an Unaffiliated Party Suit, the Purchaser agrees to reasonably assist the Seller in seeking such remedy. (e) The Purchaser agrees that, in any Agreement Dispute, it will not, and that it will cause its Subsidiaries to not, (i) seek to obtain such Privileged Communications, whether by seeking a waiver of the same attorney-client privilege or through other means, or (ii) use or rely on any of the Privileged Communications. The Privileged Communications may be used by the Seller and/or any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or of its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP Closing Affiliates in connection with respect to the related privilegeany Agreement Dispute.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior Each Party to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyagrees, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges that Fxxxx & Lxxxxxx LLP and agrees that all communications between the Partnership Conflicts Committee international legal counsel representing the Seller in relation to the transactions contemplated by this Agreement may serve as counsel to Seller, on the one hand, and its counsel and information or documents subject to attorney work-product protection made any Transferred Entity, on the other hand, in connection with the negotiation, preparation, execution and delivery of the Transaction Agreements and closing underthe consummation of the Transactions, and that, following consummation of the Transactions, Fxxxx & Lxxxxxx LLP and the international legal counsel referred to above (or any claimsuccessor) may serve as counsel to any Seller Party or any Affiliate or Representative of any Seller Party, disputein connection with any litigation, proceeding claim or obligation arising under out of or in connection with this Agreement, which, immediately prior relating to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection Transactions and would not be subject to disclosure to a the Transaction Agreements notwithstanding such prior representation of any Transferred Entity and each Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee consents thereto and its counsel or attorney work productwaives any conflict of interest arising therefrom, and neither a Party, each Party shall cause its Other Parties nor anyone acting or purporting Affiliates and Representatives to act on behalf consent to waive any conflict of or through them shall be entitled interest arising from such representation. Each Party to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Partyagrees, on its own behalf and on behalf of its Other PartiesAffiliates and Representatives, irrevocably acknowledges that Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and agrees that all communications between TEGP and its the international legal counsel and information or documents subject representing Buyer in relation to attorney work-product protection made the transactions contemplated by this Agreement may serve as counsel to Buyer in connection with the negotiation, preparation, execution and delivery of the Transaction Agreements and closing underthe consummation of the Transactions, and that, following consummation of the Transactions, Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and the international legal counsel referred to above (or any claimsuccessor) may serve as counsel to any Buyer Party or any Affiliate or Representative of any Buyer Party (including the Transferred Entities), disputein connection with any litigation, proceeding claim or obligation arising under out of or in connection with this Agreement, which, immediately prior relating to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection Transactions and would not be subject to disclosure to a the Transaction Agreements and each Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP consents thereto and its counsel or attorney work productwaives any conflict of interest arising therefrom, and neither a Party, each Party shall cause its Other Parties nor anyone acting or purporting Affiliates and Representatives to act on behalf consent to waive any conflict of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to interest arising from such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegerepresentation.

Provision Respecting Legal Representation. (a) It is acknowledged Each of the Parties acknowledges that Xxxxxxxxx LLP Xxxxx Xxxxx L.L.P. has represented the Partnership Conflicts Committee Parent prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving the PartnershipParent. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee Parent and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation Proceeding arising under or in connection with with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a any Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee Parent and its counsel or attorney work work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the such Party or its Other Parties and not to the Partnership Conflicts Committee Parent or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee Parent with respect to the related privilege. (b) It is acknowledged Each of the Parties acknowledges that Akin Gump Xxxxxxx Xxxxx Xxxxx L.L.P. & Xxxx LLP has represented TEGP the GP Conflicts Committee prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving TEGPthe GP Conflicts Committee. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP the GP Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation Proceeding arising under or in connection with with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a any Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP the GP Conflicts Committee and its counsel or attorney work work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the such Party or its Other Parties and not to TEGP the GP Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP the GP Conflicts Committee with respect to the related privilege. (c) For the purposes of this Section 9.12, “Other Parties” means, with respect to any Party, such Party’s officers, directors, employees, managers, members, partners and Affiliates, and their successors.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between DLA Piper LLP (US) is serving as counsel to the Partnership Conflicts Committee Sellers, and its may serve as counsel to the Sellers’ Affiliates (individually and information or documents subject to attorney work-product protection made collectively, the “Seller Group”), on the one hand, and the Acquired Company Members, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, DLA Piper LLP (US) (or any claimsuccessor) may serve as counsel to the Seller Group (which will no longer include the Acquired Company Members) or any director, disputemember, proceeding partner, officer, employee or Affiliate of the Seller Group (which will no longer include the Acquired Company Members), in connection with any litigation, claim or obligation arising under out of or in connection with relating to this AgreementAgreement or the transactions contemplated by this Agreement notwithstanding such representation, whichand each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, immediately prior and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between the Sellers and their Affiliates which pertain directly to the Closingnegotiation, would documentation and consummation of the transactions contemplated hereby shall be deemed to be a privileged communication attorney-client confidences that belong solely to the Sellers and their Affiliates (and not the Acquired Company members). Accordingly, no Acquired Company Member shall have access to any such communications, or subject to attorney work-product protection the files of DLA Piper LLP (US) relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between Closing, (a) the Partnership Conflicts Committee Sellers and its counsel or attorney work product, their Affiliates (and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them not the Acquired Company Members) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee attorney-client privilege with respect to such engagement, and no Acquired Company Member shall be a holder thereof, (b) to the extent that files of DLA Piper LLP (US) in respect of such engagement constitute property of the client, only the Sellers and their Affiliates (and not the Acquired Company Members) shall hold such property rights, and (c) DLA Piper LLP (US) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Acquired Company Members by reason of any attorney-client relationship between DLA Piper LLP (US) and the Acquired Company Members. The parties acknowledge that the Notary is associated with NautaDutilh N.V., the firm that advises the Buyer in the transactions contemplated by this Agreement. With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the parties hereby explicitly agree that: (a) the Notary shall execute the Deed of Transfer and the Notary Letter and other relevant transaction documents related privilege.to this Agreement; and (b) It the Buyer and any Buyer Designee is acknowledged that Xxxxx Xxxxx L.L.P. has and may in future be assisted and represented TEGP prior by NautaDutilh N.V. in relation to Closing in connection with this Agreement and the Transactionsany documents that may be concluded, as well as prior transactions involving TEGP. Each Partyor disputes that may arise, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counseltherewith. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.55

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably parties acknowledges and agrees that all communications between Orrick has acted as counsel to the Partnership Conflicts Committee Company, the Company Stockholders and its counsel and information or documents subject to attorney work-product protection made the Stockholder Representative in connection with the negotiation, preparation, execution and delivery negotiation of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged Each of Parent, the Merger Subs and the Company hereby waives, and agrees to cause its Affiliates to waive, any conflicts of interest that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing may arise in connection with this Agreement Orrick representing any of the Company Stockholders, their respective Affiliates and/or the Stockholder Representative after the Closing. Each of Parent, the Merger Subs and the TransactionsCompany hereby agrees that, as well as prior transactions involving TEGP. Each in the event that a dispute arises after the Closing between Parent, the Company, any of their respective Affiliates or any other Indemnified Party, on its own behalf the one hand, and the Stockholder Representative and/or the Company Stockholders, on behalf the other hand, Orrick may represent any or all of the Stockholder Representative and/or the Company Stockholders in such dispute even though the interests of the Stockholder Representative and the Company Stockholders may be directly adverse to Parent or any of its Other Partiesrespective Affiliates, irrevocably acknowledges and agrees that even though Orrick formerly may have represented the Company in a matter substantially related to such dispute. (c) In addition, all communications involving attorney-client confidences between TEGP or among Orrick on the one hand and its counsel any of the Stockholder Representative, the Company Stockholders, the Company or their respective Affiliates, on the other hand, in the course of, and information or documents subject to attorney work-product protection made in connection with the extent relating to, the negotiation, preparation, execution documentation and delivery consummation of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would Transactions shall be deemed to be a privileged communication or subject attorney-client confidences (the “Privileged Deal Communications”) that belong solely to attorney work-product protection the Company Stockholders (and would not be subject to disclosure to a Party the Company or its Other PartiesAffiliates). Accordingly, Parent, the Company, any of their respective Affiliates or any other Indemnified Party shall continue not have access to the Privileged Deal Communications, or to the files of Orrick relating to the engagement described in this Section 9.14, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing to be a privileged communication between TEGP Closing, (i) the Company Stockholders and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them their respective Affiliates shall be entitled to use or seek to obtain the same by any process on sole holders of the grounds that the attorney-client privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegePrivileged Deal Communications and such engagement, and none of Parent, the Company or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that the files of Orrick in respect of such engagement constitute property of the client, only the Company Stockholders and their respective Affiliates (and not Parent, the Company or any of their respective Affiliates) shall hold such property rights and (iii) Orrick shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Parent, the Company or any of their respective Affiliates by reason of any attorney-client relationship between Orrick and the Company or any of its Affiliates; provided, however, that none of the Company Stockholders or their respect Affiliates may waive such privilege or exercise such property rights without the prior written consent of the Stockholder Representative on behalf of all of the Company Stockholders. (d) Notwithstanding the foregoing, in the event that a dispute arises between Parent and the Company, on the one hand, and a third party other than a Company Stockholder, on the other hand, Parent and the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, that Parent or the Company may not waive such privilege without the prior written consent of the Stockholder Representative, which Stockholder Representative shall not unreasonably condition, withhold or delay.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each PartyParties hereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between the Partnership Conflicts Committee each of Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP and Xxxxxx LLP is serving as counsel to Seller and its Subsidiaries, and may serve as counsel to their respective equityholders and information or documents subject to attorney work-product protection made other Affiliates (individually and collectively, the “Seller Group”) in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the Transactions, and that, following Closing and consummation of the Transactions, Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP or Xxxxxx LLP (or any claimof their respective successors) may serve as counsel to the Seller Group or any director, disputemember, proceeding partner, officer, employee or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising under out of or in connection with relating to this AgreementAgreement or the Transactions notwithstanding such representation, whichand each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, immediately prior and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between any Seller Party (including Seller) and their Affiliates which pertain directly to the Closingnegotiation, would documentation and consummation of the Transactions shall be deemed to be a privileged communication or subject attorney-client confidences that belong solely to attorney work-product protection such Seller Parties and would their Affiliates (and not be subject to disclosure to a Party or its Other Partiespart of the Business). Accordingly, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Buyer Parties shall not waive have access to any such communications, or otherwise affect to the rights files of Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP or Xxxxxx LLP relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the Partnership Conflicts Committee foregoing, upon and after the Closing, (a) the applicable Seller Parties and their Affiliates shall be the sole holders of the attorney-client privilege with respect to the related privilege. such engagement, (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closingextent that files of Xxxxxx & Xxxxxxx LLP, would be deemed to be a privileged communication Xxxxxxxxxx Xxxxxxx LLP or subject to attorney work-product protection Xxxxxx LLP in respect of such engagement constitute property of the client, only the applicable Seller Parties and would their Affiliates (and not be subject to disclosure to a Party or its Other the Buyer Parties, ) shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work producthold such property rights, and neither a Party(c) each of Xxxxxx & Xxxxxxx LLP, its Other Parties nor anyone acting Xxxxxxxxxx Xxxxxxx LLP and Xxxxxx LLP shall have no duty whatsoever to reveal or purporting to act on behalf of disclose any such attorney-client communications or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs files to the Party or its Other Buyer Parties by reason of any attorney-client relationship between Seller and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights each of TEGP with respect to the related privilegeXxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx and Xxxxxx LLP.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between Xxxxxxxx LLP (“Honigman”) may serve as counsel to each and any member of the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made Company Group in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactionsconsummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Honigman (or any successor law firm) may serve as well as prior counsel to any Stockholder or any director, member, partner, officer, employee or Affiliate of any Stockholder, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions involving TEGPcontemplated by this Agreement, 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 and waive any conflict of interest arising from such representation. Each PartyThe Purchaser further agrees, on its own behalf and on behalf of its Other PartiesAffiliates, including (following the Closing) the Company Group, that in the event Stockholder Representative assumes the defense of a third-party claim brought against a member of the Company Group in accordance with this Agreement, notwithstanding that Honigman may be representing a member of the Company Group in connection with such third-party claim, the Purchaser waives any claim of conflict of interest with respect to Xxxxxxxx’x representation of the Seller Group in connection with any dispute between the Purchaser and the Seller Group, including in connection with disputes under this Agreement, other than any dispute related to the specific third party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between TEGP any Acquired Company and its counsel the Stockholders or any other member of the Company Group, on the one hand, and information or documents subject their external legal counsel, including but not limited to attorney work-product protection Honigman, on the other hand, made in connection with the negotiation, preparation, execution execution, delivery and delivery of and closing performance under, or any claimdispute or proceeding arising out of or relating to, dispute, proceeding or obligation arising under or in connection with this Agreement, whichany agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, immediately prior or any matter relating to any of the Closingforegoing, would be deemed are privileged communications between the Acquired Companies and the Company Group and such counsel (collectively, the “Privileged Communications”). Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Acquired Companies and a third party other than a party to be a privileged communication this Agreement or subject any Stockholder, the Acquired Companies may assert the attorney or solicitor-client privilege to attorney work-product protection and would not be subject prevent disclosure of confidential communications by Honigman to disclosure to a Party or its Other Partiessuch third party; provided, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work producthowever, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall Acquired Companies may not waive or otherwise affect such privilege without the rights prior written consent of TEGP with respect to the related privilegeStockholders Representative.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in In connection with this Agreement and the Transactionstransactions contemplated hereby, Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP (“WRYP”) has acted as counsel for the Company as well as prior transactions involving the Partnership. Each PartyShareholders (collectively, on its own behalf the “Special Engagement”) and on behalf of its Other Partiesin connection therewith, irrevocably acknowledges and agrees the parties hereto other than the Buyer confirm that all communications between the Partnership Conflicts Committee and its WRYP has not acted as counsel and information for any individual Shareholder or documents subject to attorney work-product protection made any other Person in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with transactions contemplated by this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection At the request of the other parties hereto after consultation with this Agreement and WRYP, the TransactionsBuyer, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of itself and its Other PartiesAffiliates (which will include the Company and its Affiliates from and after the Closing), irrevocably acknowledges expressly agrees that: (i) in all matters relating to the Special Engagement, for all purposes, only the Shareholders and agrees that the Company will be considered clients of WRYP; (ii) all communications between TEGP any of the Shareholders, the Company or their agents on the one hand, and its counsel WRYP, on the other hand (which will include communications with agents and information other parties with whom the attorney-client privilege is lawfully extended), in the course of or documents subject to attorney work-product protection made in connection with the negotiationSpecial Engagement, preparationwill for all purposes be deemed to be privileged attorney-client communications (unless and until and to the extent any such privilege is effectively waived as provided under applicable Law) that belong solely to the Shareholders and not to the Company, execution any of its Affiliates (which include, from and delivery of after the Closing, the Buyer and closing under, its Affiliates) or any claim, dispute, proceeding or obligation arising under other Person; (iii) all work-product and other material produced by WRYP in the course of or in connection with this Agreement, which, immediately prior to the Closing, would Special Engagement will be deemed to be a privileged communication or subject to attorney attorney-client work-product protection (if and would not be subject to disclosure the extent meeting the standards for constituting work-product under applicable Law) belonging solely to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work productShareholders, and neither a Partynot to the Company, any of its Other Parties nor anyone acting Affiliates or purporting to act on behalf any other Person; and (iv) none of the Buyer or through them shall any of its Affiliates has, will have or will otherwise be entitled to use have any right, title or seek authority in or to, nor any interest in, or privilege or right to obtain the same by access any process on the grounds that the privilege attached to such communication or attorney communications, work-product belongs product, files or other materials of WRYP relating to the Party Special Engagement, whether or not the Closing has occurred, except as may be expressly granted by the Shareholders to the Buyer or any of its Other Parties Affiliates. Without limiting the generality of the foregoing, upon and not at all times after the Closing, to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights maximum extent of TEGP the Law: (A) the Shareholders will be the sole holders of the attorney-client privilege with respect to the related privilegeSpecial Engagement, and none of the Buyer or any of its Affiliates (which will include the Company and its Affiliates from and after the Closing), nor any of their respective Affiliates, will be a holder thereof; (B) to the extent that files or work-product of WRYP in connection with the Special Engagement constitute client property, only the Shareholders will hold all such property rights, and no other Person will have any right, title or interest therein or thereto; and (C) WRYP will have no duty whatsoever to reveal or disclose any such attorney-client communications, work-product or files to the Buyer or any of its Affiliates or any of their respective Affiliates, except as required by Law; provided, however, that this is subject to the above-referenced exceptions if the Buyer is voluntarily provided with any such material by any other party or to the extent any such privilege is effectively waived as provided under applicable Law.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each PartyParties hereby acknowledges, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between Xxxxx, Xxxxxx & Harcourt LLP is serving as counsel to the Partnership Conflicts Committee Vendor, and could be engaged to serve as counsel to the Vendor and its counsel Affiliates (individually and information or documents subject to attorney work-product protection made collectively, the “Vendor Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the Transactions, and that, following Closing and consummation of the Transactions, Xxxxx, Xxxxxx & Harcourt LLP (or any claimsuccessor) could be engaged to serve as counsel to the Vendor Group (which will no longer include the Company and its Subsidiaries) or any director, disputemember, proceeding partner, officer, employee or Affiliate of the Vendor Group (which will no longer include the Company and its Subsidiaries), in connection with any litigation, claim or obligation arising under out of or in connection with relating to this AgreementAgreement or the Transactions notwithstanding such representation, whichand each of the Parties hereby consents thereto and waives any conflict of interest arising therefrom, immediately and each of the Parties shall cause any controlled Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving solicitor-client privilege between the Vendor and its Affiliates made prior to the ClosingClosing which pertain directly to the negotiation, would documentation and consummation of the Transactions shall be deemed to be a privileged communication solicitor-client privileges that belong solely to the Vendor 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 subject to attorney work-product protection the files of Osler, Xxxxxx & Harcourt LLP relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between Closing: (a) the Partnership Conflicts Committee Vendor and its counsel or attorney work product, Affiliates (and neither a Party, not the Company and its Other Parties nor anyone acting or purporting to act on behalf of or through them Subsidiaries) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee solicitor-client privilege with respect to such engagement, and the related privilege.Company shall not be a holder thereof; (b) It is acknowledged to the extent that Xxxxx Xxxxx L.L.P. has represented TEGP prior files of Osler, Xxxxxx & Harcourt LLP in respect of such engagement constitute property of the client, only the Vendor and its Affiliates (and not the Company and its Subsidiaries) shall hold such property rights; and (c) Xxxxx, Xxxxxx & Harcourt LLP shall have no duty whatsoever to Closing in connection with this Agreement reveal or disclose any such solicitor-client communications or files to the Company and its Subsidiaries by reason of any solicitor-client relationship between Xxxxx, Xxxxxx & Harcourt LLP and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP Company and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeSubsidiaries.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing in connection with this Agreement Each of Parent, Merger Sub and the Transactions, as well as prior transactions involving the Partnership. Each Party, Company (on its own behalf and on behalf of its Other Partiesthe Surviving Corporation) hereby waives, irrevocably acknowledges and agrees to cause its Affiliates to waive, any conflicts that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made may arise in connection with STB representing any of the Sponsors, the Company Stockholders or their respective Affiliates (including the Equityholders’ Representative) after the Closing as such representation may relate to Parent, Merger Sub, the Company or any of its Subsidiaries or the transactions contemplated by this Agreement. Each of Parent, Merger Sub and the Company (on behalf of the Surviving Corporation) hereby agrees that, in the event that a dispute arises after the Closing between Parent, the Surviving Corporation or any of their respective Subsidiaries, on the one hand, and the Equityholders’ Representative, the Sponsors, the Company Stockholders or the Company Optionholders, on the other hand, STB may represent any or all of the Equityholders’ Representative, the Sponsors, the Company Stockholders or Company Optionholders in such dispute even though the interests of such Equityholders’ Representative, the Sponsors, the Company Stockholders or Company Optionholders may be directly adverse to Parent, the Surviving Corporation or any of their respective Affiliates, and even though STB formerly may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Parent, the Surviving Corporation or any of their respective Subsidiaries. In addition, all communications involving attorney-client confidences by the Sponsors, any Company Stockholders or their Affiliates in the course of the negotiation, preparation, execution documentation and delivery consummation of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would transactions contemplated hereby shall be deemed to be a privileged communication or subject attorney-client confidences that belong solely to attorney work-product protection such Sponsors and would Company Stockholders (and not be subject to disclosure to a Party the Surviving Corporation or its Other PartiesSubsidiaries). Accordingly, the Surviving Corporation and its Subsidiaries shall continue not have access to any such communications, or to the files of STB relating to the engagement described in this Section 10.11, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing Closing, (i) the Sponsors and the applicable Company Stockholders and their Affiliates (and not the Surviving Corporation or its Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or its Affiliates shall be a privileged communication holder thereof, (ii) to the extent that the files of STB in respect of such engagement constitute property of the client, only the applicable Sponsors, Company Stockholders and their Affiliates (and not the Surviving Corporation or its Affiliates) shall hold such property rights and (iii) STB shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Surviving Corporation or its Affiliates by reason of any attorney-client relationship between STB and any of the Partnership Conflicts Committee and Surviving Corporation or its counsel Affiliates or attorney work productotherwise; provided, and neither a Partythat no such Sponsors, its Other Parties nor anyone acting Company Stockholder or purporting to act Affiliate thereof may waive such privilege or exercise such property rights without the prior written consent of the Equityholders’ Representative, on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights all of the Partnership Conflicts Committee with respect to the related privilegeSponsors and Company Stockholders. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.

Provision Respecting Legal Representation. (a) It is acknowledged Each of the Parties acknowledges that Xxxxxxxxx LLP Xxxxx Xxxxx L.L.P. has represented the Partnership Conflicts Committee Parent prior to the Closing in connection with this Agreement and the Transactionstransactions contemplated hereby, as well as prior transactions involving the PartnershipParent. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between the Partnership Conflicts Committee Parent and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation Proceeding arising under or in connection with with, this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a any Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee Parent and its counsel or attorney work work-product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the such Party or its Other Parties and not to the Partnership Conflicts Committee Parent or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee Parent with respect to the related privilege. (b) It is acknowledged that . For the purposes of this Section 9.12, “Other Parties” means, with respect to any Party, such Party’s officers, directors, employees, managers, members, partners and Affiliates, and their successors. Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process rely on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights provisions of TEGP with respect to the related privilegethis Section 9.12.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each PartyParties hereby agrees, on its own behalf and and, as applicable, on behalf of its Other owners, directors, managers, officers, employees and Affiliates, that, following consummation of the transactions contemplated by this Agreement, Cozen X’Xxxxxx, Xxxxx Lovells (or any of its successors) (collectively, “Designated Counsel”) may serve as counsel to the Seller Indemnified Parties or any individual member thereof or any Affiliate of any member of the Seller Indemnified Parties, irrevocably acknowledges in connection with any Proceeding arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding any current or prior representation of either Company and agrees that all communications between each of the Partnership Conflicts Committee Parties hereby consents thereto and its counsel waives any conflict of interest arising therefrom, and information or documents subject each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. (b) The attorney-client privilege and attorney work-product protection made in connection with arising from the negotiationDesignated Counsel’s and such other legal counsel’s representation of any Seller, preparation, execution any of their Affiliates and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with either Company prior to the Closing concerning this Agreement, whichthe other Transaction Documents (including with respect to items disclosed in the Disclosure Letter) or the transactions contemplated hereby and thereby, immediately prior to the Closing, would be deemed to be a privileged communication or and all information and documents subject to such privilege or protection, shall belong and be assigned to and be controlled by UQF, shall not constitute an asset of either Company and may be waived only by UQF, and shall not pass or be claimed, asserted or used by any Buyer Party or either Company; provided, however, that in the event of a dispute between either Company and a third party after the Closing Date, such Company may assert the attorney-client privilege and attorney work-product protection to prevent disclosure of confidential communications to such third party. (c) Each of the Buyer Parties hereby acknowledges and would not agrees that any disclosure to, or access by, any Buyer Party of information that may be confidential or subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf claim of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the attorney-client privilege attached to such communication or attorney work-product belongs to the Party protection attaching as a result of Designated Counsel’s or its Other Parties such other legal counsel’s representation of any Seller, any of their Affiliates and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately either Company prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would Closing will not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive prejudice or otherwise affect the rights constitute a waiver of TEGP with respect to the related privilege.any claim of such privilege or protection. 92 LEGAL\67828860\11 [Signature page follows]

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges members, partners, officers, employees and agrees Affiliates, that all communications between DLA Piper LLP (US) is serving as counsel to Seller, and may serve as counsel to Seller’s Affiliates (individually and collectively, the Partnership Conflicts Committee “Seller Group”), on the one hand, and its counsel and information or documents subject to attorney work-product protection made the Acquired Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, DLA Piper LLP (US) (or any claimsuccessor) may serve as counsel to the Seller Group (which will no longer include the Acquired Company) or any director, disputemember, proceeding partner, officer, employee or Affiliate of the Seller Group (which will no longer include the Acquired Company), in connection with any litigation, claim or obligation arising under out of or in connection with relating to this AgreementAgreement or the transactions contemplated by this Agreement notwithstanding such representation, whichand each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, immediately prior and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between Seller and its Affiliates that pertain directly to the Closingnegotiation, would documentation and consummation of the transactions contemplated hereby shall be deemed to be a privileged communication attorney-client confidences that belong solely to Seller and its Affiliates (and not the Acquired Company). Accordingly, neither Buyer nor any of its Affiliates or subject Representatives shall have access to attorney work-product protection any such communications, or to the files of DLA Piper LLP (US) relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee Closing, (a) Seller and its counsel or attorney work product, Affiliates (and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them not the Acquired Company) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee attorney-client privilege with respect to such engagement, and the related privilege. Acquired Company shall not be a holder thereof, (b) It is acknowledged to the extent that Xxxxx Xxxxx L.L.P. has represented TEGP prior files of DLA Piper LLP (US) in respect of such engagement constitute property of the client, only Seller and its Affiliates (and not the Acquired Company) shall hold such property rights, and (c) DLA Piper LLP (US) shall have no duty whatsoever to Closing in connection with this Agreement reveal or disclose any such attorney-client communications or files to the Acquired Company by reason of any attorney-client relationship between DLA Piper LLP (US) and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeAcquired Company.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior Parties to Closing in connection with this Agreement and the Transactionshereby agrees, as well as prior transactions involving the Partnership. Each Party, on its own behalf and including on behalf of its Other PartiesAffiliates, irrevocably acknowledges that Xxxxxxx Xxxx LLP is serving as counsel to Seller and agrees that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made Company, in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and closing underthe consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Xxxxxxx Xxxx LLP (or any claimsuccessor) may serve as counsel to Seller or any Affiliate of Seller (which will no longer include the Company), disputein connection with any Action, proceeding claim or obligation arising under out of or in connection with relating to this Agreement or the transactions contemplated by this Agreement, whichand each of the Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, immediately prior and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all pre-Closing communications involving attorney-client confidences with or among Seller and the Company on one hand, and Xxxxxxx Xxxx LLP on the other hand, that pertain to the Closingnegotiation, would documentation and consummation of the transactions contemplated hereby (“Privileged Communications”) shall be deemed to be a privileged communication or subject attorney-client confidences that belongs solely to attorney work-product protection Seller (and would not be subject the Company). Accordingly, the Company shall not have access to disclosure to a Party or its Other Parties, shall continue any Privileged Communications after the Closing to be a privileged communication shall have occurred. The Parties hereto acknowledge and agree that Privileged Communications do not include communications between the Partnership Conflicts Committee and its counsel or attorney work productCompany, on the one hand, and neither a PartyXxxxxxx Xxxx LLP, its Other Parties nor anyone acting on the other hand, relating to general business matters of the Company so long as such general business matters were not prepared specifically for, or purporting to act on behalf otherwise relate to, transactions contemplated by this Agreement. Without limiting the generality of or through them the foregoing, upon and after the Closing, (a) Seller (and not the Company) shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holder of the Partnership Conflicts Committee attorney-client privilege with respect to such engagement, and the related privilege. Company shall not be a holder thereof, (b) It to the extent that files of Xxxxxxx Xxxx LLP that constitute Privileged Communications, only Seller (and not the Company) shall hold such property rights thereto, and (c) Xxxxxxx Xxxx LLP shall have no duty whatsoever to reveal or disclose any such Privileged Communications to the Company by reason of any attorney-client relationship between Xxxxxxx Xxxx LLP and the Company. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Buyer or its Affiliates (including the Company), on the one hand, and a third party other than Seller or its Affiliates, on the other hand, Buyer and its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates (including the Company) may waive such privilege without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer or any of its Affiliates (including the Company) is acknowledged legally required by Governmental Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Buyer’s counsel, then Buyer shall immediately (and, in any event, within ten (10) Business Days) notify Seller in writing so that Xxxxx Xxxxx L.L.P. has represented TEGP prior Seller can seek a protective order. In addition, each of the Parties to Closing this Agreement waives, and agrees to cause the Company to waive, any conflict that may arise in connection with this Agreement (y) Xxxxxxx Xxxx LLP’s representing Seller after the Closing and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject (z) any fact known to attorney work-product protection made Xxxxxxx Xxxx LLP in connection with the negotiationany such representation, preparationincluding any Privileged Communications, execution and delivery of and closing underwhich waiver shall apply in all cases, or any claim, dispute, proceeding or obligation arising under or including in connection with this Agreement, which, immediately prior any Action in any way related to a dispute with Buyer or the Company following the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to the disclosure to a Party or its Other Partiesof any such fact, shall continue after as Seller deems appropriate, in connection with any process undertaken for the Closing to be a privileged communication between TEGP resolution of such dispute. This Section 12.11 is for the benefit of Seller and its counsel or attorney work productXxxxxxx Xxxx LLP, and neither a PartyXxxxxxx Xxxx LLP is an intended third-party beneficiary of this Section 12.11. This Section 12.11 will be irrevocable, its Other Parties nor anyone acting and no term of this Section 12.11 may be amended, waived or purporting to act on behalf modified, without the prior written consent of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties Buyer, Seller and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeXxxxxxx Xxxx LLP.

Provision Respecting Legal Representation. (a) It is acknowledged that Xxxxxxxxx LLP has represented Each of the Partnership Conflicts Committee prior parties to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving the Partnership. Each Partyhereby agrees, on its own behalf and on behalf of its Other Partiesdirectors, irrevocably acknowledges managers, members, partners, officers, employees and agrees Affiliates, that all communications between Xxxxxxxx LLP (“Honigman”) may serve as counsel to each and any member of the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made Securityholder Group in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactionsconsummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Honigman (or any successor law firm) may serve as well as prior counsel to any Securityholder or any director, manager, member, partner, officer, employee or Affiliate of any Securityholder, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions involving TEGPcontemplated by this Agreement, 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 and waive any conflict of interest arising from such representation. Each PartyPurchaser further agrees, on its own behalf and on behalf of its Other PartiesAffiliates, including the Securityholder Group following the Closing, that in the event the Securityholder Representative assumes the defense of a third-party claim brought against a member of the Securityholder Group in accordance with this Agreement, notwithstanding the fact that Honigman may be representing a member of the Securityholder Group in connection with such third-party claim, Purchaser waives any claim of conflict of interest with respect to Xxxxxxxx’x representation of the Securityholder Group in connection with any dispute between Purchaser and the Securityholder Group, including in connection with disputes under this Agreement, other than any dispute related to the specific third-party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between TEGP any Acquired Company and its counsel the Securityholders or any other member of the Securityholder Group, on the one hand, and information or documents subject to attorney work-product protection their external legal counsel, including Honigman, on the other hand, made in connection with the negotiation, preparation, execution execution, delivery and delivery of and closing performance under, or any claimdispute or proceeding arising out of or relating to, dispute, proceeding or obligation arising under or in connection with this Agreement, whichany agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, immediately prior or any matter relating to any of the Closingforegoing, would be deemed to be a are privileged communication or subject to attorney work-product protection communications between the Acquired Companies and would not be subject to disclosure to a Party or its Other Partiesthe Securityholder Group and such counsel (collectively, shall continue the “Privileged Communications”) and thereby property of the Securityholders, and from and after the Closing to be a privileged communication between TEGP and its counsel none of Purchaser, any Acquired Company or attorney work product, and neither a Party, its Other Parties nor anyone acting or any Person purporting to act on behalf of or through them shall be entitled to use Purchaser or any Acquired Company will seek to obtain or otherwise access such communications, whether by seeking a waiver of the same by attorney-client privilege or through any process on the grounds that the privilege attached other means. As to any such communication or attorney work-product belongs Privileged Communications prior to the Party Closing Date, Purchaser and the Acquired Companies, together with any of their respective Affiliates, Subsidiaries, successors or its Other Parties and not to TEGP assigns, further agree that no such party may use or its counsel. Any access rely on any of the Privileged Communications in any action against or involving any of the parties thereto by a Party or its Other Parties shall not waive or otherwise affect after the rights of TEGP with respect to the related privilegeClosing.

Provision Respecting Legal Representation. Purchaser (aon its behalf and, from and after the Closing, on behalf of each member of the Company Group) It is acknowledged hereby waives, and agrees to cause its Affiliates to waive, any conflicts that Xxxxxxxxx LLP has represented the Partnership Conflicts Committee prior to Closing may arise in connection with JW representing the Sellers or any Seller Related Party after the Closing as such representation may relate to Purchaser, any member of the Company Group or the transactions contemplated by this Agreement Agreement. Purchaser (on its behalf and, from and after the TransactionsClosing, as well as prior transactions involving on behalf of the Partnership. Each Company Group) hereby agrees that, in the event that a dispute arises after the Closing between Purchaser or any member of the Company Group, on the one hand, and Sellers or any Seller Related Party, on the other hand, JW may represent any or all of Sellers or any Seller Related Party in such dispute even though the interests of Sellers or the Seller Related Parties may be directly adverse to Purchaser, the Company Group or any of their respective Affiliates. In addition, all privileged communications by Sellers, any Company Group member or the Seller Related Parties that reasonably related to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be privileged communications that belong solely to Sellers and the Seller Related Parties (and not Purchaser or any Company Group member). Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and the Seller Related Parties (and not Purchaser, any Company Group member or their respective Affiliates) shall be the sole holders of the attorney-client privilege with respect to such protected communications, and none of Purchaser, the Company Group members or their respective Affiliates shall be a holder thereof, and (ii) to the extent that the files of JW in respect of such engagement constitute property of the client, only Sellers and the Seller Related Parties (and not Purchaser, the Company Group or their respective Affiliates) SHARE PURCHASE AND SALE AGREEMENT Page 57 shall hold such property rights. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its own behalf Affiliates, on the one hand, and a third party other than a Party, on the other hand, (i) any member of the Company Group may assert the attorney-client privilege to prevent disclosure of such privileged communications to such third party and (ii) NPH, on behalf of its Other Partiesitself and NTD, irrevocably acknowledges and agrees that all shall not unreasonably withhold consent to a waiver of attorney-client privilege to permit the disclosure of privileged communications between to Purchaser or the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made Company Group in connection with the negotiation, preparation, execution and delivery defense of and closing under, or any claim, such dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of the Partnership Conflicts Committee with respect to the related privilege. (b) It is acknowledged that Xxxxx Xxxxx L.L.P. has represented TEGP prior to Closing in connection with this Agreement and the Transactions, as well as prior transactions involving TEGP. Each Party, on its own behalf and on behalf of its Other Parties, irrevocably acknowledges and agrees that all communications between TEGP and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilege.SHARE PURCHASE AND SALE AGREEMENT Page 58

Provision Respecting Legal Representation. (a) It is acknowledged by each of the parties hereto that Xxxxxxxxx the Company has retained Ropes & Xxxx LLP has represented the Partnership Conflicts Committee prior (“Ropes”) to Closing act as its counsel in connection with this Agreement the Transactions and that Ropes has not acted as counsel for any other party hereto in connection with the Transactions (the “Acquisition Engagement”). Each of Acquirer and the TransactionsCompany hereby agrees that, as well as prior transactions involving in the Partnership. Each Partyevent that a dispute arises after the Closing between Acquirer, the Surviving Corporation or any of their respective subsidiaries, on the one hand, and the Company Securityholders, on the other hand, Ropes may represent any or all of the Company Securityholders in such dispute even though the interests of the Company Securityholders may be directly adverse to Acquirer, the Surviving Corporation or any of their respective subsidiaries, without the need for any future waiver or consent, and even though Ropes formerly may have represented the Company or any of the Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if Ropes previously had handled or, at the time of such dispute, is handling any ongoing matters substantially related to such dispute for Acquirer, the Surviving Corporation or any of their respective subsidiaries. To the extent that any communication between the Company or the Subsidiaries, on the one hand, and Ropes, on the other hand, directly relates to the Acquisition Engagement and such dispute, such communication shall, for so long as the confidentiality of such communication is preserved by the parties thereto, be deemed to be attorney-client confidences that belong solely to the Company Securityholders, and not the Company or Surviving Corporation (“Confidential Communications”). Neither Acquirer nor any of its own Affiliates, including the Surviving Corporation, shall have access to (and Acquirer hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any files or work product of Ropes, to the extent that they include Confidential Communications, whether or not the Closing occurs. Without limiting the generality of the foregoing, Acquirer acknowledges and agrees, for itself and on behalf of its Other PartiesAffiliates, irrevocably acknowledges including the Surviving Corporation, upon and agrees that all communications between the Partnership Conflicts Committee and its counsel and information or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to after the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection : (i) the Company Securityholders and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between the Partnership Conflicts Committee and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them Ropes shall be entitled to use or seek to obtain the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to the Partnership Conflicts Committee or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights sole holders of the Partnership Conflicts Committee attorney-client privilege with respect to the related privilege. Confidential Communications, and neither Acquirer nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof, (bii) It is acknowledged to the extent that Xxxxx Xxxxx L.L.P. has represented TEGP prior files or work product of Ropes in respect of the Acquisition Engagement constitute property of the client, only the Company Securityholders shall hold such property rights and have the right to Closing in connection waive or modify such property rights with this Agreement respect to the Confidential Communications and (iii) Ropes shall have no duty whatsoever to reveal or disclose any such Confidential Communications to Acquirer or any of its Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between Ropes and the TransactionsCompany or otherwise; provided that, as well as prior transactions involving TEGPto the extent any communication includes Confidential Communications, Ropes shall provide appropriately redacted versions of such communications, files or work product to Acquirer or its Affiliates, including the Surviving Corporation. Each PartyNotwithstanding anything to the contrary in the foregoing, in the event that a dispute arises between any of Acquirer or the Surviving Corporation or their Affiliates, on its own behalf the one hand, and any of the Company Securityholders, on the other hand, concerning the matters contemplated in this Agreement, Acquirer, for itself and on behalf of its Other PartiesAffiliates and the Surviving Corporation and its Affiliates, irrevocably acknowledges and agrees that all communications between TEGP Acquirer, the Surviving Corporation and its counsel and information their Affiliates shall not offer into evidence or documents subject to attorney work-product protection made in connection with the negotiation, preparation, execution and delivery of and closing under, or any claim, dispute, proceeding or obligation arising under or in connection with this Agreement, which, immediately prior to the Closing, would be deemed to be a privileged communication or subject to attorney work-product protection and would not be subject to disclosure to a Party or its Other Parties, shall continue after the Closing to be a privileged communication between TEGP and its counsel or attorney work product, and neither a Party, its Other Parties nor anyone acting or purporting to act on behalf of or through them shall be entitled otherwise attempt to use or seek to obtain assert Confidential Communications against the same by any process on the grounds that the privilege attached to such communication or attorney work-product belongs to the Party or its Other Parties and not to TEGP or its counsel. Any access thereto by a Party or its Other Parties shall not waive or otherwise affect the rights of TEGP with respect to the related privilegeCompany Securityholders.