Common use of Provision Respecting Representation of Company Clause in Contracts

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP may serve as counsel to each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx & Exxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller 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 representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. In addition, (a) all communications between any member of the Seller Group or any of their respective Affiliates, directors, officers, employees or representatives, on the one hand, and Kxxxxxxx & Exxxx LLP, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications, (b) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group and (c) to the extent the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protection.

Provision Respecting Representation of Company. Each of the parties Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx & Exxxx Xxxxxxx Procter LLP has been retained by, and may serve as counsel to to, each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller Stockholders and CCP II Feeder II – AQSRO, L.P. Optionholders and their controlling respective Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxx Procter LLP has not acted as counsel for any other Party hereto in connection with the Transactions and that none of the other Parties hereto has the status of a client of Xxxxxxx Procter LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx & Exxxx Xxxxxxx Procter LLP (or any successorof its successors) may serve as counsel to the Seller Group or any director, membershareholder, partner, manager, member, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties Parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably expressly waives any conflict of interest arising therefrom, and each of such parties shall Parties will cause any Affiliate thereof to consent to irrevocably expressly waive any conflict of interest arising from such representation. Buyer, the Company and the Seller Group hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Group or their respective Affiliates, on the other hand, Xxxxxxx Procter LLP may represent the Seller Group and/or such Affiliates in such dispute even though the interests of the Seller Group and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxx Procter LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ax) all communications between prior to the Effective Time among any member of the Seller Group or Group, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxxxx Procter LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group and (cz) to the extent the Purchaser Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Group or Xxxxxxx Procter LLP after the Closing. The Protected Seller Communications may be used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between the Surviving Corporation and its Affiliates, on the one hand, and a third party other than the Seller Group (solely in their capacity as equityholders of the Company or the Representative), on the other hand, the Surviving Corporation and its Affiliates may assert the attorney‑client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. The Buyer Parties and the Seller Parties expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group and the Seller Group, respectively, that the agreements contained in this Section 10.03 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law and will not be subject to any of the survival or exclusive remedy provisions of Section 10.01; and (ii) are an integral part of the Transactions and that, without the agreements set forth in this Section 10.03, none of the Parties would enter into this Agreement and the Company would not recommend approval of this Agreement to the Stockholders.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LOCKUP Global Law, LLP (“LOCKUP Global Law”) may serve as counsel to each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates the Company Stockholders (individually and collectively, the “Seller Group”), on the one hand, and the Company and its SubsidiariesCompany, on the other hand, in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx & Exxxx LLP (or any successor) LOCKUP Global Law may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller 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 representation or any continued representation of the Surviving Company or any of its Subsidiaries, and each with respect to the matters described in Section 7.13 (“Surviving Company Trademark Matter”). Each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably and waive any conflict of interest arising from such representation. In addition, (a) all communications involving attorney-client confidences between any member of the Seller Group or any of Company Stockholders and the Company and their respective Affiliates, directors, officers, employees or representatives, on the one hand, and Kxxxxxxx & Exxxx LLPLKP Global Law, on the other hand, made in connection with the course of the negotiation, preparation, execution, delivery documentation and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale consummation of the Company (the “Protected Seller Communications”), transactions contemplated hereby shall be deemed to be privileged attorney-client confidences that belong solely to the Company Stockholders and confidential communicationstheir respective Affiliates (but not the Company or the Surviving Company, except with respect to the Surviving Company Trademark Matter). Accordingly, the Surviving Company shall not have access to any such communications or to the files of LKP Global Law relating to such engagement from and after the Effective Time, except with respect to the Surviving Company Trademark Matter. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the Company Stockholders and their respective Affiliates (but not the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the Surviving Company shall not be a holder thereof except with respect to the Surviving Company Trademark Matter, (b) all rights to the extent that files of LKP Global Law in respect of such Protected Seller Communications, and the control engagement constitute property of the confidentiality client, only the Company Stockholders and privilege applicable theretotheir respective Affiliates (but not the Surviving Company, except with respect to the Surviving Company Trademark Matter) shall be retained by the Seller Group hold such property rights and (c) LKP Global Law shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the extent Surviving Company by reason of any attorney-client relationship between LKP Global Law and the Purchaser Company or any otherwise, except with respect to the Surviving Company Trademark Matter. This Section 7.8 will be irrevocable, and no term of its Affiliates (including this Section 7.8 may be amended, waived or modified, without the prior written consent of LKP Global Law. The parties hereby understand that LKP Global Law, the Company and its Subsidiaries after the Closing) should discover Company Stockholders are relying explicitly on the foregoing provisions in its possession after the Closing entering into this Agreement and any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionother related Transaction Documents.

Provision Respecting Representation of Company. Each of the parties Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx & Exxxx Xxxxxxx Procter LLP has been retained by, and may serve as counsel to to, each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller the Optionholders and CCP II Feeder II – AQSRO, L.P. Stockholders and their controlling respective Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement, (b) that Xxxxxxx Procter LLP has not acted as counsel for any other Party hereto in connection with the Transactions and the consummation that none of the transactions contemplated hereby, other Parties hereto has the status of a client of Xxxxxxx Procter LLP for conflict of interest or any other purposes as a result thereof and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx & Exxxx Xxxxxxx Procter LLP (or any successorof its successors) may serve as counsel to the Seller Group or any director, membershareholder, partner, manager, member, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties Parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably expressly waives any conflict of interest arising therefrom, and each of such parties shall Parties will cause any Affiliate thereof to consent to irrevocably expressly waive any conflict of interest arising from such representation. Buyer, the Company and the Seller Group hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Group or their respective Affiliates, on the other hand, Xxxxxxx Procter LLP may represent the Seller Group and/or such Affiliates in such dispute even though the interests of the Seller Group and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxx Procter LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ax) all communications between prior to the Effective Time among any member of the Seller Group or Group, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxxxx Procter LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group and (c) to the extent the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionGroup.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx & Exxxx Xxxxxxx Coie LLP has been retained by, and may serve as counsel to to, each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. the Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates (individually and collectively, the “Seller Group”)Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxx Coie LLP has not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of Xxxxxxx Coie LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx & Exxxx Xxxxxxx Coie LLP (or any successorof its successors) may serve as counsel to the any Seller Group Parties or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller GroupParties, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall will cause any Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. Buyer, the Company and any Seller Parties hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and any Seller Parties or their respective Affiliates, on the other hand, Xxxxxxx Coie LLP (or any of its successors) may represent any Seller Parties, and/or such Affiliates in such dispute even though the interests of any Seller Parties, and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxx Coie LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ai) all communications between prior to the Closing among any member of the Seller Group or Parties, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxxxx Coie LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (bii) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the any Seller Group and Parties, (ciii) to the extent any member of the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) Buyer Group should discover in its possession after the Closing any Protected Seller Communications, it shall will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the RepresentativeSellers, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection, and (iv) Seller Representative (A) will have the right to take possession and control of all Protected Seller Communications effectively as of the Closing and (B) if and to the extent Seller Representative fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 11.03), then Seller Representative will have the right to access and copy, from time to time, any Protected Seller Communication in the possession or control of any member of the Buyer Group from and after the Closing, during normal business hours and on not less than 48 hours’ prior written notice, as Seller Representative reasonably determines may be necessary or desirable in connection with any post-Closing legal proceeding, whether or not such matter is known to any member of the Buyer Group. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Parties or Xxxxxxx Coie LLP after the Closing. The Protected Seller Communications may be used by any Seller Parties and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Company and its Affiliates, on the one hand, and a third party other than any Seller Parties (solely in their capacity as equityholders of the Company), on the other hand, the Company and its Affiliates may assert the attorney-client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. Buyer and the Seller Parties knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group and any Seller Parties, respectively, that the agreements contained in this Section 11.03 (y) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law and will not be subject to any of the survival or exclusive remedy provisions of Section 11.01; and (z) are an integral part of the Transactions and that, without the agreements set forth in this Section 11.03, none of the parties would enter into this Agreement.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx Debevoise & Exxxx Xxxxxxxx LLP may serve as counsel to each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller and CCP II Feeder II – AQSRO, L.P. Fully-Diluted Stockholders and their controlling respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and its the Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx Debevoise & Exxxx Xxxxxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller 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 representation or any continued representation of the Company or any of its and/or the Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably and waive any conflict of interest arising from such representation. In addition, (a) all communications involving attorney-client confidences between any member direct and indirect holders of Common Stock, the Seller Group or any of Company and the Subsidiaries and their respective Affiliates, directors, officers, employees or representatives, on the one hand, and Kxxxxxxx Debevoise & Exxxx Xxxxxxxx LLP, on the other hand, made in connection with the course of the negotiation, preparation, execution, delivery documentation and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale consummation of the Company (the “Protected Seller Communications”), transactions contemplated hereby shall be deemed to be privileged attorney-client confidences that belong solely to the direct and confidential communicationsindirect holders of Common Stock and their respective Affiliates (but not the Company, the Surviving Corporation or the Subsidiaries). Accordingly, the Surviving Corporation and the Subsidiaries shall not have access to any such communications or to the files of Debevoise & Xxxxxxxx LLP relating to such engagement from and after the Effective Time. Without limiting the generality of the foregoing, from and after the Effective Time, (a) the direct and indirect holders of Common Stock and their respective Affiliates (but not the Surviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) all rights to the extent that files of Debevoise & Xxxxxxxx LLP in respect of such Protected Seller Communicationsengagement constitute property of the client, only the direct and indirect holders of Common Stock and their respective Affiliates (but not the Surviving Corporation and the control of the confidentiality and privilege applicable thereto, Subsidiaries) shall be retained by the Seller Group hold such property rights and (c) Debevoise & Xxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the extent the Purchaser Surviving Corporation or any of its Affiliates (including the Subsidiaries by reason of any attorney-client relationship between Debevoise & Xxxxxxxx LLP and the Company and its or any of the Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copiesor otherwise. This Section 10.17 will be irrevocable, and shall not by reason thereof assert any loss no term of confidentiality this Section 10.17 may be amended, waived or privilege protectionmodified, without the prior written consent of Debevoise & Xxxxxxxx LLP.

Provision Respecting Representation of Company. Each of the parties (including each Seller) to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP may serve have served as counsel to each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller one or more Sellers and CCP II Feeder II – AQSRO, L.P. one or more holders of Options and their controlling respective Affiliates (individually and collectively, the “"Seller Group”"), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, and thateach member of the Seller Group consents to and waives any conflict of interest arising from such multi-party representation. In addition, each of the parties hereto (including each Seller) acknowledge and agree that following consummation of the transactions contemplated hereby, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of the Seller Group and advise any member such Persons in respect of the Seller Group, post-closing adjustments contemplated by Section 1E hereof and/or provide legal advice from time to time to any such Person in connection with any litigation, claim or obligation arising out respect of or relating to the interpretation of this Agreement or and the transactions contemplated by this Agreementrights, notwithstanding such representation or any continued representation obligations and remedies of the Company or various interestholders hereunder and/or under any of its Subsidiariesthe agreements contemplated hereby; provided, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties that Xxxxxxxx & Xxxxx LLP shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. In addition, (a) all communications between not represent any member of the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in any litigation against Buyer, the Company and/or any of their respective Affiliates, directors, officers, employees or representatives, on Subsidiaries with respect to the one hand, transactions contemplated by this Agreement. Each Seller that has not expressly retained Xxxxxxxx & Xxxxx LLP acknowledges and Kxxxxxxx agrees that Xxxxxxxx & Exxxx LLP, on Xxxxx LLP has been retained to represent the other hand, made Company (and not such Seller) in connection with the negotiationtransactions contemplated hereby, preparation, execution, delivery such Seller has been afforded the opportunity to review this Agreement with such Seller's attorneys and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications, (b) all rights to such Protected Seller Communicationsadvisors, and the control of the confidentiality and privilege applicable thereto, shall be retained by the that such Seller Group and (c) does not have an attorney-client arrangement with Xxxxxxxx & Xxxxx LLP with respect to the extent the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectiontransactions contemplated hereby.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agreesagrees (a) that Xxxxxxxx & Xxxxx LLP and Xxxxxxx Xxxxxx & Green, on its own behalf P.C. have been retained by, and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP may serve as counsel to to, each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller Stockholders and CCP II Feeder II – AQSRO, L.P. Optionholders and their controlling respective Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxxx & Xxxxx LLP and Xxxxxxx Xxxxxx & Green, P.C. have not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of Xxxxxxxx & Xxxxx LLP or Xxxxxxx Xxxxxx & Green, P.C. for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP or Xxxxxxx Xxxxxx & Green, P.C. (or any successorof their respective successors) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim or obligation Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representationTransactions. In addition, Buyer agrees that (ax) all communications between prior to the Effective Time among any member of the Seller Group or Group, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx Xxxxxxxx & Exxxx LLPXxxxx LLP or Xxxxxxx Xxxxxx & Green, on the other hand, made in connection with P.C. that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, communications and (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group. The Protected Seller Communications may be used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between the Surviving Corporation and its Affiliates, on the one hand, and a third party other than the Seller Group (solely in their capacity as equityholders of the Company or the Representative), on the other hand, the Surviving Corporation and its Affiliates may assert the attorney-client privilege with 75 respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. The Buyer Parties and the Seller Parties knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group and (c) the Seller Group, respectively, that the agreements contained in this Section 11.03 are an integral part of the Transactions and that, without the agreements set forth in this Section 11.03, neither party would enter into this Agreement and the Company would not recommend approval of this Agreement to the extent the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectionStockholders.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx & Exxxx Xxxxxxx Coie LLP has been retained by, and may serve as counsel to to, each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. the Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates (individually and collectively, the “Seller Group”)Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxx Xxxx LLP has not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of Xxxxxxx Xxxx LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx & Exxxx Xxxxxxx Coie LLP (or any successorof its successors) may serve as counsel to the any Seller Group Parties or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller GroupParties, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall will cause any Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. Buyer, the Company and any Seller Parties hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and any Seller Parties or their respective Affiliates, on the other hand, Xxxxxxx Coie LLP (or any of its successors) may represent any Seller Parties, and/or such Affiliates in such dispute even though the interests of any Seller Parties, and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxx Coie LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Xxxxx agrees that (ai) all communications between prior to the Closing among any member of the Seller Group or Parties, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxxxx Coie LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions, and that are considered to be entitled to the legal privilege for attorney-client communications under applicable Law and professional rules (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (bii) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by any Seller Parties, (iii) the Buyer Group shall not have access to any such Protected Seller Group Communications, and (c) to the extent the Purchaser or any of its Affiliates (including the Buyer will cause Company and its Subsidiaries after to, at the Closing) should discover in its possession after the Closing any Protected Seller CommunicationsSellers’ sole cost and expense, it shall take reasonable steps best efforts, no less than those required by Buyer’s existing policies and practices, to preserve the confidentiality thereof of all Protected Seller Communications it discovers in its possession and promptly deliver the same to the RepresentativeSellers, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection, (iv) Xxxxxxx Coie LLP shall have no duty whatsoever to reveal or disclose any Protected Seller Communications to the Company or its Subsidiaries by reason of any attorney-client relationship between Xxxxxxx Coie LLP and the Company and its Subsidiaries, and (v) Seller Representative will have the right, at the Seller Representative’s sole cost and expense, to take possession and control of all Protected Seller Communications effective as of the Closing pursuant to Section 7.01; provided, that, for the avoidance of doubt, Buyer and its Affiliates (including the Company and its Subsidiaries) shall not be required by Sections 11.03(iii) or (v) to expend material funds, incur any material burden or take actions that would materially impair the operations of their businesses. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Parties or Xxxxxxx Coie LLP after the Closing. The Protected Seller Communications may be used by any Seller Parties and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Company and its Affiliates, on the one hand, and a third party other than any Seller Parties (solely in their capacity as equityholders of the Company), on the other hand, the Company and its Affiliates may assert the attorney-client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party.

Provision Respecting Representation of Company. (a) Each of the parties Parties to this Agreement hereby covenants and agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx that, following the Closing, Ropes & Exxxx Xxxx LLP (“Ropes”) may serve as counsel to each the Sellers and their Affiliates or any manager, director, officer or employee of any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates the foregoing (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, ) in connection with any matters related to this Agreement, the negotiation, preparation, execution, delivery and execution or performance of this Agreement, and the consummation of Agreement or the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx & Exxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller Group, in connection with including any litigation, claim or obligation dispute arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreementhereby, notwithstanding such representation or any continued representation of the Company Seller Group or any of its Subsidiariesthe Coyote Entities and their respective Affiliates by Ropes prior to the Closing. Each of New Pubco and Roadrunner irrevocably (x) waives and will not assert, and each of them agrees to cause Roadrunner Subsidiaries and the parties hereto (on their own behalf Coyote Entities irrevocably to waive and on behalf of their Affiliates) hereby consents thereto and irrevocably waives not to assert, any conflict of interest arising therefromout of or relating to the representation, after the Closing, of any member of the Seller Group or any other officer, employee, director or manager of any member of the Seller Group (any such Person, a “Designated Person”) in any matter involving or arising out of, relating to or in connection with this Agreement, the negotiation, execution, existence, validity, enforceability or performance of this Agreement or any other Transaction Agreement, or for the breach or alleged breach hereof or thereof, or any transactions contemplated hereby or thereby (including any litigation, arbitration, mediation or other proceeding, whether in contract, in tort or otherwise) (each, a “Post-Closing Representation”), by Ropes (“Current Representation”), and each (y) agrees that, in the event that a dispute (including litigation) arises after the Closing between Roadrunner or its Affiliates (including theCoyote Entities) on the one hand, and any of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. In addition, (a) all communications between any member of the Seller Group or any of their respective Affiliates, directorson the other hand, officersRopes may represent any member of the Seller Group or their applicable Affiliates in such dispute, employees even though the interests of such Person(s) may be directly adverse to Roadrunner or representativesits Affiliates (including the Coyote Entities) and even though Ropes may have represented one or more members of the Seller Group in a matter substantially related to such dispute. (b) Each of New Pubco and Roadrunner agrees, on its own behalf and on behalf of the Roadrunner Subsidiaries (and, following the Closing, the Coyote Entities), that all communications involving attorney-client privilege and the expectation of client confidence with any Designated Person or any member of the Seller Group or its Affiliates occurring during the Current Representation or in connection with any Post-Closing Representation, including in connection with a dispute with any of the Roadrunner Entities, and, following the Closing, with the Coyote Entities will be deemed to be the attorney-client privilege and the expectation of client confidence of, and shall belong to and be controlled solely by, the Seller Group and shall not be waived by any of the Roadrunner Entities, the Coyote Entities or the applicable Designated Person, it being the intention of theParties hereto that all such rights to such attorney-client privilege and confidential information and to control such attorney-client privilege and such confidential information will be retained by the Seller Group, and none of the Roadrunner Entities or any of their respective Affiliates (including the Coyote Entities from and after the Closing) will access or attempt to access any such information or use it in any way. In addition, from and after the Closing, all of the client files and records of or in the possession of Ropes related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby will continue to be property of the Seller Group and controlled by the Seller Group, and none of the Roadrunner Entities or any of their respective Affiliates (including the Coyote Entities from and after the Closing) will retain any copies of such records or have or seek any access to them. Notwithstanding the foregoing, if after the Closing a dispute arises between New Pubco or one or more of its Subsidiaries, on the one hand, and Kxxxxxxx & Exxxx LLPa third party other than (and unaffiliated with) any Designated Person, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, then New Pubco or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company such Subsidiary (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications, (b) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto, shall be retained by the Seller Group and (c) to the extent applicable) may assert the Purchaser or attorney-client privilege to prevent disclosure to such third party of confidential communications of the Current Representation; provided, that neither New Pubco, Roadrunner nor any of its Affiliates their respective Subsidiaries (including the Company Coyote Entities from and its Subsidiaries after the Closing) should discover may waive such privilege without the prior written consent of the Sellers. Each of New Pubco and Roadrunner acknowledges that it has had adequate opportunity to consult with counsel of its choosing, and has consulted with such counsel, in connection with its possession after the Closing any Protected Seller Communications, it shall take reasonable steps decision to preserve the confidentiality thereof and promptly deliver the same agree to the Representative, keeping no copies, and shall not by reason thereof assert any loss terms of confidentiality or privilege protectionthis Section 10.15.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP has been retained by, and may serve as counsel to to, each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. the Seller and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates (individually and collectively, the “Seller Group”)Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxxx & Xxxxx LLP has not acted as counsel for any other party in connection with the Transactions and that none of the other parties has the status of a client of Xxxxxxxx & Xxxxx LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or any successorof its successors) may serve as counsel to the Seller Group Parties or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller GroupParties, in connection with any litigation, claim or obligation Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefromfrom such representations, and each of such parties shall will cause any controlled Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. Buyer, the Company and the Seller Parties hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Parties or their respective Affiliates, on the other hand, Xxxxxxxx & Xxxxx LLP (or any of its successors) may represent the Seller Parties, and/or such Affiliates in such dispute even though the interests of the Seller Parties, and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxxx & Xxxxx LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ai) all communications between prior to the Closing among any member of the Seller Group or Parties, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representativesAdvisors, on the one hand, and Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, on the other hand, made in connection with that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (bii) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group Parties and (ciii) to the extent the Purchaser Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Parties or Xxxxxxxx & Xxxxx LLP after the Closing. The Protected Seller Communications may be used by the Seller Parties and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and its Affiliates (including the Company or any of its Subsidiaries), on the one hand, and a third party other than the Seller Parties (solely in their capacity as equityholders of the Company), on the other hand, the Company and its Affiliates may assert the attorney-client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. Buyer and the Seller Parties knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group and the Seller Parties, respectively, that the agreements contained in this Section 11.03 (A) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law and will not be subject to any of the survival or exclusive remedy provisions of Section 11.01; and (B) are an integral part of the Transactions and that, without the agreements set forth in this Section 11.03, none of the parties would enter into this Agreement.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, equityholders, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx & Exxxx LLP (the "Retained Counsel") has been retained by, and may serve as counsel to to, each and any of AQ Seller, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller the Representative and CCP II Feeder II – AQSRO, L.P. and their controlling Affiliates (individually and collectively, the “Seller Group”)Unitholders, on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that the Retained Counsel has not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of the Retained Counsel for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx & Exxxx LLP the Retained Counsel (or any successorof their respective successors) may serve as counsel to the Seller Group Unitholders or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller GroupUnitholder, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Surviving Company, Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall will cause any Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. Buyer, the Surviving Company and the Unitholders hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Surviving Company, or its Subsidiaries on the one hand, and the Unitholders or their respective Affiliates, on the other hand, the Retained Counsel may represent the Unitholders, or such Affiliates in such dispute even though the interests of the Unitholders or such Affiliates may be directly adverse to Buyer, the Surviving Company, the Company or its Subsidiaries, and even though the Retained Counsel may have represented the Surviving Company, the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Surviving Company, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ax) all communications between among any member of Unitholder, the Seller Group or Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx & Exxxx LLP, on the other hand, made Retained Counsel that relate in connection any way with the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “"Protected Seller Communications”"), shall will be deemed to be privileged and confidential communications, (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group Unitholders and (cz) to the extent the Purchaser Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Unitholders, the Retained Counsel after the Closing. The Protected Seller Communications may be used by the Unitholders or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. The Buyer Parties knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group, that the agreements contained in this Section 10.03 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for twenty (20) years and will not be subject to any of the survival or exclusive remedy provisions of Section 10.01; and (ii) are an integral part of the Transactions and that, without the agreements set forth in this Section 10.03, the Company would not enter into this Agreement or recommend approval of this Agreement to the Unitholders.

Provision Respecting Representation of Company. Each of the parties (including each Seller) to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP may serve have served as counsel to each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller one or more Sellers and CCP II Feeder II – AQSRO, L.P. one or more holders of Options and their controlling respective Affiliates (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, and thateach member of the Seller Group consents to and waives any conflict of interest arising from such multi-party representation. In addition, each of the parties hereto (including each Seller) acknowledge and agree that following consummation of the transactions contemplated hereby, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of the Seller Group and advise any member such Persons in respect of the Seller Group, post-closing adjustments contemplated by Section 1E hereof and/or provide legal advice from time to time to any such Person in connection with any litigation, claim or obligation arising out respect of or relating to the interpretation of this Agreement or and the transactions contemplated by this Agreementrights, notwithstanding such representation or any continued representation obligations and remedies of the Company or various interestholders hereunder and/or under any of its Subsidiariesthe agreements contemplated hereby; provided, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties that Xxxxxxxx & Xxxxx LLP shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. In addition, (a) all communications between not represent any member of the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in any litigation against Buyer, the Company and/or any of their respective Affiliates, directors, officers, employees or representatives, on Subsidiaries with respect to the one hand, transactions contemplated by this Agreement. Each Seller that has not expressly retained Xxxxxxxx & Xxxxx LLP acknowledges and Kxxxxxxx agrees that Xxxxxxxx & Exxxx LLP, on Xxxxx LLP has been retained to represent the other hand, made Company (and not such Seller) in connection with the negotiationtransactions contemplated hereby, preparation, execution, delivery such Seller has been afforded the opportunity to review this Agreement with such Seller’s attorneys and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications, (b) all rights to such Protected Seller Communicationsadvisors, and the control of the confidentiality and privilege applicable thereto, shall be retained by the that such Seller Group and (c) does not have an attorney-client arrangement with Xxxxxxxx & Xxxxx LLP with respect to the extent the Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall not by reason thereof assert any loss of confidentiality or privilege protectiontransactions contemplated hereby.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP has been retained by, and may serve as counsel to to, each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller Stockholders and CCP II Feeder II – AQSRO, L.P. Optionholders and their controlling respective Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxxx & Xxxxx LLP has not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of Xxxxxxxx & Xxxxx LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or any successorof its successors) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim action, suit, claim, investigation, proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall will cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. Buyer, the Company and the Seller Group hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Group or their respective Affiliates, on the other hand, Xxxxxxxx & Xxxxx LLP may represent the Seller Group, and/or such Affiliates in such dispute even though the interests of the Seller Group, and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxxx & Xxxxx LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ax) all communications between prior to the Effective Time among any member of the Seller Group or Group, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx Xxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxx LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “Protected Seller Communications”), shall will be deemed to be privileged and confidential communications, (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group Group, and (cz) to the extent the Purchaser Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any Protected Seller Communications, it shall will take reasonable steps to preserve the confidentiality thereof and promptly deliver the same to the Representative, keeping no copies, and shall will not by reason thereof assert any loss of confidentiality or privilege protection. As to any such Protected Seller Communications prior to the Closing Date, Buyer, the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Group or Xxxxxxxx & Xxxxx LLP after the Closing. The Protected Seller Communications may be used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between the Surviving Corporation and its Affiliates, on the one hand, and a third party other than the Seller Group (solely in their capacity as equityholders of the Company or the Representative), on the other hand, the Surviving Corporation and its Affiliates may assert the attorney-client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. The Buyer Parties and the Seller Parties acknowledge and agree, on their own behalf and on behalf of the Buyer Group and the Seller Group, respectively, that the agreements contained in this Section 11.03 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for twenty (20) years and will not be subject to any of the survival or exclusive remedy provisions of Section 11.01, and (ii) are an integral part of the Transactions and that, without the agreements set forth in this Section 11.03, neither party would enter into this Agreement and the Company would not recommend approval of this Agreement to the Stockholders.

Provision Respecting Representation of Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, (a) that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP has been retained by, and may serve as counsel to to, each and any of AQ Sellerthe Representative, CCP II AIV II Holdings, L.P., CCP II AIV II Holdings - KT, L.P. Seller Stockholders and CCP II Feeder II – AQSRO, L.P. Optionholders and their controlling respective Affiliates (other than the Company and its Subsidiaries) (individually and collectively, the “"Seller Group”"), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyTransactions, (b) that Xxxxxxxx & Xxxxx LLP has not acted as counsel for any other party hereto in connection with the Transactions and that none of the other parties hereto has the status of a client of Xxxxxxxx & Xxxxx LLP for conflict of interest or any other purposes as a result thereof, and (c) that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, member, partner, manager, officer, employee or Affiliate of any member of the Seller Group, in connection with any litigation, claim Legal Proceeding or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement, notwithstanding Transactions. Notwithstanding such representation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto (on their own behalf and on behalf of their Affiliates) hereby consents thereto and knowingly, willingly and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall will cause any Affiliate thereof to consent to knowingly, willingly and irrevocably waive any conflict of interest arising from such representation. Buyer, the Company and the Seller Group hereby agree that, in the event that a dispute arises after the Closing between Buyer, the Company, and/or its Subsidiaries on the one hand, and the Seller Group or their respective Affiliates, on the other hand, Xxxxxxxx & Xxxxx LLP may represent the Seller Group, and/or such Affiliates in such dispute even though the interests of the Seller Group, and/or such Affiliates may be directly adverse to Buyer, the Company or its Subsidiaries, and even though Xxxxxxxx & Xxxxx LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of their Subsidiaries. In addition, Buyer agrees that (ax) all communications between prior to the Effective Time among any member of the Seller Group or Group, the Company and its Subsidiaries, any of their respective Affiliates, directors, officers, employees or representatives, on the one handAdvisors, and Kxxxxxxx Xxxxxxxx & Exxxx LLP, on the other hand, made in connection with Xxxxx LLP that relate to the negotiation, preparation, execution, delivery and closing under, or any dispute arising in connection with, this Agreement, or otherwise relating to any potential sale of the Company or the Transactions (the “"Protected Seller Communications”"), shall will be deemed to be privileged and confidential communications, (by) all rights to such Protected Seller Communications, the expectation of client confidentiality, and the control of the confidentiality and privilege applicable thereto, shall belong to and will be retained by the Seller Group and (cz) to the extent the Purchaser Buyer or any of its Affiliates (including the Company and its Subsidiaries after the Closing) should discover in its possession after the Closing any communications that constitute Protected Seller CommunicationsCommunications (based on a plain reading by a reasonable person of such communications), it shall will take commercially reasonable steps to preserve the confidentiality thereof and promptly deliver the same thereof. As to any such Protected Seller Communications prior to the RepresentativeClosing Date, keeping no copiesBuyer, the Company, and shall each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that none of the foregoing may use or rely on any of the Protected Seller Communications in any action against or involving any of the Seller Group or Xxxxxxxx & Xxxxx LLP after the Closing. The Protected Seller Communications may be used by the Seller Group and/or any of their respective Affiliates in connection with any dispute that relates in any way to this Agreement or the Transactions. Notwithstanding the foregoing, in the event that a dispute arises between the Surviving Corporation and its Affiliates, on the one hand, and a third party other than the Seller Group (solely in their capacity as equityholders of the Company or the Representative), on the other hand, the Surviving Corporation and its Affiliates may assert the attorney-client privilege with respect to Protected Seller Communications to prevent disclosure of confidential communications to such third party. The Buyer Parties and the Seller Parties knowingly, willingly, irrevocably and expressly acknowledge and agree, on their own behalf and on behalf of the Buyer Group and the Seller Group, respectively, that the agreements contained in this Section 10.03 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law and will not by reason thereof assert be subject to any loss of confidentiality the survival or privilege protectionexclusive remedy provisions of Section 10.01; and (ii) are an integral part of the Transactions and that, without the agreements set forth in this Section 10.03, neither party would enter into this Agreement and the Company would not recommend approval of this Agreement to the Stockholders.