Common use of Provisions Respecting Representation of the Company Clause in Contracts

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its Affiliates (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 (or any successor) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation 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, and each of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between Kxxxxxxx and the Blocker, the Company or any of the other Company Entities prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker and the Company Entities together with any of their respective Affiliates, Subsidiaries, successors or assigns agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and AffiliatesRepresentatives, that Kxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Exxxx Xxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its Affiliates (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker Company and / or Company Entitiesits 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any Action, litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its AffiliatesRepresentatives) 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company Entities and Blocker or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided provided, however, that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between Kxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Blocker, the Company or any of the other Company Entities its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), Buyerthe Purchaser, the Blocker Company, and the Company Entities each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties Seller Group after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees employees, stockholders and Affiliates, that Kxxxxxxx Xxxxxx & Exxxx Xxxxxxx LLP (“KxxxxxxxCounsel”) may serve as counsel to each and any of the Seller Company and its Affiliates Subsidiaries and their respective directors, officers and employees (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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, and that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, stockholder, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representationrepresentation or any continued representations, and each of the parties hereto Parties (on its own behalf and on behalf of its 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. The parties Parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Counsel representing the Company Entities and Blocker or any of its Subsidiaries in connection with the transactions contemplated by this Agreement Transactions shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between Kxxxxxxx Counsel and the Blocker, the Company or Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the Transactions prior to the Closing Date (collectively, the “Privileged Communications”), BuyerAcquiror, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement Mergers and the other Transactions are consummated, all Privileged Communications related to such transactions Transactions will become the property of (and be controlled by) the Seller Group, and none of Buyer, the BlockerAcquiror, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Acquiror is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Privileged Communications, Acquiror shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each the Company Entities, on the one hand, and any certain of the Seller and its Affiliates their Non-Recourse Parties (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Xxxxxxxx & Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its 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 or irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Xxxxxxxx & Xxxxx LLP representing the Company Entities and Blocker or any of its Subsidiaries in connection with the purchase and sale of the Purchased Units and any of the other transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the SellerSeller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney-client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and the Blocker, the Company or Xxxxxxxx & Xxxxx LLP and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the purchase and sale of the Purchased Units and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller Seller, and none of Buyer, the Blocker, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify Seller in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent practicable) so that Seller can seek a protective order and Buyer agrees to use commercially reasonable efforts (at the sole cost and expense of Seller) to assist therewith.

Provisions Respecting Representation of the Company. Each of (a) Recognizing that Xxxxxxxx & Xxxxx LLP has acted as legal counsel to the parties Sellers and its Affiliates and the Company Entities and the Parthenon Blocker prior to the Closing, including in connection with this Agreement hereby agreesand the transactions contemplated hereby, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve intends to act as legal counsel to each and any of the Seller Sellers and its Affiliates (individually which will no longer include the Company Entities and collectivelythe Blockers) after the Closing, each of Buyer, the “Seller Representation Group”)Blockers and the Company hereby (i) waives 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) agrees that, in the event that a dispute arises after the Closing between any Buyer Party, the Blockers or a Company Entity, on the one hand, and the Blocker and / any Seller or Company Entitiesone of its Affiliates, 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 (or any successor) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of under or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding hereby, Xxxxxxxx & Xxxxx LLP may represent any Sellers or its Affiliates in such representation, and each of dispute even though the parties hereto (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each interests of such parties shall cause Person(s) may be directly adverse to Buyer, the Blockers or any Affiliate thereof Company Entity and even though Xxxxxxxx & Xxxxx LLP may have represented a Company Entity or the Blockers in a matter substantially related to consent to irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Sellerdispute. As to any privileged attorney-attorney client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and any of the BlockerSellers, the Company or any of Entities, and/or the other Company Entities Blockers prior to the Closing Date (collectively, the “Privileged Communications”), BuyerXxxxx agrees that neither it nor the Blockers, the Blocker and the nor any Company Entities Entity, together with any of their respective Affiliates, Subsidiaries, successors or assigns agree that no such party assigns, may use or rely on any of the Privileged Communications in any action against or involving any Seller or any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions its Affiliates (which will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, no longer include the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to themthe Blockers) after the Closing.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx“ Counsel”) may serve as counsel to each the Acquired Companies, on the one hand, and any of the Seller and its Affiliates Holdings (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Counsel representing the Company Entities and Blocker Acquired Companies in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided ; provided; that such privilege from and after the Closing shall be controlled by Holdings on behalf of the SellerSeller Group. As to any privileged attorney-client communications between Kxxxxxxx Counsel and the Blocker, the Company or Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the Mergers and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become the property of (and be controlled by) the Seller Holdings or its direct or indirect equityholders, and none of Buyer, the Blocker, the Company Entities Acquired Companies or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided, that Buyer shall promptly notify Holdings in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent legally permissible and practicable) so that Holdings can seek a protective order, at its sole cost and expense, and Buyer agrees to use commercially reasonable efforts to assist therewith.

Provisions Respecting Representation of the Company. (a) Each of the parties to this Agreement hereby agreesParties, on its own behalf and on behalf of its Affiliates, equityholders, members, partners and Representatives (including, after the Closing, the Surviving Entity), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the Sponsor, the stockholders or holders of other Equity Securities of Acquiror or the Sponsor and/or any of their respective directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its or Affiliates (individually and other than the Surviving Entity) (collectively, the “Seller Representation DFP Group”), on the one hand, and (y) the Blocker and / or Company EntitiesSurviving Entity and/or any member of the Seller Group, on the other hand, any legal counsel, including White & Case LLP (“White & Case”), that represented Acquiror and/or the Sponsor prior to the Closing, may represent the Sponsor and/or any other member of the DFP Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Entity, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Entity and/or the Sponsor. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Entity), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance of this Agreementunder, and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx (or any successor) may serve as counsel to the Seller Representation Group dispute or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation Action arising out of or relating to to, this Agreement Agreement, any Transaction Agreements or the transactions contemplated by this Agreement notwithstanding such representationhereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DFP Group, on the one hand, and each White & Case, on the other hand, the attorney-client privilege and the expectation of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Mergers and belong to the DFP Group after the Closing, and shall remain in effect, provided that such privilege from and after the Closing shall not pass to or be claimed or controlled by the SellerSurviving Entity. As to Notwithstanding the foregoing, any privileged attorney-client communications between Kxxxxxxx and the Blocker, or information shared by the Company or any of the other Company Entities prior to the Closing Date (collectively, with Acquiror or the “Privileged Communications”), Buyer, Sponsor under a common interest agreement shall remain the Blocker and the Company Entities together with any of their respective Affiliates, Subsidiaries, successors privileged communications or assigns agree that no such party may use or rely on any information of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to themSurviving Entity.

Provisions Respecting Representation of the Company. (a) Each of the parties to this Agreement hereby agreesParties, on its own behalf and on behalf of its Affiliates, equityholders, members, partners and Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions 84 contemplated hereby arises after the Closing between or among (i) the Sponsor, the stockholders or holders of other Equity Securities of Acquiror or the Sponsor and/or any of their respective directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its or Affiliates (individually and other than the Surviving Corporation) (collectively, the “Seller Representation Xxxx Group”), on the one hand, and (y) the Blocker and / or Company EntitiesSurviving Corporation and/or any member of the Seller Group, on the other hand, any legal counsel, including Xxxxxx Frome Xxxxxxx LLP (“Xxxxxx”), that represented Acquiror and/or the Sponsor prior to the Closing, may represent the Sponsor and/or any other member of the Xxxx Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance of this Agreementunder, and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx (or any successor) may serve as counsel to the Seller Representation Group dispute or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation Action arising out of or relating to to, this Agreement Agreement, any Transaction Documents or the transactions contemplated by this Agreement notwithstanding such representationhereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Xxxx Group, on the one hand, and each Xxxxxx, on the other hand, the attorney-client privilege and the expectation of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Merger and belong to the Xxxx Group after the Closing, and shall remain in effect, provided that such privilege from and after the Closing shall not pass to or be claimed or controlled by the SellerSurviving Corporation. As to Notwithstanding the foregoing, any privileged attorney-client communications between Kxxxxxxx and the Blocker, or information shared by the Company or any of the other Company Entities prior to the Closing Date (collectively, with Acquiror or the “Privileged Communications”), Buyer, Sponsor under a common interest agreement shall remain the Blocker and the Company Entities together with any of their respective Affiliates, Subsidiaries, successors privileged communications or assigns agree that no such party may use or rely on any information of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to themSurviving Corporation.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, stockholders, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its Affiliates (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker Company and / or Company Entitiesits 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 Xxxxxxxx & Xxxxx LLP (or any successor) may serve is not precluded from serving as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation 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 representationrepresentation or any continued representation of the Company and its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties Parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and the Blocker, the Company or any of the other Company Entities and its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Buyer and the Company Entities and its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving Seller or any of the parties its Affiliates after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.6R.

Provisions Respecting Representation of the Company. (a) Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, Morris, Nichols, Arsht & Xxxxxxx LLP and Akerman LLP (collectively, “KxxxxxxxPrior Company Counsel”) may serve as counsel to each and any of the Seller Company and its Affiliates Subsidiaries, on the one hand, and Holdings (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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, and that, following consummation of the transactions contemplated herebyTransactions, Kxxxxxxx Prior Company Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representationrepresentation or any continued representation of the Company or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties Parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The parties Parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Prior Company Counsel representing the Company Entities and Blocker or any of its Subsidiaries in connection with the transactions contemplated by this Agreement Transactions shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by Holdings on behalf of the SellerSeller Group. As to any privileged attorney-client communications between Kxxxxxxx Prior Company Counsel and the Blocker, the Company or Prior Company Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the Transactions prior to the Closing Date (collectively, the “Company Privileged Communications”), BuyerAcquiror, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Company Privileged Communications in any action against or involving any of the parties Parties after the Closing. In addition, if the transactions contemplated by this Agreement Mergers and the other Transactions are consummated, all Company Privileged Communications related to such transactions will become the property of (and be controlled by) the Seller Holdings or its direct or indirect equityholders, and none of Buyer, the BlockerAcquiror, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Acquiror is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Company Privileged Communications, Acquiror shall be entitled to access or obtain a copy of and disclose the Company Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Acquiror shall promptly notify Holdings in writing (prior to the disclosure by Acquiror of any Company Privileged Communications to the extent practicable) so that Holdings can seek a protective order, at its sole cost and expense, and Acquiror agrees to use commercially reasonable efforts to assist therewith.

Provisions Respecting Representation of the Company. (a) Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx LLP Xxxxx LLP, Morris, Nichols, Arsht & Xxxxxxx LLP, and Walkers (“KxxxxxxxSeller Counsel”) may serve as counsel to each and any of the Seller Company and its Affiliates Subsidiaries, on the one hand, and Holdings (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Seller Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Seller Counsel representing the Company Entities and Blocker or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by Holdings on behalf of the SellerSeller Group. As to any privileged attorney-client communications or attorney work product between Kxxxxxxx Seller Counsel and the Blocker, the Company or Seller Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Seller Privileged Communications”), BuyerAcquiror, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Seller Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the Mergers and the other transactions contemplated by this Agreement are consummated, all Seller Privileged Communications related to such transactions will become the property of (and be controlled by) the Seller Holdings or its direct or indirect equityholders, and none of Buyer, the BlockerAcquiror, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Acquiror is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Seller Privileged Communications, Acquiror shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Acquiror shall promptly notify Holdings in writing (prior to the disclosure by Acquiror of any Seller Privileged Communications to the extent practicable) so that Holdings can seek a protective order, at its sole cost and expense, and Acquiror agrees to use commercially reasonable efforts to assist therewith.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each the Company Entities and any Blocker, on the one hand, and certain of the Seller and its Affiliates Parties (such Seller Parties, individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herebyhereby (the “Existing Representation”), and that, following consummation of the transactions contemplated hereby, Kxxxxxxx Xxxxxxxx & Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the purchase and sale of the Purchased Securities or any of the other transactions contemplated by this Agreement notwithstanding such representationthe Existing Representation of the Company and/or any of its Subsidiaries and/or Blocker, and each of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Xxxxxxxx & Xxxxx LLP representing the Company Entities or any of its Subsidiaries and Blocker in connection with the purchase and sale of the Purchased Securities and any of the other transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the SellerSeller Representative on behalf of the Seller Parties. As to any privileged attorney-client attorney‑client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and the Blocker, the Company or Xxxxxxxx & Xxxxx LLP and any of the other Company Entities Company’s Subsidiaries or Blocker in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries and Blocker, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller Representative, and none of Buyer, the BlockerCompany or any of its Subsidiaries, the Company Entities Blocker or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that, if practicable, Buyer shall promptly notify the Seller Representative in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent practicable) so that the Seller Representative can seek a protective order and Buyer agrees to use commercially reasonable efforts (at the sole cost and expense of the Seller Representative) to assist therewith.

Provisions Respecting Representation of the Company. Each of Parent, Merger Sub and the parties to this Agreement Company hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, stockholder, officers, employees and Affiliates, that Kxxxxxxx Cxxxxxxxx & Exxxx Bxxxxxx LLP (“Kxxxxxxx”) may serve as counsel to each any of the Stockholders’ Representative, Charlesbank Stockholders, other Stockholders, Option Holders or Phantom Equity Participants, and any of each such Person’s respective Affiliates (other than the Seller and its Affiliates Company Group) (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company EntitiesGroup, 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 Cxxxxxxxx & Bxxxxxx LLP (or any successor) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, stockholder, officer, employee or Affiliate of any member of the Seller Representation 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 representationprior representation of the Company Group, and each of the parties hereto (on its own behalf and on behalf of its Affiliates) Parties hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties Parties shall cause any Affiliate thereof to consent to irrevocably and waive any conflict of interest arising from such representation. The parties agree to take Parent further agrees, on its own behalf and on behalf of its Affiliates, including the steps necessary to ensure Surviving Corporation and its Subsidiaries following the Closing, that in the event the Stockholder Representative assumes the defense of a Third Party Claim brought against any privilege attaching as a result Parent Indemnified Party (including the Surviving Corporation or any of Kxxxxxxx its Subsidiaries) in accordance with Section 10.3, notwithstanding that Cxxxxxxxx & Bxxxxxx LLP may be representing the Company Entities Group in connection with such Third Party Claim, Parent waives any claim of conflict of interest with respect to Cxxxxxxxx & Bxxxxxx LLP’s representation of the Seller Group in connection with any dispute between Parent and Blocker the Stockholder Representative or any member of the Seller Group, including in connection with disputes under this Agreement. Each of Parent, Merger Sub and the Company hereby irrevocably acknowledges and agrees that all communications prior to the Closing between the Company Group or the Seller Group, on the one hand, and their external legal counsel, including Cxxxxxxxx & Bxxxxxx LLP, on the other hand, made in connection with the transactions negotiation, preparation, execution, delivery and performance under this Agreement, any agreements contemplated by this Agreement shall survive or the Closing and shall remain in effectTransactions, provided that such privilege from and after the Closing shall be controlled by the Seller. As or any matter relating to any privileged attorney-client communications between Kxxxxxxx and the Blocker, the Company or any of the other foregoing, are privileged communications between the Company Entities prior to Group and the Closing Date Seller Group and such counsel (collectively, the “Privileged Communications”), Buyer, the Blocker ) and the Company Entities together with any of their respective Affiliates, Subsidiaries, successors or assigns agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related belong solely to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.Group. * * * * *

Provisions Respecting Representation of the Company. Each of Buyer, Merger Sub, the Company and the other parties to this Agreement hereto hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, stockholders, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxxx & Exxxx Xxxxxxx LLP and any other legal counsel representing the Company or any of its Subsidiaries prior to the Closing (each, a “KxxxxxxxPrior Company Counsel”) may serve as counsel to each any of the Stockholders’ Representative, Principal Stockholder, other Stockholders, Option Holders, and any of each such Person’s respective Affiliates (other than the Seller Company and its Affiliates Subsidiaries) (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker Company and / or Company Entitiesits 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 (or any successor) Prior Company Counsel may serve as counsel to the Seller Representation Group or any director, manager, member, partner, stockholder, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement 84 notwithstanding such representationprior representation of the Company and its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take Buyer further agrees, on its own behalf and on behalf of its Affiliates, including the steps necessary to ensure Surviving Company and its Subsidiaries following the Closing, that in the event the Stockholders’ Representative assumes the defense of a Third Party Claim brought against any Buyer Indemnified Party (including the Surviving Company or any of its Subsidiaries) in accordance with Section 9.3, notwithstanding that any privilege attaching as a result of Kxxxxxxx Prior Company Counsel may be representing the Company Entities and Blocker its Subsidiaries in connection with such Third Party Claim, Buyer waives any claim of conflict of interest with respect to any Prior Company Counsel’s representation of the Seller Group in connection with any dispute between Buyer and the Stockholders’ Representative or any member of the Seller Group, including in connection with disputes under this Agreement. Each of Buyer, Merger Sub and the Company hereby irrevocably acknowledges and agrees that all privileged communications prior to the Closing between the Company and its Subsidiaries or the Seller Group, on the one hand, and their external legal counsel, including any Prior Company Counsel, on the other hand, made in connection with the transactions negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement shall survive or the Closing and shall remain in effecttransactions contemplated hereby, provided that such privilege from and after the Closing shall be controlled by the Seller. As or any matter relating to any privileged attorney-client communications between Kxxxxxxx and the Blocker, the Company or any of the other Company Entities prior to foregoing, are privileged communications between the Closing Date Company, its Subsidiaries and the Seller Group and such counsel (collectively, the “Privileged Communications”)) and belong solely to the Seller Group, and from and after the Closing none of the Surviving Company, its Subsidiaries, Buyer or any Person purporting to act on behalf of or through the Surviving Company or its Subsidiaries shall seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through any other means. To the extent that files in respect of any Privileged Communications constitute client property, only the Seller Group shall hold such property rights. As to any such Privileged Communications prior to the Closing Date, Buyer, Merger Sub, the Blocker Company, and the Company Entities each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties hereto after the Closing. In addition, if This Section 12.12 is for the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property benefit of (and be controlled by) the Seller Group and none each Prior Company Counsel, and the Seller Group and each Prior Company Counsel are express third party beneficiaries of Buyerthis Section 12.12. This Section 12.12 shall be irrevocable, and no term of this Section 12.12 may be amended, waived or modified, without the Blocker, prior written consent of each of the Seller Group and each Prior Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to themCounsel affected thereby.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each the Company Entities, on the one hand, and any certain of the Seller and its Affiliates their Non-Recourse Parties (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Xxxxxxxx & Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions matters contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its 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 representationrepresentation (provided that no such consent or waiver shall extend to any litigation or claim arising out of or relating to this Agreement). The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Xxxxxxxx & Xxxxx LLP representing the Company Entities and Blocker or any of its Subsidiaries in connection with the purchase and sale of the Company Shares and any of the other transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the SellerSeller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney-client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and the Blocker, the Company or Xxxxxxxx & Xxxxx LLP and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries together with any of their respective controlled Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the purchase and sale of the Company Shares and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller Seller, and none of Buyer, the Blocker, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify Seller in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent practicable) so that Seller can seek a protective order and Buyer agrees to use reasonable best efforts (at the sole cost and expense of Seller) to assist therewith.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each the Company Entities, on the one hand, and any certain of the Seller and its Affiliates their Non-Recourse Parties (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Xxxxxxxx & Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the purchase and sale of the Purchased Interests or any of the other transactions contemplated by this Agreement notwithstanding such representation, and each of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take that from and after the steps necessary to ensure that Closing any privilege attaching as a result of Kxxxxxxx Xxxxxxxx & Xxxxx LLP representing the Company Entities or any of its Subsidiaries in connection with the purchase and Blocker sale of the Purchased Interests and any of the other transactions contemplated by this Agreement shall be controlled by Seller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney‑client communications between Xxxxxxxx & Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between Kxxxxxxx and the Blocker, the Company or any of the other Company Entities prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the purchase and sale of the Purchased Interests and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller Seller, and none of Buyer, the Blocker, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify Seller in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent practicable) so that Seller can seek a protective order and Buyer agrees to use commercially reasonable efforts (at the sole cost and expense of Seller) to assist therewith.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP (“KxxxxxxxCounsel”) may serve as counsel to each the Acquired Companies, on the one hand, and any of the Seller and its Affiliates Holdings (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Counsel representing the Company Entities and Blocker Acquired Companies in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by Holdings on behalf of the SellerSeller Group. As to any privileged attorney-client communications between Kxxxxxxx Counsel and the Blocker, the Company or Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the Mergers and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become the property of (and be controlled by) the Seller Holdings or its direct or indirect equityholders, and none of Buyer, the Blocker, the Company Entities Acquired Companies or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Buyer is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided, that Buyer shall promptly notify Holdings in writing (prior to the disclosure by Buyer of any Privileged Communications to the extent legally permissible and practicable) so that Holdings can seek a protective order, at its sole cost and expense, and Buyer agrees to use commercially reasonable efforts to assist therewith.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its Affiliates (individually and collectively, the “Seller Representation Group”)Party, on the one hand, and the Blocker and / or Company Entities, 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 Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to the any Seller Representation Group or any directorParty, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, only in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement net indebtedness adjustment and the working capital adjustment (and the related dispute resolution procedures) provided for in Section 1E notwithstanding such representationrepresentation or any continued representation of the Company Entities, and each of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Xxxxxxxx & Xxxxx LLP representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client attorney‑client communications between Kxxxxxxx Xxxxxxxx & Xxxxx LLP and the Blocker, the Company or any of the other Company Entities prior to the Closing Date (collectively, the “Privileged Communications”), Buyer, the Blocker Buyer and each of the Company Entities together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them.

Provisions Respecting Representation of the Company. (a) Each of the parties to this Agreement hereby agreesParties, on its own behalf and on behalf of its Affiliates, equityholders, members, partners and Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the Sponsor, the stockholders or holders of other Equity Securities of Acquiror or the Sponsor and/or any of their respective directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP (“Kxxxxxxx”) may serve as counsel to each and any of the Seller and its or Affiliates (individually and other than the Surviving Corporation) (collectively, the “Seller Representation Axxx Group”), on the one hand, and (y) the Blocker and / or Company EntitiesSurviving Corporation and/or any member of the Seller Group, on the other hand, any legal counsel, including Oxxxxx Frome Wxxxxxx LLP (“Oxxxxx”), that represented Acquiror and/or the Sponsor prior to the Closing, may represent the Sponsor and/or any other member of the Axxx Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance of this Agreementunder, and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx (or any successor) may serve as counsel to the Seller Representation Group dispute or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim or obligation Action arising out of or relating to to, this Agreement Agreement, any Transaction Documents or the transactions contemplated by this Agreement notwithstanding such representationhereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Axxx Group, on the one hand, and each Oxxxxx, on the other hand, the attorney-client privilege and the expectation of the parties hereto (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx representing the Company Entities and Blocker in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Merger and belong to the Axxx Group after the Closing, and shall remain in effect, provided that such privilege from and after the Closing shall not pass to or be claimed or controlled by the SellerSurviving Corporation. As to Notwithstanding the foregoing, any privileged attorney-client communications between Kxxxxxxx and the Blocker, or information shared by the Company or any of the other Company Entities prior to the Closing Date (collectively, with Acquiror or the “Privileged Communications”), Buyer, Sponsor under a common interest agreement shall remain the Blocker and the Company Entities together with any of their respective Affiliates, Subsidiaries, successors privileged communications or assigns agree that no such party may use or rely on any information of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become property of (and be controlled by) the Seller and none of Buyer, the Blocker, the Company Entities or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to themSurviving Corporation.

Provisions Respecting Representation of the Company. (a) . Each of the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP and Sxxxxxx Xxxxxxx & Bxxxxxxx LLP (collectively, “KxxxxxxxCounsel”) may serve as counsel to each and any of the Seller Company and its Affiliates Subsidiaries, on the one hand, and Holdings (individually and collectively, the “Seller Representation Group”), on the one hand, and the Blocker and / or Company Entities, 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 Counsel (or any successorof its respective successors) may serve as counsel to the Seller Representation Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller Representation Group, in connection with any litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representationrepresentation or any continued representation of the Company and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its 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. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of Kxxxxxxx Counsel representing the Company Entities and Blocker or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided that such privilege from and after the Closing shall be controlled by Holdings on behalf of the SellerSeller Group. As to any privileged attorney-client communications between Kxxxxxxx Counsel and the Blocker, the Company or Counsel and any of the other Company Entities Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), BuyerAcquiror, the Blocker Company and the Company Entities each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. In addition, if the Mergers and the other transactions contemplated by this Agreement are consummated, all Privileged Communications related to such transactions will become the property of (and be controlled by) the Seller Holdings or its direct or indirect equityholders, and none of Buyer, the BlockerAcquiror, the Company Entities or any of its Subsidiaries or any of their respective Affiliates, Subsidiaries, successors or assigns shall retain any copies of such records or have any access to them. In the event that Acquiror is legally required or requested by any Governmental Authority to access or obtain a copy of all or a portion of the Privileged Communications, Acquiror shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Acquiror shall promptly notify Holdings in writing (prior to the disclosure by Acquiror of any Privileged Communications to the extent practicable) so that Holdings can seek a protective order, at its sole cost and expense, and Acquiror agrees to use commercially reasonable efforts to assist therewith.