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 Representatives, that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may serve as counsel to Seller and its 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller 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 representation 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 Representatives) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Seller. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser, the Company, and each of its Subsidiaries 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 Seller Group after the Closing.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Kxxxxxxx & Xxxx 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 and its SubsidiariesEntities, 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Action, 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 and/or any of its Subsidiariesrepresentation, and each of the parties hereto (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Kxxxxxxx representing the Company or any of its Subsidiaries Entities and Blocker in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, provided that such privilege from and after the Closing shall be controlled by the Seller. As to any privileged attorney-client communications between SkaddenKxxxxxxx and the Blocker, Arps, Slate, Xxxxxxx & Xxxx LLP and the Company or any of its Subsidiaries the other Company Entities prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Blocker and each of its Subsidiaries 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 Seller Group 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 Parties hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Kxxxxxxx & Xxxx Exxxx LLP (“Counsel”) may serve as counsel to Seller the Acquired Companies, on the one hand, and its Affiliates Holdings (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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action 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 and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel representing the Company or any of its Subsidiaries Acquired Companies in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, provided that such privilege from and after the Closing shall be controlled by SellerHoldings on behalf of the Seller Group. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel and the Company or Counsel and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries Subsidiaries, 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 Seller Group 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) Holdings or its direct or indirect equityholders, and none of Buyer, the 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 Parties hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees, stockholders and Affiliates, that Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP (“Counsel”) may serve as counsel to Seller Company and its Affiliates Subsidiaries and their respective directors, officers and employees (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, and that, following consummation of the transactions contemplated herebyTransactions, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, stockholder, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiariesrepresentations, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel representing the Company 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, however, that such privilege from and after the Closing shall be controlled by Seller. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel and the Company or Counsel and any of its the Company’s Subsidiaries in connection with the Transactions prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserAcquiror, the Company, Company and each of its Subsidiaries Subsidiaries, 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 Seller Group parties after the Closing. In addition, if the Mergers and the other Transactions are consummated, all Privileged Communications related to such Transactions will become the property of (and be controlled by) the Seller Group, and none of Acquiror, the Company 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 Parties hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (“ Counsel”) may serve as counsel to Seller the Acquired Companies, on the one hand, and its Affiliates Holdings (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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action 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 and/or or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel representing the Company or any of its Subsidiaries Acquired Companies in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, ; provided, however, ; that such privilege from and after the Closing shall be controlled by SellerHoldings on behalf of the Seller Group. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel and the Company or Counsel and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries Subsidiaries, 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 Seller Group 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) Holdings or its direct or indirect equityholders, and none of Buyer, the 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 RepresentativesAffiliates, 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, members, partners, officers, employees or Affiliates (other than the Surviving Entity) (collectively, the “DFP Group”), on the one hand, and (y) the Surviving Entity and/or any member of the Seller Group, on the other hand, any legal counsel, including White & Case LLP (“White & Case”), that Skaddenrepresented Acquiror and/or the Sponsor prior to the Closing, Arpsmay 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, Slateand even though such counsel may have represented Acquiror in a matter substantially related to such dispute, Xxxxxxx 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 under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreements or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DFP Group, on the one hand, and White & Xxxx LLP may serve as counsel Case, on the other hand, the attorney-client privilege and the expectation of client confidence shall survive the Mergers and belong to Seller the DFP Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Entity. (b) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other Equity Securities of the Company, its Subsidiaries or any Group Company and/or any of their respective directors, members, partners, officers, employees or Affiliates (individually and other than the Surviving Entity) (collectively, the “Seller Group”), on the one hand, and (y) the Company and its SubsidiariesSurviving Entity and/or any member of the DFP Group, on the other hand, any legal counsel, including Lxxxxx & Wxxxxxx LLP (“Latham”) that represented the Company prior to the Closing, may represent any member of the Seller 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 and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller Group, in connection with any Action, litigation, claim dispute 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 representation hereby or thereby) between or among the Company, its Subsidiaries or any continued representation of the Group Company and/or any member of its Subsidiariesthe Seller Group, on the one hand, and each Latham, on the other hand, the attorney-client privilege and the expectation of the parties hereto (on its own behalf and on behalf of its Representatives) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Mergers and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Seller. As belong to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser, the Company, and each of its Subsidiaries 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 Seller Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Entity.

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 Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Kxxxxxxx & Exxxx LLP and Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP (collectively, “Counsel”) may serve as counsel to Seller the Company and its Affiliates Subsidiaries, on the one hand, and Holdings (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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action 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 and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, provided that such privilege from and after the Closing shall be controlled by SellerHoldings on behalf of the Seller Group. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Counsel and the Company or Counsel and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserAcquiror, the Company, Company and each of its Subsidiaries Subsidiaries, 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 Seller Group 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) Holdings or its direct or indirect equityholders, and none of Acquiror, the Company 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.

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 Representatives, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve intends to act as legal counsel to Seller the Sellers and its Affiliates (individually which will no longer include the Company Entities and collectivelythe Blockers) after the Closing, each of Buyer, the “Seller 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 Company and any Seller or one of its SubsidiariesAffiliates, 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller Group, in connection with any Action, 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 dispute even though the interests of such Person(s) may be directly adverse to Buyer, the Blockers or any continued representation of Company Entity and even though Xxxxxxxx & Xxxxx LLP may have represented a Company Entity or the Company and/or any of its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its Representatives) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of Blockers in a matter substantially related to 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Sellerdispute. As to any privileged attorney-attorney client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and any of the Sellers, the Company or any of its Subsidiaries Entities, and/or the Blockers prior to the Closing Date (collectively, the “Privileged Communications”), Xxxxx agrees that neither it nor the PurchaserBlockers, the Companynor any Company Entity, and each of its Subsidiaries 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 Seller or any of its Affiliates (which will no longer include the Seller Group Company Entities or the Blockers) after the Closing. (b) Buyer acknowledges that all privileged communications in any form or format whatsoever between or among Xxxxxxxx & Xxxxx LLP and any Seller, its Affiliates, any Company Entity, the Blockers or any of their respective officers, directors, employees, agents or representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, any alternative transactions to the transactions contemplated by this Agreement presented to or considered by any Company Entity or the Blockers, or any dispute arising under this Agreement, unless finally adjudicated to be not privileged by a court of law (collectively, the “Privileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to the Sellers and their respective Affiliates (and not the Company Entities or the Blockers) and shall not pass to or be claimed by Buyer or any of the Company Entities or the Blockers. Accordingly, neither the Company Entities nor the Blockers shall, without Seller Representative’s consent, have access to any such communications, or to the files of Xxxxxxxx & Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred and Xxxxxxxx & Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such communications or files. Buyer agrees that it will not, and that it will cause the Company Entities and the Blockers not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any Company Entity or the Blockers waive the attorney-client privilege or any other privilege, or otherwise assert that Buyer or any Company Entity has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any Company Entity, the Blockers, the Sellers (or any of the Sellers’ Affiliates), or Xxxxxxxx & Xxxxx LLP. (c) Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the Company Entities and the Blockers, that all communications in any form or format whatsoever between or among Xxxxxxxx & Xxxxx LLP and any Seller, its Affiliates, any Company Entity or the Blockers, or any of their respective officers, directors, employees, agents or representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, any alternative transactions to the transactions contemplated by this Agreement presented to or considered by any Company Entity or the Blockers, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-Privileged Deal Communications”), shall also belong solely to the Sellers and its Affiliates (and not the Company Entities or the Blockers) and shall not pass to or be claimed by Buyer or any of the Company Entities or the Blockers. (d) If Buyer or any Company Entity or the Blockers is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Deal Communications, then Buyer shall promptly notify the Seller Representative in writing so that the Sellers can seek a protective order, and, at Sellers’ expense, Buyer agrees to use all commercially reasonable efforts to assist therewith, to the extent Legally permitted.

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 Representativesdirectors, members, partners, stockholder, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Cxxxxxxxx & Xxxx Bxxxxxx LLP may serve as counsel to Seller any of the Stockholders’ Representative, Charlesbank Stockholders, other Stockholders, Option Holders or Phantom Equity Participants, and its any of each such Person’s respective Affiliates (other than the Company Group) (individually and collectively, the “Seller Group”), on the one hand, and the Company and its SubsidiariesGroup, 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, Skadden, Arps, Slate, Xxxxxxx Cxxxxxxxx & Xxxx Bxxxxxx LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, stockholder, officer, employee or Affiliate of the Seller 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 representation or any continued prior representation of the Company and/or any of its SubsidiariesGroup, and each of the parties hereto (on its own behalf and on behalf of its Representatives) 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 of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing Parent Indemnified Party (including the Company Surviving Corporation or any of its Subsidiaries Subsidiaries) in accordance with Section 10.3, notwithstanding that Cxxxxxxxx & Bxxxxxx LLP may be representing the Company 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 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, however, that such privilege from and after the Closing shall be controlled by Seller. As or any matter relating to any of the foregoing, are privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP the Company Group and the Company or any of its Subsidiaries prior to the Closing Date Seller Group and such counsel (collectively, the “Privileged Communications”), the Purchaser, the Company, ) and each of its Subsidiaries 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 belong solely to the Seller Group after the ClosingGroup.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to the Company Entities and Blocker, on the one hand, and certain of the Seller and its Affiliates Parties (such Seller Parties, 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 herebyhereby (the “Existing Representation”), and that, following consummation of the transactions contemplated hereby, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, 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 representation or any continued representation the Existing Representation of the Company and/or any of its SubsidiariesSubsidiaries and/or Blocker, and each of the parties hereto (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP representing the Company 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, however, provided that such privilege from and after the Closing shall be controlled by Sellerthe Seller Representative on behalf of the Seller Parties. As to any privileged attorney-client attorney‑client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of its the Company’s Subsidiaries or Blocker in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries and Blocker, 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 Seller Group 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 Company or any of its Subsidiaries, 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 the parties to this Agreement Parties hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, stockholders, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to each and any of Seller and its 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, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successor) may serve is not precluded from serving as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Seller 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 representation or any continued representation of the Company and/or any of and its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Seller. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and the Company or any of and its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), Buyer and the PurchaserCompany and its Subsidiaries, the Company, and each of its Subsidiaries 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 Seller or any of the Seller Group its Affiliates after the Closing.. 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 Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that SkaddenXxxxxxxx & Xxxxx LLP, ArpsMorris, SlateNichols, Arsht & Xxxxxxx & Xxxx LLP LLP, and Walkers (“Seller Counsel”) may serve as counsel to Seller the Company and its Affiliates Subsidiaries, on the one hand, and Holdings (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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Seller Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action 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 and/or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Seller Counsel representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, provided that such privilege from and after the Closing shall be controlled by SellerHoldings on behalf of the Seller Group. As to any privileged attorney-client communications or attorney work product between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Seller Counsel and the Company or Seller Counsel and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Seller Privileged Communications”), the PurchaserAcquiror, the Company, Company and each of its Subsidiaries Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or 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) Holdings or its direct or indirect equityholders, and none of Acquiror, the Company 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. (b) Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Xxxxxxx Xxxx & Xxxxxxxxx LLP and Xxxxxx and Calder (“Acquiror Counsel”) may serve as counsel to Acquiror and Merger Sub, on the one hand, and Sponsor (individually and collectively, the “Acquiror Group”), 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, Acquiror Counsel (or any of its respective successors) may serve as counsel to the Acquiror Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Acquiror Group, in connection with any Action 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 Acquiror and/or any of its Subsidiaries, and each of the 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. As to any privileged attorney-client communications or attorney work product between Acquiror Counsel and Acquiror and/or Sponsor or Acquiror Counsel and any of Acquiror’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Acquiror Privileged Communications”), Acquiror, the Company, Holdings and each of their respective Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns (other than Sponsor), agree that no such party may use or rely on any of the Acquiror Privileged Communications in any action against or between or among any of the parties hereto or Sponsor after the Closing.

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 Representativesdirectors, members, partners, stockholders, officers, employees and Affiliates, that SkaddenXxxxxxxxx & Xxxxxxx LLP and any other legal counsel representing the Company or any of its Subsidiaries prior to the Closing (each, Arps, Slate, Xxxxxxx & Xxxx LLP a “Prior Company Counsel”) may serve as counsel to Seller any of the Stockholders’ Representative, Principal Stockholder, other Stockholders, Option Holders, and any of each such Person’s respective Affiliates (other than the Company and its Affiliates 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, Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) Prior Company Counsel may serve as counsel to the Seller Group or any director, member, partner, stockholder, officer, employee or Affiliate of the Seller 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 representation or any continued prior representation of the Company and/or any of and its Subsidiaries, and each of the parties hereto (on its own behalf and on behalf of its Representatives) 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 privilege attaching as a result of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing Buyer Indemnified Party (including the Surviving Company or any of its Subsidiaries) in accordance with Section 9.3, notwithstanding that any Prior Company Counsel may be representing the Company and 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 transactions 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 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, however, that such privilege from and after the Closing shall be controlled by Seller. As or any matter relating to any of the foregoing, are privileged attorney-client communications between Skaddenthe Company, Arps, Slate, Xxxxxxx & Xxxx LLP its Subsidiaries and the Company or any of its Subsidiaries prior to the Closing Date Seller Group and such counsel (collectively, the “Privileged Communications”)) and belong solely to the Seller Group, and from and after the PurchaserClosing 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 Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or 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 Seller Group parties hereto after the Closing. This Section 12.12 is for the benefit of the Seller Group and each Prior Company Counsel, and the Seller Group and each Prior Company Counsel are express third party beneficiaries of this 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 prior written consent of each of the Seller Group and each Prior Company Counsel 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 Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to Seller the Company Entities, on the one hand, and its Affiliates certain of their Non-Recourse Parties (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, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim or obligation arising out of or relating to this Agreement or the transactions matters contemplated by this Agreement notwithstanding such representation 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 RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP representing the Company 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, however, provided that such privilege from and after the Closing shall be controlled by SellerSeller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries together with any of their respective controlled 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 Seller Group 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) Seller, and none of Buyer, the Company 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. (a) Each of the parties to this Agreement hereby agreesParties, on its own behalf and on behalf of its RepresentativesAffiliates, 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, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Xxxx Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Seller Group, on the other hand, any legal counsel, including Xxxxxx Frome Xxxxxxx LLP (“Xxxxxx”), that Skaddenrepresented Acquiror and/or the Sponsor prior to the Closing, Arpsmay 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, Slateand even though such counsel may have represented Acquiror in a matter substantially related to such dispute, Xxxxxxx & 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 under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Xxxx LLP may serve as counsel Group, on the one hand, and Xxxxxx, on the other hand, the attorney-client privilege and the expectation of client confidence shall survive the Merger and belong to Seller the Xxxx Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. (b) Acquiror and the Company, on behalf of their respective Affiliates, equityholders, members, partners and Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other Equity Securities of the Company, its Subsidiaries or any Group Company and/or any of their respective directors, members, partners, officers, employees or Affiliates (individually and other than the Surviving Corporation) (collectively, the “Seller Group”), on the one hand, and (y) the Company and its SubsidiariesSurviving Corporation and/or any member of the Xxxx Group, on the other hand, any legal counsel, including Xxxxx, Yeager, Xxxxxx, Xxxxxx & Xxxxxx, P.A. (“Xxxxx Xxxxxx”) that represented the Company prior to the Closing, may represent any member of the Seller 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 and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller Group, in connection with any Action, litigation, claim dispute 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 representation hereby or thereby) between or among the Company, its Subsidiaries or any continued representation of the Group Company and/or any member of its Subsidiariesthe Seller Group, on the one hand, and each Xxxxx 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 Representatives) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Merger and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Seller. As belong to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser, the Company, and each of its Subsidiaries 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 Seller Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to any Seller and its Affiliates (individually and collectively, the “Seller Group”)Party, on the one hand, and the Company and its SubsidiariesEntities, 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, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successor) may serve as counsel to the any Seller GroupParty, only in connection with any Action, 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 representation or any continued representation of the Company and/or any of its SubsidiariesEntities, and each of the parties hereto (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP representing the Company or any of its Subsidiaries Entities in connection with the transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, provided that such privilege from and after the Closing shall be controlled by Seller. As to any privileged attorney-client attorney‑client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and any of the Company or any of its Subsidiaries Entities prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser, the Company, Buyer and each of its Subsidiaries 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 Seller Group parties after the Closing.

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 RepresentativesAffiliates, 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, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Axxx Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Seller Group, on the other hand, any legal counsel, including Oxxxxx Frome Wxxxxxx LLP (“Oxxxxx”), that Skaddenrepresented Acquiror and/or the Sponsor prior to the Closing, Arpsmay 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, Slateand even though such counsel may have represented Acquiror in a matter substantially related to such dispute, Xxxxxxx & Xxxx LLP or may serve 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 counsel to Seller all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Axxx Group, on the one hand, and Oxxxxx, on the other hand, the attorney-client privilege and the expectation of client confidence shall survive the Merger and belong to the Axxx Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. (b) Acquiror and the Company, on behalf of their respective Affiliates, equityholders, members, partners and Representatives (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other Equity Securities of the Company, its Subsidiaries or any Group Company and/or any of their respective directors, members, partners, officers, employees or Affiliates (individually and other than the Surviving Corporation) (collectively, the “Seller Group”), on the one hand, and (y) the Company and its SubsidiariesSurviving Corporation and/or any member of the Axxx Group, on the other hand, any legal counsel, including Nxxxx, Yeager, Gxxxxx, Xxxxxx & Fxxxxx, P.A. (“Nxxxx Xxxxxx”) that represented the Company prior to the Closing, may represent any member of the Seller 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 and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for 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, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any successor) may serve as counsel to the Seller Group, in connection with any Action, litigation, claim dispute 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 representation hereby or thereby) between or among the Company, its Subsidiaries or any continued representation of the Group Company and/or any member of its Subsidiariesthe Seller Group, on the one hand, and each Nxxxx 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 Representatives) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP representing the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement client confidence shall survive the Closing Merger and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by Seller. As belong to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the Purchaser, the Company, and each of its Subsidiaries 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 Seller Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving 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 Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that SkaddenXxxxxxxx & Xxxxx LLP, ArpsMorris, SlateNichols, Arsht & Xxxxxxx & Xxxx LLP and Akerman LLP (collectively, “Prior Company Counsel”) may serve as counsel to Seller the Company and its Affiliates Subsidiaries, on the one hand, and Holdings (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, and that, following consummation of the transactions contemplated herebyTransactions, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Prior Company Counsel (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, litigation, claim Action or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement Transactions notwithstanding such representation or any continued representation of the Company and/or or any of its Subsidiaries, and each of the parties hereto Parties (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Prior Company Counsel representing the Company 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, however, provided that such privilege from and after the Closing shall be controlled by SellerHoldings on behalf of the Seller Group. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Prior Company Counsel and the Company or Prior Company Counsel and any of its the Company’s Subsidiaries in connection with the Transactions prior to the Closing Date (collectively, the “Company Privileged Communications”), the PurchaserAcquiror, the Company, Company and each of its Subsidiaries Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or 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 Seller Parties after the Closing. In addition, if the Mergers and the other Transactions are consummated, all Company Privileged Communications related to such transactions will become the property of (and be controlled by) Holdings or its direct or indirect equityholders, and none of Acquiror, the Company 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. (b) Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that DLA Piper LLP (US) (“Prior Acquiror Counsel”) may serve as counsel to the Acquiror Parties and the Sponsor (individually and collectively, the “Acquiror Group”) in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, and the consummation of the Transactions, and that, following consummation of the Transactions, Prior Acquiror Counsel (or any of its respective successors) may serve as counsel to the Acquiror Group or any director, manager, member, partner, officer, employee or Affiliate of any member of the Acquiror Group, in connection with any Action or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation or any continued representation of the Acquiror Group, and each of the 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. As to any privileged attorney-client communications between Prior Acquiror Counsel and the Acquiror Group (or any member thereof) in connection with the Transactions prior to the Closing Date (collectively, the “Acquiror Privileged Communications”), Acquiror, Holdings, the Company and each of its Subsidiaries, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such party may use or rely on any of the Acquiror Privileged Communications in any action against or involving any of the Parties or Sponsor after the Closing.

Provisions Respecting Representation of the Company. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to Seller the Company Entities, on the one hand, and its Affiliates certain of their Non-Recourse Parties (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, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, 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 or any continued representation of the Company and/or any of its Subsidiariesrepresentation, and each of the parties hereto (on its own behalf and on behalf of its RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP representing the Company or any of its Subsidiaries in connection with the purchase and sale of the Purchased Interests and any of the other transactions contemplated by this Agreement shall survive the Closing and shall remain in effect, provided, however, that such privilege from and after the Closing shall be controlled by SellerSeller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney-client attorney‑client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries Subsidiaries, 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 Seller Group 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) Seller, and none of Buyer, the Company 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 hereby agrees, on its own behalf and on behalf of its Representativesdirectors, managers, members, partners, officers, employees and Affiliates, that Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP may serve as counsel to Seller the Company Entities, on the one hand, and its Affiliates certain of their Non-Recourse Parties (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, Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP (or any successorof its respective successors) may serve as counsel to the Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action, 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 representation 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 RepresentativesAffiliates) 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 Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP representing the Company 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, however, provided that such privilege from and after the Closing shall be controlled by SellerSeller on behalf of Seller and its Non-Recourse Parties. As to any privileged attorney-client communications between Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of its the Company’s Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Closing Date (collectively, the “Privileged Communications”), the PurchaserBuyer, the Company, Company and each of its Subsidiaries 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 Seller Group 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) Seller, and none of Buyer, the Company 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.