Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]

Retention of Counsel. In any dispute or proceeding arising under or Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) the Business Entities and (b) Parent and the Sellers in connection with the negotiation, preparation, execution and delivery of this AgreementAgreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including Article IXafter consummation of the transactions contemplated by this Agreement and the other Transaction Documents, Seller shall have when the rightinterests of Parent and the Sellers, at his electionon the one hand, to retain and the firm Business Entities, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of Drinker Xxxxxx & the Business Entities believes that Fxxxx Xxxxx LLP can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter Parent and the communication by such counsel to Seller Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any such representation dispute arising out of or relating to this Agreement or any fact known of the other Transaction Documents or the transactions contemplated hereby and thereby, and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such counsel dispute or may be handling ongoing matters for the Business Entities or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising by reason of such counsel’s prior representation of Seller or the Companytherefrom. Buyer, for itselfitself and the Business Entities, and for Buyer’s and the Company, their respective post-Closing Affiliates and its and their Business Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Parent and its the Sellers, on the one hand, and counsel, including Drinker Xxxxxx & Xxxxx LLPon the other hand, including, without limitation, Fxxxx Xxxxx, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or Parent, the Company Sellers and/or its any of their respective Subsidiaries (including the Business Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyerbetween Parent, the Company, their respective post-Closing Affiliates or Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer the Business Entities and not Parent or the Company Sellers. Buyer and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge Business Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the Company counsel’s representation of an Business Entity, Seller or Parent prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by Parent and may be waived only by the Closing and continue to be a privilege of the Company Parent, and not Seller after a Business Entity, and shall not pass to or be claimed or used by Buyer or any Business Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementAgreement following the Closing, including Article IX, Seller Sellers and the Sellers’ Representative shall have the right, at his its election, to retain the firm of Drinker Xxxxxx Xxxxx & Xxx Xxxxx LLP PLLC or Xxxxxxxx, Xxxxxxx & Xxxx, PA to represent him them in such matter, and Buyereach Purchaser Party, for itselfitself and the Acquired Companies, the Company and each of for their respective post-Closing Affiliates, successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller Sellers and the Sellers’ Representative in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or any of the CompanyAcquired Companies. BuyerEach Purchaser Party, for itselfitself and (after the Closing) the Acquired Companies, the Company, and for their respective post-Closing Affiliates and its and their respective Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any of the Acquired Companies and its counsel, including Drinker Xxxxxx & Xxxxx LLP, such counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or proceeding arising under or in connection with, this Agreement whichor otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or its Acquired Companies and such counsel and would not be subject to disclosure to Buyer the Purchaser Parties in connection with any process relating to a dispute arising under under, or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between Sellers and such counsel, and none of Buyer, neither the Company, their respective post-Closing Affiliates or Purchaser Parties nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Purchaser Parties shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or any of the Company Acquired Companies and not SellerSellers. Other than as explicitly set forth in this Section, Sellers and the parties acknowledge that any Sellers’ Representative may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any other legal privilege attaching as a result of legal counsel representing or immunity against the Company prior to the Closing shall survive the Closing Purchaser Parties and continue to be a privilege of the Company and not Seller (after the Closing) the Acquired Companies or any of their respective Affiliates, successors and assigns to the fullest extent permitted by Applicable Law. [Signature Page Follows]Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Purchaser Parties, the Acquired Companies or any of their respective Affiliates, on the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates) on the other hand, the Acquired Companies and the Purchaser Parties may assert the attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Xxxxx & Xxx Xxxxx PLLC or Xxxxxxxx, Xxxxxxx & Xxxx, PA to such third party; provided that none of the Acquired Companies or any of their respective Affiliates may waive any such privilege without the prior written consent of the Sellers’ Representative.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXincluding, Seller without limitation, Sections 2.3 and 11.1 hereof, Sellers shall have the right, at his their election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP and Xxxxx, Xxxxx & Xxxxxx LLP to represent him them in such matter, matter and Buyer, for itself, itself and the Company Eldorado Entities and each of their respective post-Closing Affiliatesfor its and the Eldorado Entities' successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s 's prior representation of Seller Sellers or the CompanyEldorado Entities. Buyer, for itselfitself and the Eldorado Entities, the Company, their respective post-Closing Affiliates and its and their respective the Eldorado Entities' successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Sellers and its their counsel, including including, without limitation, Drinker Xxxxxx & Xxxxx LLP and Xxxxx, Xxxxx & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, with this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its Sellers and their counsel and would not be subject to disclosure to the Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Sellers and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Eldorado Entities and not Sellerthe Sellers. Other than as explicitly set forth in this SectionSection 13.14, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company Eldorado Entities prior to the Closing shall survive the Closing and continue to be a privilege of the Company Eldorado Entities, and not Seller the Sellers, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter itself and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counselIPG Entities, and for Buyer’s prior representation of Seller or and the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their IPG Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Parent and its the Sellers, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx & Xxxxx Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or Parent, the Company Sellers and/or its any of their respective Subsidiaries (including the IPG Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Parent, the Sellers and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer the IPG Entities and not Parent or the Company Sellers. Buyer and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge IPG 119 Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the Company counsel’s representation of an IPG Entity, Seller or Parent prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by Parent and may be waived only by the Closing and continue to be a privilege of the Company Parent, and not Seller after an IPG Entity, and shall not pass to or be claimed or used by Buyer or any IPG Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and (a) Buyer, for itself, itself and the Company and each of their respective post-Closing Affiliatesthe Company Subsidiaries, hereby irrevocably waives and consents to any such representation in any such matter for Buyer’s and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counselCompany’s prior representation of Seller or and the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their Company Subsidiaries’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller, on the one hand, and counsel, on the other hand, including the general counsel of Seller and its counsel, including Drinker the attorneys in Seller’s legal department reporting to her and Xxxxxx & Xxxxx LLPXxxxxxx LLP (“Seller’s Counsel”), made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement Agreement, which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or and/or any of its respective Subsidiaries (including the Company and/or its and the Company Subsidiaries) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, otherwise and shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and/or the Company Subsidiaries and not Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Company and the Company Subsidiaries agree that any attorney-client privilege attaching privilege, attorney work-product protection and expectation of client confidence arising from or as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege any counsel’s representation of the Company and not the Company Subsidiaries, or Seller after prior to the Closing. [Signature Page Follows], and all information and documents covered by such privilege or protection, shall belong to and be controlled by Seller and may be waived only by Seller, and not the Company or the Company Subsidiaries and shall not pass to or be claimed or used by Buyer, the Company or any Company Subsidiary.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXthe Stockholders Representative and Sellers (collectively, Seller the “Selling Stockholders”) shall have the right, at his their election, to retain the firm of Drinker Xxxxxx Paul, Hastings, Jxxxxxxx & Xxxxx Wxxxxx LLP to represent him them in such matter, and Buyer, for itself, itself and the Company and each of their for Buyer’s and the Company’s respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller Sellers or the Company. Buyer, for itself, itself and the Company and for Buyer’s and the Company, their respective post-Closing Affiliates and its and their ’s respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Sellers and its counsel, including Drinker Xxxxxx including, without limitation, Paul, Hastings, Jxxxxxxx & Xxxxx Wxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its Sellers and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Sellers and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not SellerSellers. Other than as explicitly set forth in this SectionSection 12.16, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller Sellers, after the Closing. [Signature Remainder of Page FollowsIntentionally Left Blank]

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itselfitself and, following the Closing, the Company Purchased Entities, and each of their respective post-Closing Affiliatesfor Buyer’s and, hereby irrevocably waives and consents to any such representation in any such matter and following the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfClosing, the Company, their respective post-Closing Affiliates and its and their Purchased Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx Fenwick & Xxxxx West LLP and Bxxxx & MxXxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including the Company and/or its Purchased Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Purchased Entities and not to Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Purchased Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing Fenwick & West LLP’s and Bxxxx & MxXxxxxx LLP’s representation of an Purchased Entity or Seller in connection with the Company negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under or in connection with, this Agreement and which exists prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by Seller and may be waived only by the Closing and continue to be a privilege of the Company Seller, and not Seller after a Purchased Entity, and shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementEach of Arion and Arion Opco, including Article IXfor itself and, Seller shall have following the rightClosing, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matterPurchased Entities, and Buyerfor Arion’s and Arion Opco’s and, for itselffollowing the Closing, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their Purchased Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Sphinx and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx Fenwick & Xxxxx West LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller Sphinx or any of its Subsidiaries (including the Company and/or its Purchased Entities) and their counsel and would not be subject to disclosure to Buyer Arion or Arion Opco in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Sphinx and such counsel, and none of BuyerArion, the Company, their respective post-Closing Affiliates Arion Opco or any Person Person, acting or purporting to act on behalf of or through Buyer, the Company Arion or their respective post-Closing Affiliates Arion Opco shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Purchased Entities and not Sellerto Sphinx. Other than as explicitly set forth in this SectionEach of Arion, Arion Opco and the parties acknowledge Purchased Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the Company counsel’s representation of an Purchased Entity or Sphinx prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive the Closing belong to and continue to be a privilege of the Company controlled by Sphinx and may be waived only by Sphinx, and not Seller after a Purchased Entity, and shall not pass to or be claimed or used by Arion, Arion Opco or any Purchased Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXincluding, without limitation, Sections 2.2 and 11.1, Seller shall have the right, at his its election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him it in such matter, and Buyer, for itself, itself and the Company and each of their respective post-Closing Affiliatesfor its and the Company's successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s 's prior representation of Seller or the Company. Buyer, for itself, itself and the Company and for its and the Company, their respective post-Closing Affiliates and its and their respective 's successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including including, without limitation, Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or and its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Seller and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this SectionSection 14.14, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller Seller, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXAgreement following the Closing, Seller shall have the right, at his its election, to retain the firm of Drinker Xxxxxx Xxxxxxx Xxxxx & Xxxxx Scarborough LLP with respect to represent him representation in such matter, and Buyerthe Buyer and Security National, for itselfthemselves, the surviving Company and each of Company Subsidiaries and their respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives waive and consents consent to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Company or the CompanyCompany Subsidiaries. BuyerBuyer and Security National, for itselfthemselves and the surviving Company and Company Subsidiaries and such respective Persons’ Affiliates, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges acknowledge and agrees agree that all communications between Seller the surviving Company and its counsel, including Drinker Xxxxxx & Xxxxx LLP, Company Subsidiaries and counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or proceeding arising under or in connection with, with this Agreement whichthat, immediately prior to the Closing, would be deemed to be privileged communications of Seller the surviving Company or the Company and/or Subsidiaries and its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Security National. The Parties have executed and not Seller. Other than delivered this Unit Purchase Agreement as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closingdate first written above. [Signature Page Follows]SECURITY NATIONAL: SECURITY NATIONAL FINANCIAL CORPORATION By: /s/ S. Xxxxxx Xxxxx Name: S. Xxxxxx Xxxxx Title: Vice-President BUYER: SNFC SUBSIDIARY, LLC By: /s/ S. Xxxxxx Xxxxx Name: S. Xxxxxx Xxxxx Title: Vice President COMPANY: AMERICAN FUNERAL FINANCIAL, LLC By: /s/ A. Xxxx Xxxxxxx Name: A. Xxxx Xxxxxxx Title: President SELLER: HYPERSHOP, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXunder Section 10, Seller shall have the right, at his its election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him it in such matterdispute or proceeding, and Buyer, for itself, the itself and each Acquired Company and each of their respective post-Closing Affiliatesfor its and such Acquired Company’s successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter dispute or proceeding and the communication by such counsel to Seller or any of its Affiliates in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller any Acquired Company or the Companyany of their respective Affiliates. Buyer, for itself, the Company, their respective post-Closing Affiliates Acquired Companies and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any Acquired Company and its counsel, including Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company such Acquired Company, and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the such Acquired Company and not Seller. Other than as explicitly set forth in this SectionSection 11(p), the parties Parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the any Acquired Company prior to the Closing shall survive the Closing and continue to be a privilege of the such Acquired Company and not Seller after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, event that the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents shall be obligated to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation pay Indemnifiable Expenses as a result of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfProceeding against Indemnitee, the Company, their respective post-Closing Affiliates if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by that Indemnitee with respect to that same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at Indemnitee’s expense, and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding as to which Indemnitee shall have reasonably made the conclusion provided for in (B) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and prior written consent. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement. The Company shall not be obligated pursuant to the provisions of this Agreement to provide counsel, including Drinker Xxxxxx & Xxxxx LLPindemnify or advance expenses to Indemnitee with respect to proceedings or other claims initiated or brought voluntarily by Indemnitee and not by way of defense, made in connection except with the negotiation, preparation, execution, delivery and closing under, respect to proceedings brought to establish or any dispute or proceeding arising enforce a right to indemnification under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates any other statute or any Person purporting to act on behalf of law or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than otherwise as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege required under Section 145 of the Company and not Seller after the Closing. [Signature Page Follows]DGCL.

Retention of Counsel. In any dispute or proceeding arising under or (a) Each of the Parties acknowledges that Vxxxxxx LLP (“Sellers’ Counsel”) currently serves as counsel to both the Acquired Companies and the Sellers in connection with the negotiation, preparation, execution and delivery of this AgreementAgreement and the consummation of the Transaction. There may come a time, including Article IXafter consummation of the Transaction, Seller shall have when the rightinterests of the Sellers, at his electionon the one hand, to retain and the firm Acquired Companies, on the other hand, may no longer be aligned or when, for any reason, the Sellers, Sellers’ Counsel or any of Drinker Xxxxxx & Xxxxx LLP the Acquired Companies believes that Sellers’ Counsel can or should no longer represent both the Sellers and the Acquired Companies. The parties understand and specifically agree that Sellers’ Counsel may withdraw from representing the Acquired Companies and continue to represent him in such matterthe Sellers, and Buyer, for itself, even if the Company and each interests of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter the Sellers and the communication by such counsel to Seller interests of the Acquired Companies are or may be adverse, including in connection with any such representation dispute arising out of any fact known or relating to this Agreement or the Transaction, and even though Venable may have represented the Acquired Companies in a matter substantially related to such counsel dispute or may be handling ongoing matters for the Acquired Companies or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising by reason of such counsel’s prior representation of Seller or the Companytherefrom. Buyer, for itself, the Company, their respective post-Closing Affiliates itself and its Affiliates (including Acquired Companies), and for their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Sellers, on the one hand, and its counsel, including Drinker Xxxxxx & Xxxxx LLPon the other hand, including, without limitation, Sellers’ Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company Sellers and/or its any of the Acquired Companies and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Sellers and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Acquired Companies and not Sellerthe Sellers. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Acquired Companies agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the counsel’s representation of an Acquired Company or Seller prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by the Closing Sellers and continue to may be a privilege of waived only by the Company Sellers, and not Seller after an Acquired Company, and shall not pass to or be claimed or used by Buyer or any Acquired Company, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or (a) Each of the Parties acknowledges that Xxxxxxx LLP (“Sellers’ Counsel”) currently serves as counsel to both the Acquired Companies and the Sellers in connection with the negotiation, preparation, execution and delivery of this AgreementAgreement and the consummation of the Transaction. There may come a time, including Article IXafter consummation of the Transaction, Seller shall have when the rightinterests of the Sellers, at his electionon the one hand, to retain and the firm Acquired Companies, on the other hand, may no longer be aligned or when, for any reason, the Sellers, Sellers’ Counsel or any of Drinker Xxxxxx & Xxxxx LLP the Acquired Companies believes that Sellers’ Counsel can or should no longer represent both the Sellers and the Acquired Companies. The parties understand and specifically agree that Sellers’ Counsel may withdraw from representing the Acquired Companies and continue to represent him in such matterthe Sellers, and Buyer, for itself, even if the Company and each interests of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter the Sellers and the communication by such counsel to Seller interests of the Acquired Companies are or may be adverse, including in connection with any such representation dispute arising out of any fact known or relating to this Agreement or the Transaction, and even though Venable may have represented the Acquired Companies in a matter substantially related to such counsel dispute or may be handling ongoing matters for the Acquired Companies or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising by reason of such counsel’s prior representation of Seller or the Companytherefrom. Buyer, for itself, the Company, their respective post-Closing Affiliates itself and its Affiliates (including Acquired Companies), and for their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Sellers, on the one hand, and its counsel, including Drinker Xxxxxx & Xxxxx LLPon the other hand, including, without limitation, Sellers’ Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company Sellers and/or its any of the Acquired Companies and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Sellers and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Acquired Companies and not Sellerthe Sellers. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Acquired Companies agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the counsel’s representation of an Acquired Company or Seller prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by the Closing Sellers and continue to may be a privilege of waived only by the Company Sellers, and not Seller after an Acquired Company, and shall not pass to or be claimed or used by Buyer or any Acquired Company, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller Shareholders and Representative shall have the right, at his their election, to retain the firm of Drinker Xxxxxx & Xxxxx Xxxxxx Xxxx Xxxxxxx LLP to represent him them in such matter, and Buyerthe Buyer Entities, for itself, themselves and the Company and each of for their and such Persons’ respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller Shareholders and Representative in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. BuyerEach Buyer Party, for itself, itself and the Company, their respective post-Closing Affiliates and for its and their such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that (a) all communications between Seller or among the Company, Shareholders, the Representative and its counsel, including Drinker Xxxxxx & Xxxxx LLP, Xxxxxx Xxxx Xxxxxxx LLP made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement whichthat, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or its and their counsel and would not be subject to disclosure to the Buyer Parties in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwiseAgreement, shall survive, continue and remain in effect after the Closing and for all purposes be deemed to be privileged communications with between Shareholders and such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or (b) neither Buyer Party nor any Person purporting to act on behalf of or through Buyerthe Buyer Parties may use or rely on any such privileged communications in any action or claim against or involving any of the parties hereto after the Closing, the Company and (c) neither Buyer Party nor any Person purporting to act on behalf of or their respective post-Closing Affiliates through a Buyer Party shall seek to obtain the same any such privileged communications by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Shareholders.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementAgreement following the Closing, including Article IX, the Seller Representative shall have the right, at his election, to retain the firm of Drinker not be precluded from retaining Xxxxxx Xxxxxxx & Xxxxx Xxxx LLP (“HHR”) to represent him it in such mattermatter by virtue of their representation of the Company in connection with this Agreement, and Buyer, for itself, itself and the Company and each of their for its and such respective post-Closing Persons’ Affiliates, successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel HHR to the Seller Representative in connection with any such representation of any fact known to such counsel HHR arising by reason of such counselHHR’s prior representation of Seller or the Company, even though the interests of the Seller Representative may be directly adverse to Buyer, the Company or any of their respective subsidiaries; provided, however the foregoing is not a waiver of any other conflict that might exist. Buyer, for itself, itself and the Company, their respective post-Closing Affiliates Company and for its and their such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any of the Company and its counsel, including Drinker Xxxxxx & Xxxxx LLP, HHR made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or proceeding arising under or in connection with, with this Agreement whichor otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or its counsel and HHR and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with such counsel, between the Seller Representative and none of Buyer, HHR and belongs solely to the Company, their respective post-Closing Affiliates Seller Representative and may be controlled only by the Seller Representative and shall not pass to or be claimed by Buyer and the Company in any dispute between them and neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Company, and not Sellerthe Seller Representative. Other than as explicitly set forth in this Section, This right to the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing shall exist even if such communications may exist on the Company prior to Company’s computer system or in documents in the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Company’s possession.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXAgreement following the Closing, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx Xxxxx & Xxx Xxxxx LLP PLLC to represent him them in such matter, and BuyerPurchaser, for itselfitself and the Company, the Company and each of for their respective post-Closing Affiliates, successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. BuyerPurchaser, for itself, itself and (after the Closing) the Company, and for their respective post-Closing Affiliates and its and their respective Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Company and its counsel, including Drinker Xxxxxx & Xxxxx LLP, counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or proceeding arising under or in connection with, this Agreement whichor otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or and its counsel and would not be subject to disclosure to Buyer Purchaser in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between Seller and such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or neither Purchaser nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications communications, belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, Seller may assert the parties acknowledge that any attorney-client privilege, the work product privilege, the expectation of client confidence and any other legal privilege attaching as a result of legal counsel representing or immunity against Purchaser and (after the Closing) the Company prior or any of their respective Affiliates, successors and assigns to the Closing shall survive fullest extent permitted by Applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser, the Company or any of their respective Affiliates, on the one hand, and continue a third party (other than a Party to be a privilege this Agreement or any of their respective Affiliates) on the other hand, Purchaser, the Company and not Seller after any of their respective Affiliates may assert the Closing. [Signature Page Follows]attorney-client privilege, the work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Xxxxx & Xxx Xxxxx PLLC to such third party; provided, that neither the Company nor any of its Affiliates may waive any such privilege without the prior written consent of Seller.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itselfitself and, following the Closing, the Company Purchased Entities, and each of their respective post-Closing Affiliatesfor Buyer’s and, hereby irrevocably waives and consents to any such representation in any such matter and following the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfClosing, the Company, their respective post-Closing Affiliates and its and their Purchased Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx Ropes & Xxxxx Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including the Company and/or its Purchased Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Purchased Entities and not to Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Purchased Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing Ropes & Xxxx LLP’s representation of an Purchased Entity or Seller in connection with the Company negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and which exists prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by Seller and may be waived only by the Closing and continue to be a privilege of the Company Seller, and not Seller after a Purchased Entity, and shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itselfitself and, following the Closing, the Company Purchased Entities, and each of their respective post-Closing Affiliatesfor Buyer’s and, hereby irrevocably waives and consents to any such representation in any such matter and following the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfClosing, the Company, their respective post-Closing Affiliates and its and their Purchased Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx & Xxxxx Bird LLP and Xxxxxx, Xxxx & Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding action arising under or in connection with, this Agreement whichthat, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including the Company and/or its counsel 101 Purchased Entities) and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwisetheir counsel, shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Purchased Entities and not to Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Purchased Entities agree that any attorney-Privilege and expectation of client privilege attaching confidence arising from or as a result of legal counsel representing Xxxxxx & Bird LLP’s and Xxxxxx, Xxxx & Xxxxxxxx LLP’s representation of a Purchased Entity or Seller in connection with the Company negotiation, preparation, execution, delivery and closing under, or any dispute or action arising under or in connection with, this Agreement that exists prior to the Closing Closing, and all information and documents covered by such Privilege, shall survive the Closing belong to and continue to be a privilege of the Company controlled by Seller and may be waived only by Seller, and not Seller after a Purchased Entity, and shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the Closing. [Signature Page Follows]assertion of such Privilege against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, event that the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents shall be obligated to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation pay Indemnifiable Expenses as a result of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by that Indemnitee with respect to that same proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such proceeding at Indemnitee’s expense, and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Indemnifiable Litigation as to which Indemnitee shall have reasonably made the conclusion provided for in (B) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. Neither the Company nor Indemnitee will unreasonably withhold their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its consent to any proposed settlement. The Company shall not be obligated pursuant to the provisions of this Agreement to provide counsel, including Drinker Xxxxxx & Xxxxx LLPindemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, made in connection except with the negotiation, preparation, execution, delivery and closing under, respect to proceedings brought to establish or any dispute or proceeding arising enforce a right to indemnification under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates any other statute or any Person purporting to act on behalf of law or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than otherwise as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege required under Section 145 of the Company and not Seller after the Closing. [Signature Page Follows]Delaware General Corporation Law.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXincluding, Seller without limitation, Sections 2.2 and 11, the Sellers shall have the right, at his their election, to retain the firm of Drinker Xxxxxx Xxxx & Xxxxxxxx LLP and/or Xxxxxx & Xxxxx Xxxxxx LLP to represent him any of them in such matter, and the Buyer, for itself, itself and the Company and each of their respective post-Closing Affiliatesfor its and the Company's successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s 's prior representation of Seller the Sellers or the Company. The Buyer, for itself, itself and the Company and for its and the Company, their respective post-Closing Affiliates and its and their respective 's successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Sellers and its counsel, including Drinker including, without limitation, Xxxxxx Xxxx & Xxxxxxxx LLP and/or Xxxxxx & Xxxxx Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or Sellers and its counsel and would not be subject to disclosure to the Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Sellers and such counsel, counsel and none of Buyer, neither the Company, their respective post-Closing Affiliates or Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Sellerthe Sellers. Other than as explicitly set forth in this SectionSection 14.12, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller the Sellers, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXincluding, Seller without limitation, Sections 2.2 and 11, the Sellers shall have the right, at his their election, to retain the firm of Drinker Xxxxxx Xxxx & Xxxxx Xxxxxxxx LLP and/or Kohnan & Xxxxxx LLP to represent him any of them in such matter, and the Buyer, for itself, itself and the Company and each of their respective post-Closing Affiliatesfor its and the Company's successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s 's prior representation of Seller the Sellers or the Company. The Buyer, for itself, itself and the Company and for its and the Company, their respective post-Closing Affiliates and its and their respective 's successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Sellers and its counsel, including Drinker including, without limitation, Xxxxxx Xxxx & Xxxxx Xxxxxxxx LLP and/or Kohnan & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or Sellers and its counsel and would not be subject to disclosure to the Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Sellers and such counsel, counsel and none of Buyer, neither the Company, their respective post-Closing Affiliates or Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Sellerthe Sellers. Other than as explicitly set forth in this SectionSection 14.12, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller the Sellers, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter itself and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counselDVU Transferred Entities, and for Buyer’s prior representation of Seller or and the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their DVU Transferred Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller Seller, on the one hand, and its legal counsel, including Drinker Xxxxxx & on the other hand, including, without limitation, Xxxxx LLPDay, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or and/or any of its Subsidiaries (including the Company and/or its DVU Transferred Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall will continue after the Closing to be privileged communications with between Seller and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall Buyer will seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company DVU Transferred Entities and not Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge DVU Transferred Entities agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the Company counsel’s representation of a DVU Transferred Entity and Seller prior to the Closing shall survive the Closing Closing, and continue all information and documents covered by such privilege or protection, will belong to and be a privilege of the Company controlled by Seller and may be waived only by Seller, and not Seller after a DVU Transferred Entity, and will not pass to or be claimed or used by Buyer or any DVU Transferred Entity, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itselfitself and Nutra, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives for Buyer’s and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counselNutra’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller GNC, Parent and its Seller, on the one hand, and counsel, including Drinker on the other hand, including, without limitation, Xxxxxx & Xxxxx Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding Action arising under or in connection with, this Agreement which, immediately prior to the Initial Closing, would be deemed to be privileged communications of GNC, Parent, Seller or the Company and/or its any of their respective Subsidiaries (including Nutra) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Initial Closing to be privileged communications with between GNC, Parent, Seller and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Nutra and not GNC, Parent or Seller. Other than as explicitly set forth in this Section, the parties acknowledge Buyer and Nutra agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing the Company such counsel’s representation of Nutra, GNC, Seller or Parent prior to the Closing Initial Closing, and all information and documents covered by such privilege or protection, shall survive the Closing belong to and continue to be a privilege of the Company controlled by GNC and may be waived only by GNC, and not Seller after the Closing. [Signature Page Follows]Nutra, and shall not pass to or be claimed or used by Buyer or Nutra, except that Nutra shall be permitted to assert such privilege or protection against any third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itselfitself and, following the Closing, the Company Purchased Entities, and each of their respective post-Closing Affiliatesfor Buyer’s and, hereby irrevocably waives and consents to any such representation in any such matter and following the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfClosing, the Company, their respective post-Closing Affiliates and its and their Purchased Entities’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx & Xxxxx Bird LLP and Xxxxxx, Xxxx & Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding action arising under or in connection with, this Agreement whichthat, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including the Company and/or its counsel Purchased Entities) and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwisetheir counsel, shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Purchased Entities and not to Seller. Other than as explicitly set forth in this Section, Buyer and the parties acknowledge Purchased Entities agree that any attorney-Privilege and expectation of client privilege attaching confidence arising from or as a result of legal counsel representing Xxxxxx & Bird LLP’s and Xxxxxx, Xxxx & Xxxxxxxx LLP’s representation of a Purchased Entity or Seller in connection with the Company negotiation, preparation, execution, delivery and closing under, or any dispute or action arising under or in connection with, this Agreement that exists prior to the Closing Closing, and all information and documents covered by such Privilege, shall survive the Closing belong to and continue to be a privilege of the Company controlled by Seller and may be waived only by Seller, and not Seller after a Purchased Entity, and shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the Closing. [Signature Page Follows]assertion of such Privilege against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXSeller Representative and the Sellers (collectively, Seller the “Selling Parties”) shall have the right, at his their election, to retain the firm of Drinker Xxxxxx & Xxxxx Xxxxxxx XxXxxxxxx LLP to represent him them in such matter, and the Buyer, for itselfitself and its Affiliates, including the Company Companies after the Closing and each of their for the Buyer and its respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Selling Parties in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Selling Parties or the CompanyCompanies. The Buyer, for itself, the Company, their respective post-Closing Affiliates itself and its Affiliates, including the Companies after the Closing, and for their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Selling Parties and its counsel, including Drinker Xxxxxx & Xxxxx including, without limitation, Xxxxxxx XxXxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, which would be deemed to be privileged communications of Seller or the Company and/or its Selling Parties and their counsel and would not be subject to disclosure to the Buyer or its Affiliates, including the Companies after the Closing, in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Selling Parties and such counsel, counsel and none of Buyerthe Buyer or its Affiliates, including the CompanyCompanies after the Closing, their respective post-Closing Affiliates or any Person acting or purporting to act on behalf of or through Buyerthe Buyer or its Affiliates, including the Company or their respective post-Closing Affiliates Companies after the Closing, shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Buyer or its Affiliates, including the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller Companies after the Closing. [Signature Page Follows], and not the Selling Parties.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates itself and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its Subsidiaries, on the one hand, and legal counsel, on the other hand, including Drinker Xxxxxx Fenwick & Xxxxx West LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or any of its Subsidiaries and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Seller and such counsel, and none of Buyerneither Buyer nor any Person, the Company, their respective post-Closing Affiliates acting or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not to Seller. Other than as explicitly set forth in this Section, the parties acknowledge Buyer agree that any attorney-client privilege attaching privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of legal counsel representing counsel’s representation of Seller in connection with the Company negotiation, preparation, execution, delivery, structuring and consummation under, or any dispute or action, claim or Proceeding arising under or in connection with, this Agreement and which exists prior to the Closing Closing, and all information and documents covered by such privilege or protection, shall survive belong to and be controlled by Seller and may be waived only by the Closing and continue to be a privilege of the Company Seller, and not Seller after by Buyer, and shall not pass to or be claimed or used by Xxxxx, except with respect to the Closing. [Signature Page Follows]assertion of such privilege or protection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementAgreement following the Closing, including Article IX, Seller the Stockholder Representative shall have the right, at his its election, to retain the firm of Drinker Xxxxxxx Xxxxxx Xxxxxx & Xxxxx Dodge LLP (the “Law Firm”) to represent him it in such matter, and Buyer. Purchaser, for itself, itself and the Company and each of for their respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. BuyerPurchaser, for itself, itself and the Company, their respective post-Closing Affiliates Company and its and for their respective successors and assigns, hereby irrevocably acknowledges and agrees that all the Stockholder Representative may, prior to the Closing, obtain a copy of written communications between Seller the Law Firm and its counsel, including Drinker Xxxxxx & Xxxxx LLP, the Company made in connection with the negotiation, preparation, execution, delivery and closing or Closing under, or any dispute or proceeding arising under or in connection with, with this Agreement whichbetween Purchaser and the Company (for evidentiary purposes in the event of a dispute between Purchaser, immediately on the one hand and the Stockholder Representative, on the other hand, or between the Stockholder Representative, on the one hand, and any Company Stockholder, on the other hand). In connection with its representation of the Stockholder Representative and/or certain of the Company Securityholders in matters pertaining to the transactions contemplated herein, the Law Firm may disclose to the Stockholder Representative, the parties to the Written Consent and to those Persons who are, prior to the ClosingEffective Time, would be deemed to be privileged communications officers of Seller or the Company and/or its counsel actively involved in the review and would not be subject to disclosure to Buyer in connection with any process preparation of the documents relating to a dispute arising under or the transactions contemplated herein, any information learned by the Law Firm in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, and none course of Buyer, its representation of the Company, their respective post-Closing Affiliates whether or any Person purporting not such information is subject to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result and/or the Law Firm’s duty of legal counsel representing the Company prior to the Closing shall survive the Closing confidentiality, and continue to be a privilege of the Company and whether or not Seller such disclosure is made before or after the Closing. [Signature Page Follows]Each of Purchaser, the Company and the Surviving Corporation irrevocably waives any right it may have to discover, obtain or use in evidence any information or documentation relating to the representation by the Law Firm of the Company in connection with the preparation, negotiation and execution of this Agreement and in connection with the transactions contemplated hereby; provided however that such waiver shall not apply with respect to the Purchaser or the Surviving Corporation (i) defending against, or exercising subrogation, contribution or similar rights with respect to, any derivative actions initiated by Company Securityholders or (ii) prosecuting or defending claims by or against other third parties in which the interests of the Purchaser and/or the Surviving Corporation could not be reasonably expected to be or become adverse to the interests of the Stockholder Representative and/or the Company Securityholders.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementAgreement following the Closing, including Article IX, Seller the Stockholder Representative shall have the right, at his its election, to retain the firm of Drinker Xxxxxx McGuireWoods LLP or Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP to represent him it in such matter, and BuyerPurchaser, for itself, itself and the Company and each of for their respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Stockholder Representative in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. BuyerPurchaser, for itself, itself and the Company, their respective post-Closing Affiliates Company and for its and their such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any of the Company and its counsel, including Drinker Xxxxxx & Xxxxx LLP, counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or proceeding arising under or in connection with, with this Agreement whichor otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or and its counsel and would not be subject to disclosure to Buyer Purchaser in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between the Stockholder Representative and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Purchaser nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications communications, belongs to Buyer or the Company Company, and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Stockholder Representative.

Retention of Counsel. In any dispute or proceeding Dispute arising under or in connection with this Agreement, including Article IX, Seller the Representative shall have the right, at his its election, to retain the firm firms of Faegre Drinker Xxxxxx & Xxxxx LLP and Xxxxxxxx Xxxxxxxx Xxxxxxxx PC (collectively, “Counsel”) to represent him it and any of its Affiliates in such matter, and BuyerParent, for itself, the itself and each Acquired Company and each of their respective post-Closing Affiliatesfor its and such Acquired Company’s successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel Counsel to Seller the Representative or any of its Affiliates in connection with any such representation of any fact known to such counsel Counsel arising by reason of such counselCounsel’s prior representation of Seller any Acquired Company or the Companyany of their respective Affiliates. BuyerParent, for itself, the Company, their respective post-Closing Affiliates Acquired Companies and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any Acquired Company and its counsel, including Drinker Xxxxxx & Xxxxx LLPtheir Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute Dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the such Acquired Company and/or its counsel their Counsel and would not be subject to disclosure to Buyer Parent in connection with any process relating to a dispute Dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications with such counsel, Counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Parent nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Parent shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Acquired Company and not Sellerthe Representative. Other than as explicitly set forth in this SectionSection 10.13, the parties Parties acknowledge that any attorney-client privilege attaching as a result of legal counsel any Counsel representing the any Acquired Company 60 prior to the Closing shall survive the Closing and continue to be a privilege of the such Acquired Company and not Seller the Representative after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller each of the Stockholders’ Representative and Stockholders shall have the right, at his their election, to retain the firm either or both of Drinker Xxxxxxx Xxxxxx Xxxxxx & Xxxxx Dodge LLP or Osler, Xxxxxx & Harcourt LLP to represent him them in such matter, and Buyer, for itself, itself and the Company and each of their Merger Sub and for its and such Persons’ respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Stockholders’ Representative and Stockholders in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Company or the Companyany Subsidiary. Buyer, for itself, itself and the Company, their respective post-Closing Affiliates and for its and their such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller or among the Company, any of the Stockholders and its counsel, including Drinker Xxxxxxx Xxxxxx Xxxxxx & Xxxxx LLPDodge LLP or Osler, Xxxxxx & Harcourt LLP made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement whichAgreement, or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or or its Subsidiaries and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between the Stockholders’ Representative or Stockholders and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company or its Subsidiaries and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Stockholders’ Representative or Stockholders.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this AgreementPurchaser agrees, including Article IXon its own behalf and on behalf of its Affiliates and Representatives, Seller shall have that, following the rightClosing, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx Xxxxxx LLP to represent him in such matter, and Buyer, for itself, the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such may serve as counsel to the Seller or any of Seller’s Affiliates in connection with any such representation matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of any fact known or relating to such counsel arising by reason of such counsel’s prior representation of Seller this Agreement or the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including Drinker Transactions notwithstanding any representation by Xxxxxx & Xxxxx LLP, made in connection with Xxxxxx LLP of the negotiation, preparation, execution, delivery Company and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately the Company Subsidiaries prior to the Closing, would be deemed to be privileged communications of Seller or Closing Date. Purchaser and the Company and/or its counsel (on behalf of each Company Subsidiary) hereby (a) waive any claim they have or may have that Xxxxxx & Xxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and would not be subject to disclosure to Buyer (b) agree that, in connection with any process relating to the event that a dispute arising under or in connection with this Agreement or otherwise, shall continue arises after the Closing to be privileged communications with such counsel, and none of Buyer, the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyerbetween Purchaser, the Company or their respective post-Closing Affiliates shall seek to obtain the same by any process a Company Subsidiary, on the grounds that one hand, and the privilege attaching Seller or any Affiliate of the Seller, on the other hand, Xxxxxx & Xxxxxx LLP may represent the Seller or any Affiliate of the Seller in such dispute even though the interests of such person(s) may be directly adverse to Purchaser, the Company or a Company Subsidiary and even though Xxxxxx & Xxxxxx LLP may have represented the Company or a Company Subsidiary in a matter substantially related to such communications belongs to Buyer or dispute. Purchaser and the Company (on behalf of itself and not Seller. Other than each Company Subsidiary) further agree that, as explicitly set forth in this Sectionto all communications prior to the Closing Date among Xxxxxx & Xxxxxx LLP, on the one hand, and the Company, a Company Subsidiary, the parties acknowledge Seller, or any Affiliate or Representative of the foregoing, on the other hand, that relates in any way to the Transactions, the attorney-client privilege attaching as a result and the expectation of legal counsel representing client confidence belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by Purchaser, the Company prior to the Closing shall survive the Closing and continue to be or a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Subsidiary.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his its election, to retain the firm of Drinker Xxxxxx & Xxxxx Xxxx Xxxxxxxx LLP to represent him them in such matter, and Buyer, for itself, itself and the Company Companies and each of their for Buyer’s and the Companies’ respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the CompanyCompanies. Buyer, for itself, itself and the Company, their respective post-Closing Affiliates Companies and its for Buyer’s and their the Companies’ respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller and its counsel, including Drinker Xxxxxx & Xxxxx including, without limitation, Xxxx Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between Seller and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Seller. Other than as explicitly set forth in this SectionSection 10.13, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company Companies prior to the Closing shall survive the Closing and continue to be a privilege of the Company Companies, and not Seller Seller, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller each of the Stockholder Representative and Sellers shall have the right, at his their election, to retain the firm any of Drinker Xxxxxxx Xxxxxx Xxxxxx & Xxxxx Dodge LLP or Lukas, Nace, Xxxxxxxxx & Sachs, Chartered to represent him them in such matter, and BuyerParent, for itselfitself and the Company, the Company Columbia Blocker and each of their TKH Blocker and for its and such Persons’ respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Stockholder Representative and Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or any of the CompanySelling Parties. BuyerParent, for itself, itself and the Company, their respective post-Closing Affiliates Columbia Blocker and TKH Blocker, and for its and their such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller any of the Selling Parties and its counsel, including Drinker Xxxxxxx Xxxxxx Xxxxxx & Xxxxx LLPDodge LLP or Lukas, Nace, Xxxxxxxxx & Sachs, Chartered made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement, the XM Agreement whichor otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of the Company and/or its Selling Parties and their counsel and would not be subject to disclosure to Buyer the Parent in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between the Stockholders’ Representative or Sellers and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Parent nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Parent shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company Company, Columbia Blocker and TKH Blocker, and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Stockholders’ Representative or Sellers.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent him in such matter, and Buyer, for itself, event that the Company and each of their respective post-Closing Affiliates, hereby irrevocably waives and consents shall be obligated to any such representation in any such matter and the communication by such counsel indemnify Indemnitee or advance Expenses to Seller in connection with any such representation Indemnitee as a result of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller or the Company. Buyer, for itselfProceeding against Indemnitee, the Company, their respective post-Closing Affiliates and its and their respective successors and assignsif appropriate, hereby irrevocably acknowledges and agrees that all communications between Seller and its counselshall be entitled to assume the defense of such Proceeding, including Drinker Xxxxxx & Xxxxx LLPwith counsel approved by Indemnitee, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its counsel and would which approval shall not be subject unreasonably withheld, upon the delivery to disclosure Indemnitee of written notice of its election to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwisedo so. After delivery of such notice, shall continue after approval of such counsel by Indemnitee and the Closing to be privileged communications with retention of such counsel, and none of Buyer, counsel by the Company, their respective post-Closing Affiliates or any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to that same Proceeding, provided (a) Indemnitee shall seek have the right to obtain employ Indemnitee’s own counsel in any such Proceeding at Indemnitee’s expense and (b) if (i) the same employment of counsel by any process on Indemnitee has been previously authorized by the grounds Company, (ii) Indemnitee shall have reasonably concluded that the privilege attaching to such communications belongs to Buyer or there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (iii) the Company shall not, in fact, have employed counsel to assume defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not Sellerbe entitled to assume the defense of any Proceeding as to which Indemnitee shall have reasonably made the conclusion provided for in clause (b)(ii) above. Other than as explicitly set forth The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. Neither the Company nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement. The Company shall not be obligated pursuant to the provisions of this SectionAgreement to provide counsel, indemnify or advance Expenses to Indemnitee with respect to Proceedings or other claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing Law or the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows]Bylaws.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller each of the Holders’ Representative and Holders shall have the right, at his their election, to retain the firm any of Drinker Weil, Gotshal & Xxxxxx LLP, Xxxxx Xxxxxxx & Xxxxx LLP Xxxxxxx, Chartered, to represent him them in such matter, and BuyerParent, for itself, itself and the Company and each of their respective post-Closing Affiliatesfor its and the Company’s successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Holders’ Representative and Holders in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Holders’ Representative or Holders. Parent, for itself and the Company and for its and the Company. Buyer, for itself, the Company, their respective post-Closing Affiliates and its and their respective ’s successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Holders’ Representative and its Holders and counsel, including Drinker Weil, Gotshal & Xxxxxx LLP or Xxxxx Xxxxxxx & Xxxxx LLPXxxxxxx, Chartered, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller the Holders’ Representative or the Company and/or its Holders and their counsel and would not be subject to disclosure to Buyer the Parent in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Holders’ Representative or Holders and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Parent nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Parent shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Sellerthe Holders’ Representative or Holders. Other than as explicitly set forth in this SectionSection 12.15, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller the Holders’ Representative or Holders, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IXthe Members Representative and the Members (collectively, Seller the “Selling Members”) shall have the right, at his their election, to retain the firm of Drinker Paul, Hastings, Xxxxxxxx & Xxxxxx & Xxxxx LLP to represent him them in such matter, and Buyer, for itself, Merger Sub and the Surviving Company and each of their for Buyer’s, Merger Sub’s and the Surviving Company’s respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation the Selling Members regarding matters relating to or arising from this Agreement of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Selling Members or the Company. Buyer, for itself, Merger Sub and the Surviving Company and for Buyer’s, Merger Sub’s and the Surviving Company, their respective post-Closing Affiliates and its and their ’s respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Selling Members and its counsel, including Drinker including, without limitation, Paul, Hastings, Xxxxxxxx & Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller or the Company and/or its Selling Members and their counsel and would not be subject to disclosure to Buyer Buyer, Merger Sub or the Surviving Company in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing to be privileged communications with between the Selling Members and such counsel, counsel and none of Buyer, Merger Sub, the Company, their respective post-Closing Affiliates Surviving Company or any Person acting or purporting to act on behalf of or through Buyer, Merger Sub or the Surviving Company or their respective post-Closing Affiliates shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer Buyer, Merger Sub, the Company or the Surviving Company and not Sellerthe Selling Members. Other than as explicitly set forth in this SectionSection 10.15, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company Company, and not Seller the Selling Members, after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, including Article IX, Seller shall have the right, at his its election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP Xxxxxx llp to represent him it in such matter, and Buyer, for itself, the Company itself and each of their RH and its Subsidiaries and for its and such Persons’ respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller RH or the Companyany of its Subsidiaries. Buyer, for itself, the Company, their respective post-Closing Affiliates itself and RH and its Subsidiaries, and their for its and such respective Persons’ Affiliates, successors and assigns, hereby irrevocably acknowledges and agrees that all communications between or among RH, any of RH’s Subsidiaries, Seller and its counsel, including Drinker Xxxxxx & Xxxxx LLP, Xxxxxx llp made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement whichAgreement, or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of Seller any of RH or the Company and/or its Subsidiaries and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Closing and for all purposes be deemed to be privileged communications with between Seller and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer RH or the Company its Subsidiaries and not Seller. Other than as explicitly set forth in this Section, the parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company and not Seller after the Closing. [Signature Page Follows].

Retention of Counsel. In any dispute dispute, proceeding or proceeding Action arising under or in connection with this Agreement, including Article IXthe Selling Shareholder Representatives and the Selling Shareholders (collectively, Seller the “Selling Parties”) shall have the right, at his their election, to retain the firm of Drinker Xxxxxx & Xxxxx Xxxxxxx LLP to represent him them in such matter, and Buyer, for itself, itself and the Company and each of their for Buyer’s and the Company’s respective post-Closing Affiliatessuccessors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Seller the Selling Parties in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s prior representation of Seller the Selling Parties or the Company. Buyer, for itself, itself and the Company and for Buyer’s and the Company, their respective post-Closing Affiliates and its and their ’s respective successors and assigns, hereby irrevocably acknowledges and agrees that all communications between Seller the Selling Parties and its counsel, including Drinker Xxxxxx & Xxxxx Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement which, immediately prior to the Initial Closing, would be deemed to be privileged communications of Seller or the Company and/or its Selling Parties and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with with, this Agreement or otherwise, shall continue after the Initial Closing to be privileged communications with between the Selling Parties and such counsel, counsel and none of Buyer, the Company, their respective post-Closing Affiliates or neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer, the Company or their respective post-Closing Affiliates Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Buyer or the Company and not Sellerthe Selling Parties. Other than as explicitly set forth in this SectionSection 12.16, the parties Parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Initial Closing shall survive the Initial Closing and continue to be a privilege of the Company Company, and not Seller the Selling Parties, after the Initial Closing. [Signature Page Follows].