Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under, or in connection with or relating to, this Agreement (including any documents reflecting, referencing, or containing any such communications) shall constitute privileged communications between Seller and such Prior Company Counsel and no Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including that the Privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, including, without limitation, Sections 2.3 and 11.1 hereof, Sellers shall have the right, at their election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP and Xxxxx, Xxxxx & Xxxxxx LLP to represent them in such matter and Buyer, on behalf of its for itself and the Eldorado Entities and for its Affiliates (including and the Transferred Entities following Eldorado Entities' successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Closing) (Buyer communication by such counsel to Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel's prior representation of Sellers or the Eldorado Entities. Buyer, for itself and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)the Eldorado Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of its and the Transferred Entities prior to the Closing (eachEldorado Entities' successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer hereby irrevocably acknowledges and agrees that all communications between Sellers and documents exchanged between Sellertheir counsel, on the one handincluding, without limitation, Drinker Xxxxxx & Xxxxx LLP and Prior Company CounselXxxxx, on the other handXxxxx & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating to, this Agreement (including any documents reflectingwhich, referencingimmediately prior to the Closing, or containing any such communications) shall constitute would be deemed to be privileged communications of the 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 communications between Seller Sellers and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer Buyer, shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesEldorado Entities and not the Sellers. Other than as explicitly set forth in this Section 13.14, the JV parties acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Eldorado Entities or any other Person and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closing shall survive the Closing and continue to be a privilege of the Eldorado Entities, and not the Sellers, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) (Buyer , Sellers and all such other Personsthe Sellers’ Representative shall have the right, “Buyer Related Parties”) hereby waivesat its election, any claim that Fried, Frank, Harristo retain Xxxxx & Xxx Xxxxx PLLC or Xxxxxxxx, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)Xxxx, PA to represent them in such matter, and Xxxxxxx+Xxxxx or each Purchaser Party, for itself and the Acquired Companies, and for their respective Affiliates, successors and assigns, hereby irrevocably consents to any other legal such representation in any such matter and the communication by such counsel representing to 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 any of the Transferred Entities prior to the Closing Acquired Companies. Each Purchaser Party, for itself and (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Closing) the Acquired Companies, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter for their respective Affiliates, successors and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer assigns, irrevocably acknowledges and agrees that all communications between any of the Acquired Companies and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, such counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or Action proceeding arising under or in connection with, this Agreement or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Acquired Companies and such counsel and would not be subject to disclosure to the Purchaser Parties in connection with any process relating to a dispute arising under, or in connection with or relating towith, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller Sellers and such Prior Company Counsel counsel, and no Buyer Related neither the Purchaser Parties nor any Person acting or purporting to act on behalf of or through Buyer the Purchaser Parties shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to any of the Transferred EntitiesAcquired Companies and not Sellers. Sellers and the Sellers’ Representative may assert the attorney-client privilege, the JV Entities work product privilege, the expectation of client confidence and any other legal privilege or immunity against the Purchaser Parties and (after the Closing) the Acquired Companies or any other Person of their respective Affiliates, successors and not Sellerassigns to the fullest extent permitted by Applicable Law. The Parties further agree thatNotwithstanding the foregoing, in the event that a dispute arises after the Closing between Sellerthe Purchaser Parties, the Acquired Companies or any of their respective Affiliates, on the one hand, and Buyer, a third party (other than a party to this Agreement or any Transferred Entity or JV Entity, of their respective Affiliates) on the other hand, Fried 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 represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity & Xxx Xxxxx PLLC or JV EntityXxxxxxxx, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related Xxxxxxx & Xxxx, PA to such dispute, third party; provided that none of the Acquired Companies or any of their respective Affiliates may be handling matters for Seller or waive any such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, privilege without the prior written consent of Seller and the Prior Company Counsel affected therebySellers’ Representative.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, each of the Stockholders’ Representative and Stockholders shall have the right, at their election, to retain either or both of Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP or Osler, Xxxxxx & Harcourt LLP to represent them in such matter, and Buyer, on behalf of its for itself and the Company and Merger Sub and for its Affiliates (including and such Persons’ respective successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Transferred Entities following communication by such counsel to the Closing) (Buyer Stockholders’ Representative and all Stockholders in connection with any such other Personsrepresentation of any fact known to such counsel arising by reason of such counsel’s prior representation of the Company or any Subsidiary. Buyer, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)for itself and the Company, and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (eachfor its and such respective Persons’ Affiliates, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officerssuccessors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between or among the Company, any of the Stockholders and documents exchanged between Sellercounsel, on the one handincluding Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP or Osler, and Prior Company Counsel, on the other hand, Xxxxxx & Harcourt LLP made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with, this Agreement, or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Company 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 relating toin connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller the Stockholders’ Representative or Stockholders and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities Company or any other Person its Subsidiaries and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity Stockholders’ Representative or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingStockholders. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. In any dispute, proceeding or Action arising under or in connection with this Agreement, the Selling Shareholder Representatives and the Selling Shareholders (a) Buyercollectively, on behalf of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Selling Parties”) hereby waivesshall have the right, any claim that Friedat their election, Frank, Harris, to retain the firm of Xxxxxx & Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)to represent them in such matter, and Xxxxxxx+Xxxxx or Buyer, for itself and the Company and for Buyer’s and the Company’s respective successors and assigns, hereby irrevocably waives and consents to any other legal such representation in any such matter and the communication by such counsel representing to 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 the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Selling Parties or any other matter involving or adverse to the Buyer Related Parties after Company. Buyer, for itself and the Closing Date (“Post-Closing Representation”)Company and for Buyer’s and the Company’s respective successors and assigns, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between the Selling Parties and documents exchanged between Sellercounsel, on the one hand, and Prior Company Counsel, on the other handincluding Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including which, immediately prior to the Initial Closing, would be deemed to be privileged communications of the Selling Parties and their counsel and would not be subject to disclosure to Buyer in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute continue after the Initial Closing to be privileged communications between Seller the Selling Parties and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany and not the Selling Parties. Other than as explicitly set forth in this Section 12.16, the JV Entities or Parties acknowledge that any other Person and not Seller. The Parties further agree that, in attorney-client privilege attaching as a result of legal counsel representing the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Initial Closing shall survive the Initial Closing and continue to be a privilege of the Company, and not the Selling Parties, after the Initial Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities following Company and the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)Company Subsidiaries, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and the Transferred Entities prior to Company’s and the Closing (eachCompany Subsidiaries’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications and documents exchanged between Seller, on the one hand, and Prior Company Counselcounsel, on the other hand, including the general counsel of Seller and the attorneys in Seller’s legal department reporting to her and Xxxxxx & Xxxxxxx LLP (“Seller’s Counsel”), made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising underunder or in connection with, this Agreement, which, immediately prior to the Closing, would be deemed to be privileged communications of Seller and/or any of its respective Subsidiaries (including the Company 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 or relating to, this Agreement (including any documents reflecting, referencing, or containing any such communications) otherwise and shall constitute continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel, and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, Company and/or the JV Entities or any other Person Company Subsidiaries and not Seller. The Buyer and the Company and the Company Subsidiaries agree that any attorney-client privilege, attorney work-product protection and expectation of client confidence arising from or as a result of any counsel’s representation of the Company and the Company Subsidiaries, or Seller prior to the Closing, 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. (b) It is acknowledged by each of the Parties further that Seller, the Company and the Company Subsidiaries retained Seller’s Counsel to act as its counsel in connection with the transactions contemplated hereby and that Seller’s Counsel has not acted as counsel for any other Party in connection with the transactions contemplated hereby and that no other Party has the status of a client of Seller’s Counsel for conflict of interest or any other purposes as a result thereof. Seller and Buyer hereby agree that, in the event that a dispute arises after any dispute, or any other matter in which the Closing between interests of Seller, its Affiliates and its direct and indirect equity holders, on the one hand, and Buyer, any Transferred Entity or JV EntityBuyer and its Affiliates (including the Company and the Company Subsidiaries following the Closing), on the other hand, Fried Xxxxx xxx are adverse, arises after the Closing between Buyer or the Company or any of the Company Subsidiaries, on the one hand, and Seller, its Affiliates and its direct and indirect equity holders, on the other hand, Seller’s Counsel may represent Seller Seller, its Affiliates and its direct and indirect equity holders in such dispute even though the interests of Seller Seller, its Affiliates and its direct and indirect equity holders may be directly adverse to Buyer and or, following the Closing, the Company or any Transferred Entity or JV Entityof the Company Subsidiaries, and even though Fried Xxxxx xxx Seller’s Counsel formerly may have represented Seller one or more of the Company or Company Subsidiaries in a any matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, the Seller Representative shall not be precluded from retaining Xxxxxx Xxxxxxx & Xxxxxxxx Xxxx LLP (“Xxxxx XxxxxHHR”)) to represent it in such matter by virtue of their representation of the Company in connection with this Agreement, and Xxxxxxx+Xxxxx or Buyer, for itself and the Company and for its and such respective Persons’ Affiliates, successors and assigns, hereby irrevocably waives and consents to any other legal counsel representing such representation in any such matter and the communication by HHR to the Seller Representative in connection with any such representation of any fact known to HHR arising by reason of HHR’s prior representation of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Company, even though the interests of one or more of the Seller Related Parties in such dispute or other matter Representative may be directly adverse to Buyer, the interests Company or any of one or more their respective subsidiaries; provided, however the foregoing is not a waiver of any other conflict that might exist. Buyer, for itself and the Buyer Related Parties Company and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to for its and such dispute or other matter respective Persons’ Affiliates, successors and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer assigns, irrevocably acknowledges and agrees that all communications between any of the Company and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, HHR made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or Action proceeding arising under, under or in connection with this Agreement or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Company and HHR and would not be subject to disclosure to Buyer in connection with any process relating toto a dispute arising under or in connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between the Seller Representative and such Prior HHR and belongs solely to the Seller Representative and may be controlled only by the Seller Representative and shall not pass to or be claimed by Buyer and the Company Counsel in any dispute between them and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany, the JV Entities or any other Person and not Sellerthe Seller Representative. The Parties further agree that, This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingCompany’s possession. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, Seller shall have the right, at its election, to retain the firm of Xxxx Xxxxxxxx LLP to represent them in such matter, and Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities following Companies and for Buyer’s and the Closing) (Buyer Companies’ respective successors and all assigns, hereby irrevocably waives and consents to any such other Persons, “Buyer Related Parties”) hereby waives, representation in any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), such matter and Xxxxxxx+Xxxxx or the communication by such counsel to Seller in connection with any other legal such representation of any fact known to such counsel representing any arising by reason of the Transferred Entities such counsel’s prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict representation of interest or is otherwise prohibited from representing Seller or any of its the Companies. Buyer, for itself and the Companies and for Buyer’s and the Companies’ respective officerssuccessors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Seller and documents exchanged between Sellercounsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handXxxx Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including which, immediately prior to the Closing, would be deemed to be privileged communications of Seller and their counsel and would not be subject to disclosure to Buyer in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person Company and not Seller. The Parties further agree thatOther than as explicitly set forth in this Section 10.13, in the event parties acknowledge that any attorney-client privilege attaching as a dispute arises after result of legal counsel representing the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Companies prior to the Closing shall survive the Closing and continue to be a privilege of the Companies, and not Seller, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) (Buyer and all , Seller shall have the right, at his election, to retain Xxxxx & Xxx Xxxxx PLLC to represent them in such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)matter, and Xxxxxxx+Xxxxx or Purchaser, for itself and the Company, and for their respective Affiliates, successors and assigns, hereby irrevocably consents to any other legal such representation in any such matter and the communication by such counsel representing 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 the Transferred Entities prior to the Closing Company. Purchaser, for itself and (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Closing) the Company, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter for their respective Affiliates, successors and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer assigns, irrevocably acknowledges and agrees that all communications between the Company and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of the Company and its counsel and would not be subject to disclosure to Purchaser in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller and such Prior Company Counsel counsel, and no Buyer Related Parties neither Purchaser nor any Person acting or purporting to act on behalf of or through Buyer Purchaser shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications communications, belongs to the Transferred Entities, the JV Entities or any other Person Company and not Seller. The Parties further agree thatSeller may assert the attorney-client privilege, the work product privilege, the expectation of client confidence and any other legal privilege or immunity against Purchaser and (after the Closing) the Company or any of their respective Affiliates, successors and assigns to the fullest extent permitted by Applicable Law. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between SellerPurchaser, the Company or any of their respective Affiliates, on the one hand, and Buyer, a third party (other than a Party to this Agreement or any Transferred Entity or JV Entity, of their respective Affiliates) on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though Purchaser, the interests of Seller may be directly adverse to Buyer Company and any Transferred Entity of their respective Affiliates may assert the attorney-client privilege, the work product privilege or JV Entity, and even though Fried any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Xxxxx xxx have represented Seller in a matter substantially related & Xxx Xxxxx PLLC to such disputethird party; provided, or that neither the Company nor any of its Affiliates may be handling matters for Seller or waive any such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, privilege without the prior written consent of Seller and the Prior Company Counsel affected therebySeller.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, the Stockholders Representative and Sellers (acollectively, the “Selling Stockholders”) shall have the right, at their election, to retain the firm of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP to represent them in such matter, and Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities following Company and for Buyer’s and the Closing) (Buyer Company’s respective successors and all assigns, hereby irrevocably waives and consents to any such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) representation in any dispute such matter and the communication by such counsel to Sellers in connection with any such representation of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related fact known to such dispute counsel arising by reason of such counsel’s prior representation of Sellers or other matter the Company. Buyer, for itself and may be handling ongoing matters the Company and for one or more of Buyer’s and the Buyer Related Parties. (b) Buyer Company’s respective successors and assigns, irrevocably acknowledges and agrees that all communications between Sellers and documents exchanged between Sellercounsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handPaul, Hastings, Jxxxxxxx & Wxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including which, immediately prior to the Closing, would be deemed to be privileged communications of Sellers and their counsel and would not be subject to disclosure to Buyer in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller Sellers and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany and not Sellers. Other than as explicitly set forth in this Section 12.16, the JV Entities or parties acknowledge that any other Person and not Seller. The Parties further agree that, in attorney-client privilege attaching as a result of legal counsel representing the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Closing. (c) This Section 10.12 is for Closing shall survive the benefit Closing and continue to be a privilege of Seller and the Seller Related Parties and each Prior Company CounselCompany, and not Sellers, after the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries Closing. [Remainder of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.Page Intentionally Left Blank]

Retention of Counsel. (a) BuyerEach of Arion and Arion Opco, on behalf of its for itself and its Affiliates (including the Transferred Entities and, following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)the Purchased Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Arion’s and Arion Opco’s and, following the Transferred Entities prior to Closing, the Closing (eachPurchased Entities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Sphinx and documents exchanged between Sellerits Subsidiaries, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including Fenwick & West LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action Proceeding arising underunder or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Sphinx or any of its Subsidiaries (including the Purchased Entities) and their counsel and would not be subject to disclosure to Arion or Arion Opco in connection with any process relating to a dispute arising under or in connection with or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller Sphinx and such Prior Company Counsel counsel, and no Buyer Related Parties nor none of Arion, Arion Opco or any Person Person, acting or purporting to act on behalf of or through Buyer Arion or Arion Opco shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Purchased Entities or any other Person and not Sellerto Sphinx. The Parties further Each of Arion, Arion Opco and the Purchased Entities agree thatthat any attorney-client privilege, in the event that a dispute arises after the Closing between Seller, on the one handattorney work-product protection, and Buyer, any Transferred expectation of client confidence arising from or as a result of counsel’s representation of an Purchased Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Sphinx prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties all information and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 documents covered by such privilege or protection, shall belong to and be irrevocablecontrolled by Sphinx and may be waived only by Sphinx, and no term not 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 assertion of this Section 10.12 may be amended, waived such privilege or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyprotection against a third party.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)IPG Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and the Transferred Entities prior to the Closing (eachIPG Entities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Parent and documents exchanged between Sellerthe Sellers, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising underunder or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Parent, the Sellers and/or 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 or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller Parent, the Sellers and such Prior Company Counsel counsel, and no neither Buyer Related Parties nor any Person Person, acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV IPG Entities or any other Person and not SellerParent or the Sellers. The Parties further Buyer and the IPG Entities agree thatthat any attorney-client privilege, in the event that a dispute arises after the Closing between Seller, on the one handattorney work-product protection, and Buyer, any Transferred Entity expectation of client confidence arising from or JV as a result of counsel’s representation of an IPG Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Parent prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and all information and documents covered by such privilege or protection, shall belong to and be controlled by Parent and may be waived only by the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocableParent, and no term not an IPG Entity, and shall not pass to or be claimed or used by Buyer or any IPG Entity, except with respect to the assertion of this Section 10.12 may be amended, waived such privilege or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyprotection against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, Seller Representative and the Sellers (acollectively, the “Selling Parties”) shall have the right, at their election, to retain the firm of Xxxxxxx XxXxxxxxx LLP to represent them in such matter, and the Buyer, on behalf of its for itself and its Affiliates (Affiliates, including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties Companies after the Closing Date (“Post-Closing Representation”)and for the Buyer and its respective successors and assigns, even though hereby irrevocably waives and consents to any such representation in any such matter and the interests communication by such counsel to the Selling Parties in connection with any such representation of one or more any fact known to such counsel arising by reason of such counsel’s prior representation of the Seller Related Selling Parties in such dispute or other matter may be directly adverse to the interests of one or more of Companies. The Buyer, for itself and its Affiliates, including the Buyer Related Parties Companies after the Closing, and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter for their respective successors and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer assigns, irrevocably acknowledges and agrees that all communications between the Selling Parties and documents exchanged between Sellercounsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handXxxxxxx XxXxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing underunder this Agreement which would be deemed to be privileged communications of the Selling Parties and their counsel and would not be subject to disclosure to the Buyer or its Affiliates, or including the Companies after the Closing, in connection with any process relating to a dispute or Action arising under, under or in connection with or relating towith, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller the Selling Parties and such Prior Company Counsel counsel and no none of the Buyer Related Parties nor or its Affiliates, including the Companies after the Closing, or any Person acting or purporting to act on behalf of or through the Buyer or its Affiliates, including the Companies after the Closing, shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesBuyer or its Affiliates, including the JV Entities or any other Person Companies after the Closing, and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingSelling Parties. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, including, without limitation, Sections 2.2 and 11.1, Seller shall have the right, at its election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent it in such matter, and Buyer, on behalf of its for itself and the Company and for its Affiliates (including and the Transferred Entities following Company's successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Closing) (Buyer and all communication by such other Persons, “Buyer Related Parties”) hereby waives, counsel to Seller in connection with any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or such representation of any other legal fact known to such counsel representing any arising by reason of the Transferred Entities such counsel's prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict representation of interest or is otherwise prohibited from representing Seller or any of the Company. Buyer, for itself and the Company and for its respective officersand the Company's successors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer hereby irrevocably acknowledges and agrees that all communications between Seller and documents exchanged between Sellerits counsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handDrinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including which, immediately prior to the Closing, would be deemed to be privileged communications of Seller and its counsel and would not be subject to disclosure to Buyer in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute privileged continue after the Closing to be communications between Seller and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person Company and not Seller. The Parties further agree thatOther than as explicitly set forth in this Section 14.14, in the event parties acknowledge that any attorney-client privilege attaching as a dispute arises after result of legal counsel representing the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not Seller, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, including under Section 10, Seller shall have the right, at its election, to retain the firm of Drinker Xxxxxx & Xxxxx LLP to represent it in such dispute or proceeding, and Buyer, on behalf of its for itself and each Acquired Company and for its Affiliates (including and such Acquired Company’s successors and assigns, hereby irrevocably waives and consents to any such representation in any such dispute or proceeding and the Transferred Entities following the Closing) (Buyer and all communication by such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute connection with any such representation of the Buyer Related Parties any fact known to such counsel arising by reason of such counsel’s prior representation of any Acquired Company or any other matter involving or adverse to of their respective Affiliates. Buyer, for itself, the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Acquired Companies and its and their respective successors and assigns, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer hereby irrevocably acknowledges and agrees that all communications between any Acquired Company and documents exchanged between Sellerits counsel, on the one hand, and Prior Company Counsel, on the other handincluding Drinker Xxxxxx & Xxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising underunder or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of 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 or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller with such counsel and such Prior Company Counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person such Acquired Company and not Seller. The Other than as explicitly set forth in this Section 11(p), the Parties further agree that, in the event acknowledge that any attorney-client privilege attaching as a dispute arises after the Closing between Seller, on the one hand, and Buyer, result of legal counsel representing any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Acquired Company prior to the Closing shall survive the Closing and continue to be a privilege of such Acquired Company and not Seller after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) , the Sellers’ Representative and Sellers shall have the right, at their election, to retain Much Shelist (Buyer and all such other Persons, the “Buyer Related PartiesLaw Firm”) hereby waivesto represent it in such matter. Buyer, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)for itself and the Company, and Xxxxxxx+Xxxxx for its and such respective Persons’ affiliates, successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication and disclosure by such counsel to the Sellers’ Representative and Sellers in connection with any such representation of any fact known to, or any other legal counsel representing any document in the possession of, the Law Firm arising by reason of the Transferred Entities Law Firm’s prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any representation of the Buyer Related Parties or any other matter involving or adverse to Company. Buyer, for itself and the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Company, even though the interests of one or more of the Seller Related Parties in and for its and such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties respective Persons’ affiliates, successors and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer assigns, irrevocably acknowledges and agrees that all communications between or among the Company, any of the Sellers and documents exchanged between Sellercounsel, on including the one hand, and Prior Company Counsel, on the other handLaw Firm, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with, this Agreement, or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Company and its counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or relating toin connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller the Sellers’ Representative or Sellers and such Prior Company Counsel the Law Firm, and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person Company and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity Sellers’ Representative or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingSellers. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the DVU Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and the DVU Transferred Entities prior to the Closing (eachEntities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications and documents exchanged between Seller, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including, without limitation, Xxxxx Day, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising underunder or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Seller and/or any of its Subsidiaries (including the 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 or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute will continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall will seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the DVU Transferred Entities, the JV Entities or any other Person and not Seller. The Parties further Buyer and the DVU Transferred Entities agree thatthat any attorney-client privilege, in the event that a dispute arises after the Closing between Seller, on the one handattorney work-product protection, and Buyer, any expectation of client confidence arising from or as a result of counsel’s representation of a DVU Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent and Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of , and all information and documents covered by such privilege or protection, will belong to and be controlled by Seller and the Seller Related Parties and each Prior Company Counselmay be waived only by Seller, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocablenot a DVU Transferred Entity, and no term will not pass to or be claimed or used by Buyer or any DVU Transferred Entity, except with respect to the assertion of this Section 10.12 may be amended, waived such privilege or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyprotection against a third party.

Retention of Counsel. (a) BuyerIn any dispute or proceeding arising under or in connection with this Agreement, on behalf each of its the Stockholder Representative and Sellers shall have the right, at their election, to retain any of Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP or Lukas, Nace, Xxxxxxxxx & Sachs, Chartered to represent them in such matter, and Parent, for itself and the Company, Columbia Blocker and TKH Blocker and for its Affiliates (including and such Persons’ respective successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Transferred Entities following communication by such counsel to the Closing) (Buyer Stockholder Representative and all Sellers in connection with any such other Persons, “Buyer Related Parties”) hereby waives, representation of any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal fact known to such counsel representing arising by reason of such counsel’s prior representation of any of the Transferred Entities prior to Selling Parties. Parent, for itself and the Closing (eachCompany, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of Columbia Blocker and TKH Blocker, and for its and such respective officersPersons’ Affiliates, directorssuccessors and assigns, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between any of the Selling Parties and documents exchanged between Sellercounsel, on the one handincluding Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP or Lukas, and Prior Company CounselNace, on the other handXxxxxxxxx & Sachs, Chartered made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with, this Agreement, the XM Agreement or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of the Selling Parties and their counsel and would not be subject to disclosure to the Parent in connection with any process relating to a dispute arising under or relating toin connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller the Stockholders’ Representative or Sellers and such Prior Company Counsel counsel and no Buyer Related Parties neither Parent nor any Person acting or purporting to act on behalf of or through Buyer Parent shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany, the JV Entities or any other Person Columbia Blocker and TKH Blocker, and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity Stockholders’ Representative or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingSellers. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) (Buyer and all , the Sellers’ Representative shall have the right, at its election, to retain Exxxxxx Wxxxxxx Xxxxxx LLP to represent it in such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)matter, and Xxxxxxx+Xxxxx or Buyer, for itself and the Company and for their respective successors and assigns, hereby irrevocably waives and consents to any other legal such representation in any such matter and the communication by such counsel representing to 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 the Transferred Entities prior to Company. Buyer for itself and the Closing (eachCompany and for its and such respective Persons’ Affiliates, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officerssuccessors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between any of the Company and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, counsel made in connection with the negotiation, preparation, execution, delivery and closing Closing under, or any dispute or Action proceeding arising under, under or in connection with this Agreement or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of the Company and its counsel and would not be subject to disclosure to Buyer in connection with any process relating toto a dispute arising under or in connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller the Sellers’ Representative and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications communications, belongs to the Transferred EntitiesCompany, the JV Entities or any other Person and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingSellers’ Representative. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) In any dispute or proceeding arising under or in connection with this Agreement, Seller shall have the right, at its election, to retain Xxxxxx & Xxxxxx llp to represent it in such matter, and Buyer, on behalf of its for itself and RH and its Affiliates (including Subsidiaries and for its and such Persons’ respective successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Transferred Entities following the Closing) (Buyer and all communication by such other Persons, “Buyer Related Parties”) hereby waives, counsel to Seller in connection with any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or such representation of any other legal fact known to such counsel representing any arising by reason of the Transferred Entities such counsel’s prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict representation of interest or is otherwise prohibited from representing Seller RH or any of its Subsidiaries. Buyer, for itself and RH and its Subsidiaries, and for its and such respective officersPersons’ Affiliates, directorssuccessors and assigns, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between or among RH, any of RH’s Subsidiaries, Seller and documents exchanged between Sellercounsel, on the one hand, and Prior Company Counsel, on the other hand, including Xxxxxx & Xxxxxx llp made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with, this Agreement, or otherwise that, immediately prior to the Closing, would be deemed to be privileged communications of any of RH 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 relating toin connection with, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing and for all purposes be deemed to be privileged communications between Seller and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities RH or any other Person its Subsidiaries and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)Nutra, and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (eachfor Buyer’s and Nutra’s respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between GNC, Parent and documents exchanged between Seller, on the one hand, and Prior Company Counselcounsel, on the other hand, including, without limitation, Xxxxxx & Xxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising underunder or in connection with, this Agreement which, immediately prior to the Initial Closing, would be deemed to be privileged communications of GNC, Parent, Seller and/or 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 or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Initial Closing to be privileged communications between GNC, Parent, Seller and such Prior Company Counsel counsel and no neither Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person Nutra and not GNC, Parent or Seller. The Parties further Buyer and Nutra agree thatthat any attorney-client privilege, in the event that a dispute arises after the Closing between Seller, on the one handattorney work-product protection, and Buyerexpectation of client confidence arising from or as a result of such counsel’s representation of Nutra, any Transferred Entity or JV EntityGNC, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Parent prior to the Initial Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties all information and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 documents covered by such privilege or protection, shall belong to and be controlled by GNC and may be waived only by GNC, and not Nutra, and shall not pass to or be claimed or used by Buyer or Nutra, except that Nutra shall be irrevocable, and no term of this Section 10.12 may be amended, waived permitted to assert such privilege or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyprotection against any third party.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities and, following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)the Purchased Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and, following the Transferred Entities prior to Closing, the Closing (eachPurchased Entities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Seller and documents exchanged between Sellerits Subsidiaries, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including Xxxxxx & Bird LLP and Xxxxxx, Xxxx & Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action action arising under, under or in connection with or relating towith, this Agreement that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including any documents reflectingthe Purchased Entities) and their counsel, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel, and no neither Buyer Related Parties nor any Person Person, acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesPurchased Entities and not to Seller. Buyer and the Purchased Entities agree that any Privilege and expectation of client confidence arising from or as a result of Xxxxxx & Bird LLP’s and Xxxxxx, Xxxx & Xxxxxxxx LLP’s representation of a Purchased Entity or Seller in connection with the JV Entities negotiation, preparation, execution, delivery and closing under, or any other Person and not Seller. The Parties further agree thatdispute or action arising under or in connection with, in the event this Agreement that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity exists prior to the Closing. (c) This Section 10.12 is for the benefit of , and all information and documents covered by such Privilege, shall belong to and be controlled by Seller and the Seller Related Parties and each Prior Company Counselmay be waived only by Seller, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocablenot a Purchased Entity, and no term shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the assertion of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebysuch Privilege against a third party.

Retention of Counsel. (a) BuyerIn any dispute or proceeding arising under or in connection with this Agreement, on behalf each of its the Holders’ Representative and Holders shall have the right, at their election, to retain any of Weil, Gotshal & Xxxxxx LLP, Xxxxx Xxxxxxx & Xxxxxxx, Chartered, to represent them in such matter, and Parent, for itself and the Company and for its Affiliates (including and the Transferred Entities following Company’s successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the Closing) (Buyer communication by such counsel to the Holders’ Representative and all Holders in connection with any such other Persons, “Buyer Related Parties”) hereby waives, representation of any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal fact known to such counsel representing any arising by reason of such counsel’s prior representation of the Transferred Entities prior to Holders’ Representative or Holders. Parent, for itself and the Closing (eachCompany and for its and the Company’s successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between the Holders’ Representative and documents exchanged between SellerHolders and counsel, on the one handincluding Weil, and Prior Company CounselGotshal & Xxxxxx LLP or Xxxxx Xxxxxxx & Xxxxxxx, on the other handChartered, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including any documents reflectingwhich, referencingimmediately prior to the Closing, or containing any such communications) shall constitute would be deemed to be privileged communications of the Holders’ Representative or Holders and their counsel and would not be subject to disclosure to the Parent 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 communications between Seller the Holders’ Representative or Holders and such Prior Company Counsel counsel and no Buyer Related Parties neither Parent nor any Person acting or purporting to act on behalf of or through Buyer Parent shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany and not the Holders’ Representative or Holders. Other than as explicitly set forth in this Section 12.15, the JV Entities or parties acknowledge that any other Person and not Seller. The Parties further agree that, in attorney-client privilege attaching as a result of legal counsel representing the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not the Holders’ Representative or Holders, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) BuyerIn any dispute or proceeding arising under or in connection with this Agreement, on behalf Shareholders and Representative shall have the right, at their election, to retain Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP to represent them in such matter, and the Buyer Entities, for themselves and the Company and for their and such Persons’ respective successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to Shareholders and Representative in connection with any such representation of its any fact known to such counsel arising by reason of such counsel’s prior representation of the Company. Each Buyer Party, for itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)Company, and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (eachfor its and such respective Persons’ Affiliates, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officerssuccessors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that (a) all communications between or among the Company, Shareholders, the Representative and documents exchanged between Sellercounsel, on the one hand, and Prior Company Counsel, on the other hand, including Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including that, immediately prior to the Closing, would be deemed to be privileged communications of any documents reflectingof the Company 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, referencingthis Agreement, or containing any such communications) shall constitute survive, continue and remain in effect after the Closing and for all purposes be deemed to be privileged communications between Seller Shareholders and such Prior Company Counsel and no counsel, (b) neither Buyer Related Parties Party nor any Person acting or purporting to act on behalf of or through the 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, and (c) neither Buyer Party nor any Person purporting to act on behalf of or through a Buyer Party shall seek to obtain the same any such privileged communications by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person Company and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the ClosingShareholders. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. In any Dispute arising under or in connection with this Agreement, the Representative shall have the right, at its election, to retain the firms of Faegre Drinker Xxxxxx & Xxxxx LLP and Xxxxxxxx Xxxxxxxx Xxxxxxxx PC (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Personscollectively, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict to represent it and any of interest or is otherwise prohibited from representing Seller its Affiliates in such matter, and Parent, for itself and each Acquired Company and for 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 to the Representative or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute connection with any such representation of the Buyer Related Parties any fact known to such Counsel arising by reason of such Counsel’s prior representation of any Acquired Company or any other matter involving or adverse to of their respective Affiliates. Parent, for itself, the Buyer Related Parties after the Closing Date (“Post-Closing Representation”)Acquired Companies and its and their respective successors and assigns, even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer hereby irrevocably acknowledges and agrees that all communications between any Acquired Company and documents exchanged between Seller, on the one hand, and Prior Company their Counsel, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute Dispute or Action proceeding arising underunder or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of such Acquired Company and/or their Counsel and would not be subject to disclosure to Parent in connection with any process relating to a Dispute arising under or in connection with or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller and with such Prior Company Counsel and no Buyer Related Parties neither Parent nor any Person acting or purporting to act on behalf of or through Buyer Parent shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesAcquired Company and not the Representative. Other than as explicitly set forth in this Section 10.13, the JV Entities or Parties acknowledge that any other Person and not Seller. The Parties further agree that, in the event that attorney-client privilege attaching as a dispute arises after the Closing between Seller, on the one hand, and Buyer, result of any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and Counsel representing any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Acquired Company prior to the Closing shall survive the Closing and continue to be a privilege of such Acquired Company and not the Representative after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) BuyerIn any dispute or proceeding arising under or in connection with this Agreement, on behalf including, without limitation, Sections 2.2 and 11, the Sellers shall have the right, at their election, to retain the firm of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx Xxxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)and/or Kohnan & Xxxxxx LLP to represent any of them in such matter, and Xxxxxxx+Xxxxx or the Buyer, for itself and the Company and for its and the Company's successors and assigns, hereby irrevocably waives and consents to any other legal such representation in any such matter and the communication by such counsel representing to the Sellers in connection with any such representation of any fact known to such counsel arising by reason of such counsel's prior representation of the Transferred Entities prior to Sellers or the Closing (eachCompany. The Buyer, a “Prior for itself and the Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of and for its respective officersand the Company's successors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer hereby irrevocably acknowledges and agrees that all communications between the Sellers and documents exchanged between Sellerits counsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handXxxxxx Xxxx & Xxxxxxxx LLP and/or Kohnan & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including any documents reflectingwhich, referencingimmediately prior to the Closing, or containing any such communications) shall constitute would be deemed to be privileged communications of the 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, this Agreement or otherwise, shall continue after the Closing to be communications between Seller the Sellers and such Prior Company Counsel counsel and no neither the Buyer Related Parties nor any Person acting or purporting to act on behalf of or through the Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesCompany and not the Sellers. Other than as explicitly set forth in this Section 14.12, the JV Entities or parties acknowledge that any other Person and not Seller. The Parties further agree that, in attorney-client privilege attaching as a result of legal counsel representing the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not the Sellers, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities and, following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)the Purchased Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and, following the Transferred Entities prior to Closing, the Closing (eachPurchased Entities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Seller and documents exchanged between Sellerits Subsidiaries, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including Ropes & Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action Proceeding arising underunder 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 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 or relating to, this Agreement (including any documents reflectingor otherwise, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel, and no neither Buyer Related Parties nor any Person Person, acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesPurchased Entities and not to Seller. Buyer and the Purchased Entities agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of Ropes & Xxxx LLP’s representation of an Purchased Entity or Seller in connection with the JV Entities negotiation, preparation, execution, delivery and closing under, or any other Person dispute or Proceeding arising under or in connection with, this Agreement and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity which exists prior to the Closing. (c) This Section 10.12 is for the benefit of , 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 the Seller Related Parties and each Prior Company CounselSeller, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocablenot a Purchased Entity, and no term shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the assertion of this Section 10.12 may be amended, waived such privilege or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebyprotection against a third party.

Retention of Counsel. (a) Buyer, on behalf of its for itself and its Affiliates (including the Transferred Entities and, following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”)the Purchased Entities, and Xxxxxxx+Xxxxx or any other legal counsel representing any of for Buyer’s and, following the Transferred Entities prior to Closing, the Closing (eachPurchased Entities’ respective successors and assigns, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between Seller and documents exchanged between Sellerits Subsidiaries, on the one hand, and Prior Company Counsellegal counsel, on the other hand, including Xxxxxx & Bird LLP and Xxxxxx, Xxxx & Xxxxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action action arising under, under or in connection with or relating towith, this Agreement that, immediately prior to the Closing, would be deemed to be privileged communications of Seller or any of its Subsidiaries (including any documents reflectingthe 101 Purchased Entities) and their counsel, referencing, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller and such Prior Company Counsel counsel, and no neither Buyer Related Parties nor any Person Person, acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesPurchased Entities and not to Seller. Buyer and the Purchased Entities agree that any Privilege and expectation of client confidence arising from or as a result of Xxxxxx & Bird LLP’s and Xxxxxx, Xxxx & Xxxxxxxx LLP’s representation of a Purchased Entity or Seller in connection with the JV Entities negotiation, preparation, execution, delivery and closing under, or any other Person and not Seller. The Parties further agree thatdispute or action arising under or in connection with, in the event this Agreement that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity exists prior to the Closing. (c) This Section 10.12 is for the benefit of , and all information and documents covered by such Privilege, shall belong to and be controlled by Seller and the Seller Related Parties and each Prior Company Counselmay be waived only by Seller, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocablenot a Purchased Entity, and no term shall not pass to or be claimed or used by Buyer or any Purchased Entity, except with respect to the assertion of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected therebysuch Privilege against a third party.

Retention of Counsel. In any dispute or proceeding arising under or in connection with this Agreement, the Members Representative and the Members (acollectively, the “Selling Members”) shall have the right, at their election, to retain the firm of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP to represent them in such matter, and Buyer, on behalf for itself, Merger Sub and the Surviving Company and for Buyer’s, Merger Sub’s and the Surviving Company’s respective successors and assigns, hereby irrevocably waives and consents to any such representation in any such matter and the communication by such counsel to the Selling Members regarding matters relating to or arising from this Agreement of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all any fact known to such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any arising by reason of such counsel’s prior representation of the Transferred Entities prior to Selling Members or the Closing (eachCompany. Buyer, a “Prior for itself, Merger Sub and the Surviving Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its and for Buyer’s, Merger Sub’s and the Surviving Company’s respective officerssuccessors and assigns, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications between the Selling Members and documents exchanged between Sellercounsel, on the one handincluding, and Prior Company Counselwithout limitation, on the other handPaul, Hastings, Xxxxxxxx & Xxxxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action proceeding arising under, under or in connection with or relating towith, this Agreement (including which, immediately prior to the Closing, would be deemed to be privileged communications of the Selling Members and their counsel and would not be subject to disclosure to Buyer, Merger Sub or the Surviving Company in connection with any documents reflectingprocess relating to a dispute arising under or in connection with, referencingthis Agreement or otherwise, or containing any such communications) shall constitute continue after the Closing to be privileged communications between Seller the Selling Members and such Prior counsel and none of Buyer, Merger Sub, the Surviving Company Counsel and no Buyer Related Parties nor or any Person acting or purporting to act on behalf of or through Buyer Buyer, Merger Sub or the Surviving Company shall seek to obtain the same by any process, including process on the grounds that the Privilege privilege attaching to such communications belongs to the Transferred EntitiesBuyer, Merger Sub, the JV Entities Company or any other Person the Surviving Company and not Sellerthe Selling Members. The Parties further agree thatOther than as explicitly set forth in this Section 10.15, in the event parties acknowledge that any attorney-client privilege attaching as a dispute arises after result of legal counsel representing the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity Company prior to the Closing shall survive the Closing and continue to be a privilege of the Company, and not the Selling Members, after the Closing. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities In any dispute or proceeding arising under or in connection with this Agreement following the Closing) , the Stockholder Representative shall have the right, at its election, to retain Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP (Buyer and all such other Persons, the “Buyer Related PartiesLaw Firm”) to represent it in such matter. Purchaser, for itself and the Company and for their respective successors and assigns, hereby waiveswaives and consents to any such representation in any such matter and Purchaser, any claim for itself and the Company and for their respective successors and assigns, hereby agrees that Friedthe Stockholder Representative may, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (eachClosing, obtain a “Prior copy of written communications between the Law Firm and the Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing or Closing under, or any dispute or Action proceeding arising under, under or in connection with or relating to, this Agreement between Purchaser and the Company (including any documents reflecting, referencing, or containing any such communications) shall constitute privileged communications between Seller and such Prior Company Counsel and no Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including that the Privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person and not Seller. The Parties further agree that, for evidentiary purposes in the event that of a dispute arises after between Purchaser, on the Closing one hand and the Stockholder Representative, on the other hand, or between Sellerthe Stockholder Representative, on the one hand, and Buyer, any Transferred Entity or JV EntityCompany 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, Fried Xxxxx xxx represent Seller the Law Firm may disclose to the Stockholder Representative, the parties to the Written Consent and to those Persons who are, prior to the Effective Time, officers of the Company actively involved in the review and preparation of the documents relating to the transactions contemplated herein, any information learned by the Law Firm in the course of its representation of the Company, whether or not such dispute even though information is subject to the attorney-client privilege and/or the Law Firm’s duty of confidentiality, and whether or not such disclosure is made before or after the Closing. 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 Seller may the Purchaser and/or the Surviving Corporation could not be directly reasonably expected to be or become adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially related to such dispute, or may be handling matters for Seller or such Transferred Entity or JV Entity prior to the Closinginterests of the Stockholder Representative and/or the Company Securityholders. (c) This Section 10.12 is for the benefit of Seller and the Seller Related Parties and each Prior Company Counsel, and the Seller Related Parties and each Prior Company Counsel are express third party beneficiaries of this Section 10.12. This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.