Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) the Business Entities and (b) Parent and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated by this Agreement and the other Transaction Documents, when the interests of Parent and the Sellers, on the one hand, and the Business Entities, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby, and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entities, and for Buyer’s and the Business Entities’ respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx Xxxxx, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under 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 Business Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between Parent, the Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Business Entities and not Parent or the Sellers. Buyer and the Business Entities agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of an Business Entity, Seller or Parent prior to the Closing, 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 Parent, and not a Business Entity, and shall not pass to or be claimed or used by Buyer or any Business Entity, except with respect to the assertion of such privilege or protection against a third party.

Retention of Counsel. Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) the Business Entities The Parties understand and (b) Parent acknowledge that Vantage, its Subsidiaries and the Sellers Group Companies and certain of their respective Affiliates have been represented by Xxxxx Day (the “Company Counsel”) in connection with the negotiationtransactions contemplated hereby. The Parties understand and acknowledge that, preparationsubject to the terms of the Governance Agreements, execution Vantage, its Subsidiaries and delivery of the Group Companies and their respective Affiliates will be entitled to retain the Company Counsel as their counsel following the Closing, including in any dispute between the Investors, on the one hand, and Vantage, its Subsidiaries and the Group Companies or their respective Affiliates (other than the Investors), on the other hand, under this Agreement and the other Transaction Documents and the consummation of or arising from or related to the transactions contemplated hereby and thereby. There may come a timehereby, including after consummation notwithstanding the Company Counsel’s prior and/or any potential ongoing representation of the transactions contemplated by this Agreement Vantage, its Subsidiaries and the other Transaction Documents, when Group Companies and their respective Affiliates and notwithstanding that the interests of Parent Vantage, its Subsidiaries and the SellersGroup Companies and their respective Affiliates, on the one hand, and the Business EntitiesInvestors, on the other hand, may no longer could be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entitiesdirectly adverse to one another. The parties understand Investors hereby waive and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests will not assert any conflict of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute interest arising out of or relating to the representation, after the Closing, of Vantage, its Subsidiaries and the Group Companies or any of their respective Affiliates by the Company Counsel in any litigation, arbitration, mediation or other dispute resolution mechanism relating to or in connection with this Agreement or any of the other Transaction Documents or transactions contemplated hereby. (b) The Parties understand and acknowledge that certain Investors and certain of their respective Affiliates have been represented by Xxxx Xxxxxxxx LLP (the “Investor Counsel”) in connection with the transactions contemplated hereby hereby. The Parties understand and therebyacknowledge that, subject to the terms of the Governance Agreements, the Investors and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities or any of their Affiliatesrespective Affiliates (including Vantage, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself its Subsidiaries and the Business EntitiesGroup Companies and their respective Affiliates) will be entitled to retain the Investor Counsel as their counsel following the Closing, including in any dispute between the Retained Owners and for Buyer’s their respective Affiliates (other than Vantage, its Subsidiaries and the Business Entities’ Group Companies or their respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the SellersAffiliates), on the one hand, and counselVantage, its Subsidiaries and the Group Companies or their respective Affiliates (other than the Retained Owners), on the other hand, under this Agreement or arising from or related to the transactions contemplated hereby, notwithstanding the Investor Counsel’s prior and/or any potential ongoing representation of certain Investors and their respective Affiliates (including, without limitation, Fxxxx Xxxxx, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under or in connection with, this Agreement which, immediately prior to following the Closing, would Vantage, its Subsidiaries and the Group Companies and their respective Affiliates) and notwithstanding that the interests of the foregoing Persons, on the one hand, and the Retained Owners and its Affiliates, on the other hand, could be deemed directly adverse to be privileged communications one another. Each of Parentthe Retained Owners hereby waives and will not assert any conflict of interest arising out of or relating to the representation, after the Sellers and/or Closing, of the Investors, Vantage, Vantage’s Subsidiaries and the Group Companies or any of their respective Subsidiaries (including Affiliates by the Business Entities) and their counsel and would not be subject to disclosure to Buyer Investor Counsel in connection with any process litigation, arbitration, mediation or other dispute resolution mechanism relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after any of the Closing to be privileged communications between Parent, the Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Business Entities and not Parent or the Sellers. Buyer and the Business Entities agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of an Business Entity, Seller or Parent prior to the Closing, 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 Parent, and not a Business Entity, and shall not pass to or be claimed or used by Buyer or any Business Entity, except with respect to the assertion of such privilege or protection against a third partytransactions contemplated hereby.

Retention of Counsel. (a) Each of the parties to this Agreement Parties acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx Vxxxxxx LLP (“Fxxxx XxxxxSellers’ Counsel”) currently serves as counsel to both (a) the Business Entities and (b) Parent Acquired Companies and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransaction. There may come a time, including after consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsTransaction, when the interests of Parent and the Sellers, on the one hand, and the Business EntitiesAcquired Companies, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx Sellers’ Counsel or any of the Business Entities Acquired Companies believes that Fxxxx Xxxxx Sellers’ Counsel can or should no longer represent both Parent and the Sellers and the Business EntitiesAcquired Companies. The parties understand and specifically agree that Fried Fxxxx xxx Sellers’ Counsel may withdraw from representing the Business Entities Acquired Companies and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities Acquired Companies are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and therebyTransaction, and even though Fried Fxxxx xxx Venable may have represented the Business Entities Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities Acquired Companies or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entitiesits Affiliates (including Acquired Companies), and for Buyer’s and the Business Entities’ their respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx XxxxxSellers’ Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action Proceeding arising under 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 Business Entities) Acquired Companies and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between Parent, the Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Business Entities Acquired Companies and not Parent or the Sellers. Buyer and the Business Entities Acquired Companies agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of an Business Entity, Acquired Company or Seller or Parent prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by Parent the Sellers and may be waived only by the ParentSellers, and not a Business Entityan Acquired Company, and shall not pass to or be claimed or used by Buyer or any Business EntityAcquired Company, except with respect to the assertion of such privilege or protection against a third party. (b) Each of the Parties acknowledges that Hxxxxxx Xxxx LLP and Stikeman Elliott LLP (each “Buyer’s Counsel”) currently serves as counsel to both the Buyer and the SPAC in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction. Sellers, for themselves and their Affiliates (including Acquired Companies), and for their respective successors and assigns, irrevocably acknowledges and agrees that all communications between the Buyer and the SPAC, on the one hand, and counsel, on the other hand, including, without limitation, Buyer’s Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of the Buyer and the SPAC and their counsel and would not be subject to disclosure to Sellers in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between the Buyer and the SPAC and such counsel and neither Sellers nor any Person acting or purporting to act on behalf of or through the Sellers shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Sellers or the Acquired Companies and not the Buyer or the SPAC. Sellers and the Acquired Companies agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of Buyer and the SPAC prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Buyer and the SPAC and may be waived only by them, and not an Acquired Company, and shall not pass to or be claimed or used by Sellers or any Acquired Company, except with respect to the assertion of such privilege or protection against a third party.

Retention of Counsel. Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) From and after the Business Entities and (b) Parent and the Sellers Closing, in any dispute or Action arising under or in connection with this Agreement, any of the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation Ancillary Agreements or any of the transactions contemplated hereby or thereby, the Seller, together with all of its Affiliates and thereby. There may come a time, including after consummation the respective successors and assigns of the transactions contemplated by Seller and such Affiliates (collectively, solely as used in this Agreement Section 12.14, “Post-Closing Seller Parties”), shall have the right, at their election, to retain the firm of Freshfields Bruckhaus Xxxxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx US LLP (collectively, the “Seller Counsel”) to represent it in such matter, and the other Transaction DocumentsPurchaser hereby irrevocably waives any objection and consents, when and shall cause the interests of Parent Holding Companies and the SellersCompany Subsidiaries to irrevocably waive any objection and consent, on its own behalf and on behalf of its successors and assigns, to any such representation by Seller Counsel in any such matter and the communication by any Seller Counsel to the Post-Closing Seller Parties in connection with any such representation of any fact known to any Seller Counsel arising by reason of such counsel’s prior representation of the Post-Closing Seller Parties or, prior to the Closing, the Holding Companies and Company Subsidiaries. (b) From and after the Closing, the Purchaser hereby irrevocably acknowledges and agrees, and shall cause the Holding Companies and the Company Subsidiaries to irrevocably acknowledge and agree, on its own behalf and on behalf of its and their successors and assigns, that all communications between the Holding Companies and the Company Subsidiaries and their respective Representatives, on the one hand, and the Business EntitiesSeller Counsel, on the other hand, may no longer be aligned or when, for any reason, Parent, to the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby, and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entities, and for Buyer’s and the Business Entities’ respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx Xxxxx, extent made in connection with the negotiation, preparation, execution, delivery and closing under, under or any dispute or Action arising under or in connection with, this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby, which, immediately prior to the Closing, would be deemed to be privileged communications of Parentbetween the Holding Companies, the Sellers and/or any of their respective Company Subsidiaries (including the Business Entities) and their counsel Seller Counsel and would not be subject to disclosure to Buyer the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement Agreement, any Ancillary Agreement, any of the transactions contemplated hereby or thereby, or otherwise, shall continue shall, from and after the Closing Closing, be deemed to be privileged communications between Parentthe Post-Closing Seller Parties and the Seller Counsel and neither the Purchaser, the Sellers and such counsel and neither Buyer Holding Companies, the Company Subsidiaries nor any Person of their respective Representatives acting or purporting to act on behalf of or through Buyer shall any of them shall, from and after the Closing, attempt to access, or possess (including by virtue of the transactions contemplated by this Agreement or any of the Ancillary Agreements) any right of access to, any work product of the Seller Counsel or any other information, materials or documents in the possession of the Seller Counsel, or any communications between the Seller Counsel and any of the Holding Companies, the Company Subsidiaries and their respective Representatives or otherwise seek to obtain the same by any process process, including in each case on the grounds that the privilege attaching to such work product, information, materials, documents or communications belongs to any Person other than the Business Entities and not Parent or Post-Closing Seller Parties. (c) Other than as explicitly set forth in this Section 12.14, the Sellers. Buyer and the Business Entities agree Parties acknowledge that any attorney-client privilegeclient, attorney work-product protectionwork product, common interest, joint defense and expectation of client confidence arising from or any other available privilege attaching as a result of counsel’s representation of an Business Entity, Seller legal counsel representing the Holding Companies or Parent any Company Subsidiary prior to the ClosingClosing shall survive the Closing and continue to be a privilege of the Holding Companies or any Company Subsidiary, 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 Parentas applicable, and not the Post-Closing Seller Parties, after the Closing. (d) Notwithstanding anything to the contrary in this Section 12.14, in the event that a Business Entitydispute arises following the Closing between the Purchaser and any of its Affiliates, on the one hand, and any third-party who is not a Party and not affiliated with, employed by or otherwise a Representative of the Seller or its Subsidiaries, on the other hand: (i) the Holding Companies and the Company Subsidiaries may assert the attorney-client privilege to prevent disclosure of their communications with the Seller Counsel to such third party; and (ii) the Seller shall not, and shall cause its Affiliates not pass to or be claimed or used by Buyer or any Business Entityto, except waive its privilege retained hereunder in connection with respect to such dispute with such third-party without the assertion prior written consent of such privilege or protection against a third partythe Purchaser.

Retention of Counsel. (a) Each of the parties to this Agreement Parties acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx Xxxxxxx LLP (“Fxxxx XxxxxSellers’ Counsel”) currently serves as counsel to both (a) the Business Entities and (b) Parent Acquired Companies and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransaction. There may come a time, including after consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsTransaction, when the interests of Parent and the Sellers, on the one hand, and the Business EntitiesAcquired Companies, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx Sellers’ Counsel or any of the Business Entities Acquired Companies believes that Fxxxx Xxxxx Sellers’ Counsel can or should no longer represent both Parent and the Sellers and the Business EntitiesAcquired Companies. The parties understand and specifically agree that Fried Fxxxx xxx Sellers’ Counsel may withdraw from representing the Business Entities Acquired Companies and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities Acquired Companies are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and therebyTransaction, and even though Fried Fxxxx xxx Venable may have represented the Business Entities Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities Acquired Companies or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entitiesits Affiliates (including Acquired Companies), and for Buyer’s and the Business Entities’ their respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx XxxxxSellers’ Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action Proceeding arising under 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 Business Entities) Acquired Companies and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between Parent, the Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Business Entities Acquired Companies and not Parent or the Sellers. Buyer and the Business Entities Acquired Companies agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of an Business Entity, Acquired Company or Seller or Parent prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by Parent the Sellers and may be waived only by the ParentSellers, and not a Business Entityan Acquired Company, and shall not pass to or be claimed or used by Buyer or any Business EntityAcquired Company, except with respect to the assertion of such privilege or protection against a third party. (b) Each of the Parties acknowledges that Xxxxxxx Xxxx LLP and Stikeman Elliott LLP (each “Buyer’s Counsel”) currently serves as counsel to both the Buyer and the SPAC in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction. Sellers, for themselves and their Affiliates (including Acquired Companies), and for their respective successors and assigns, irrevocably acknowledges and agrees that all communications between the Buyer and the SPAC, on the one hand, and counsel, on the other hand, including, without limitation, Buyer’s Counsel, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of the Buyer and the SPAC and their counsel and would not be subject to disclosure to Sellers in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between the Buyer and the SPAC and such counsel and neither Sellers nor any Person acting or purporting to act on behalf of or through the Sellers shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Sellers or the Acquired Companies and not the Buyer or the SPAC. Sellers and the Acquired Companies agree that any attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from or as a result of counsel’s representation of Buyer and the SPAC prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Buyer and the SPAC and may be waived only by them, and not an Acquired Company, and shall not pass to or be claimed or used by Sellers or any Acquired Company, except with respect to the assertion of such privilege or protection against a third party.

Retention of Counsel. Each Purchaser agrees, on its own behalf and on behalf of its Affiliates and Representatives, that, following the parties to this Agreement acknowledges that FriedClosing, Frank, Harris, Sxxxxxx Xxxxxx & Jxxxxxxx Xxxxxx LLP (“Fxxxx Xxxxx”) currently serves may serve as counsel to both (a) the Business Entities and (b) Parent and the Sellers Seller or any of Seller’s Affiliates in connection with the negotiation, preparation, execution and delivery of any matters related to this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a timeTransactions, including after consummation of the transactions contemplated by this Agreement and the other Transaction Documentsany litigation, when the interests of Parent and the Sellers, on the one hand, and the Business Entities, on the other hand, may no longer be aligned claim or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Xxxxxx & Xxxxxx LLP of the Company and the Company Subsidiaries prior to the Closing Date. Purchaser and the Company (on behalf of each Company Subsidiary) hereby (a) waive any claim they have or may have that Xxxxxx & Xxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Purchaser, the Company or a Company Subsidiary, on the one hand, and the Seller or any Affiliate of the Seller, on the other Transaction Documents hand, Xxxxxx & Xxxxxx LLP may represent the Seller or any Affiliate of the transactions contemplated hereby and therebySeller in such dispute even though the interests of such person(s) may be directly adverse to Purchaser, the Company or a Company Subsidiary and even though Fried Fxxxx xxx Xxxxxx & Xxxxxx LLP may have represented the Business Entities Company or a Company Subsidiary in a matter substantially related to such dispute or may be handling ongoing matters for dispute. Purchaser and the Business Entities or any Company (on behalf of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entitieseach Company Subsidiary) further agree that, and for Buyer’s and the Business Entities’ respective successors and assigns, irrevocably acknowledges and agrees that as to all communications between Parent and prior to the SellersClosing Date among Xxxxxx & Xxxxxx LLP, on the one hand, and counselthe Company, a Company Subsidiary, the Seller, or any Affiliate or Representative of the foregoing, on the other hand, including, without limitation, Fxxxx Xxxxx, made that relates in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under or in connection with, this Agreement which, immediately prior way to the Closing, would be deemed to be privileged communications of ParentTransactions, the Sellers and/or any of their respective Subsidiaries (including the Business Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between Parent, the Sellers and such counsel and neither Buyer nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Business Entities and not Parent or the Sellers. Buyer and the Business Entities agree that any attorney-client privilege, attorney work-product protection, privilege and the expectation of client confidence arising from or as a result of counsel’s representation of an Business Entity, Seller or Parent prior belongs to the Closing, Seller and all information and documents covered by such privilege or protection, shall belong to and may be controlled by Parent and may be waived only by the Parent, and not a Business Entity, Seller and shall not pass to or be claimed by Purchaser, the Company or used by Buyer or any Business Entity, except with respect to the assertion of such privilege or protection against a third partyCompany Subsidiary.