Common use of Waiver of Conflicts; Attorney-Client Communications Clause in Contracts

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have acted as legal counsel to the Shareholders (including the Shareholders’ Agent) and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions) and (ii) the Law Firms intend to act as legal counsel to the Shareholder Parties after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby (I) waives and shall not assert, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to waive and not assert, any conflict of interest relating to the Law Firms’ representation of any Shareholder Party after the Closing in any matter involving the contemplated Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any of the Law Firms’ records or communications relating to the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the transactions contemplated hereby or thereby (such records or communications, the “Covered Attorney-Client Communications”), which shall be the property solely of (and be controlled solely by) the Shareholders and the Shareholders’ Agent. Acquirer agrees that it would be impractical to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any Covered Attorney-Client Communications remaining in the records of the Company or any of its Subsidiaries after the Closing in a manner that would be adverse to any of the Shareholder Parties. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Acquirer or any of its Affiliates (including the Company or any of its Subsidiaries), on the one hand, and a third party other than a Shareholder Party, on the other hand, after the Closing, Acquirer and its Affiliates (including the Company and its Subsidiaries) may assert the attorney-client privilege or any other evidentiary privilege to prevent disclosure of Covered Attorney-Client Communications to such third party, but Acquirer and its Affiliates (including the Company and its Subsidiaries) shall not waive any such privilege without the prior written consent of the Shareholders’ Agent. (c) The parties hereto agree that, to the extent permitted by law, their and their respective Affiliates’ rights and obligations to maintain, preserve, assert or waive any or all attorney-client and work product privileges (and all other evidentiary privileges and the expectation of client confidence as to all Covered Attorney-Client Communications) with respect to the Company and its Subsidiaries (collectively, “Privileges”) shall be governed by the provisions of this Section 10.14(c). With respect to all Privileged Information (as defined below) of the Shareholder Parties (including, until the Closing, the Company and its Subsidiaries) relating to the sale of the Company (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the Transactions), the Shareholders’ Agent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges. The rights and obligations created by this Section 10.14(c) shall apply to all confidential information as to which any Shareholder Party, on the one hand, or the Company, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to, take any action that would cause any Covered Attorney-Client Communication to cease being a confidential communication or to waive protection under such Privilege in any dispute with a Person that is not a Shareholder Party. In furtherance of the foregoing, Acquirer shall, within ten (10) Business Days of its or any of its Affiliates (including the Company and its Subsidiaries) receiving any discovery or other request seeking the disclosure of any Privileged Information, provide notice to the Shareholders’ Agent of such request, so that the Shareholders’ Agent can take steps to protect any information that may be privileged. As used herein, the following terms shall have the meanings indicated below:

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees Recognizing that (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Fxxxx Xxxxx Txxx LLC (or any successor thereto) (“Xxxx, XxxxxFBT”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have has acted as legal counsel to the Shareholders (including Group Companies prior to the Shareholders’ Agent) Closing and may represent certain of the Company Equityholders and/or their respective Affiliates prior to the Closing, and that the Company Equityholders and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transactions) and (ii) the Law Firms intend may engage FBT to act as legal counsel to the Shareholder Parties Company Equityholders and/or their respective Affiliates after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby Closing, Parentco (I) waives on behalf of itself and shall each of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker)), consents to, waives, and will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, to cause its Subsidiaries (including the Company Group Companies and its SubsidiariesTastemaker) to waive consent to, waive, and not assert, any present, past or future actual or potential conflict of interest relating that may arise in connection with FBT representing any or all of the Company Equityholders and/or their respective Affiliates, and the communication to such Persons, in any such representation, of any fact known to FBT, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with Parentco, the Group Companies or any other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute , and (ii) DLA Piper LLP (US) (“DLA”) has acted as legal counsel to (A) certain Tastemaker equityholders (including the Sponsor) and their respective Affiliates (the “Specified Tastemaker Equityholders”) and (B) Tastemaker and its Affiliates, in each case, prior to the Law Firms’ representation Closing, and that certain Specified Tastemaker Equityholders intend to continue to engage DLA to act as legal counsel to such Specified Tastemaker Equityholders, Parentco (on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker)) consents to, waives, and will not assert, and agrees, after the Closing, to cause its Subsidiaries (including the Group Companies and Tastemaker) to consent to, waive, and to not assert, any present, past or future actual or potential conflict of interest that may arise in connection with DLA representing any or all of the Tastemaker equityholders (including the Sponsor) and their respective Affiliates, and the communication to such Persons, in any such representation, of any Shareholder Party after fact known to DLA, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with Parentco, the Group Companies or any other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. (b) Parentco, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker), irrevocably acknowledges and agrees as follows: (i) all communications of any nature prior to the Closing (and all records of such communications) by, between or among any or all of the Company Equityholders, Parentco, the Group Companies and their respective Affiliates, the officers, directors, employees, and agents of the Company Equityholders, Parentco, the Group Companies and their respective Affiliates, the financial advisors, attorneys, accountants and other advisors to the foregoing (collectively, the “Quality Gold Group”), and FBT and its members and employees, and all of FBT’s work product, with respect to, relating to, or in any matter involving the contemplated Transactions (including connection with the negotiation, preparation, execution execution, delivery and delivery of closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the or any other Transaction DocumentsDocument or any acquisition proposal, and the consummation all matters related to any of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, to the extent constituting attorney-client privileged communication, work product, materials or matters (Aindividually and collectively “Attorney-Client Communications”) shall at all times be subject to the interests attorney-client privilege or attorney work-product doctrine, as applicable, solely in favor of and held by the Company Equityholders and shall be deemed to be confidential and proprietary information solely of the Company Equityholders; (ii) such Shareholder Parties privilege or doctrine shall be held solely by, and may be directly adverse to Acquirerwaived only by, the Company Equityholders, and not by Parentco or any of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker), or their Affiliates, successor or assigns; (iii) all Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by Parentco and the Group Companies of Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by Parentco and the Group Companies to the Company Equityholders, and Parentco, the Group Companies and their respective Affiliates, successors and assigns shall have no right or interest therein of any nature whatsoever, including any access to, possession of or right to use or rely on such records or copies and any right to waive the attorney-client privilege or attorney work-product doctrine with respect to any Attorney-Client Communications and (Biv) FBT shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to Parentco or any of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker) by reason of any attorney-client relationship between FBT and Parentco, any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company Group Companies or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any of the Law Firms’ records or communications relating to the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the transactions contemplated hereby or thereby (such records or communications, the “Covered Attorney-Client Communications”), which shall be the property solely of (and be controlled solely by) the Shareholders and the Shareholders’ Agent. Acquirer agrees that it would be impractical to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any Covered Attorney-Client Communications remaining in the records of the Company or any of its Subsidiaries after the Closing in a manner that would be adverse to any of the Shareholder Parties. Notwithstanding anything to the contrary hereinforegoing, in the event that a dispute arises between Acquirer Parentco or any of its Affiliates Subsidiaries (including including, after the Closing, any Group Company or any of its SubsidiariesTastemaker), on the one hand, and a third party other than a Shareholder Partythe Quality Gold Group, on the other hand, after Parentco, Tastemaker, and/or the Closing, Acquirer and its Affiliates (including the applicable Group Company and its Subsidiaries) may assert the attorney-client privilege or any other evidentiary privilege to prevent disclosure of Covered Attorney-Client Communications confidential communications to such third party; provided, but Acquirer and its Affiliates (including the however, that Parentco, Tastemaker, and/or any Group Company and its Subsidiaries) shall may not waive any such privilege without the prior written consent of the Shareholders’ AgentCompany Equityholders, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The parties hereto agree thatParentco, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker), irrevocably acknowledges and agrees as follows: (i) all communications of any nature prior to the extent permitted by lawClosing (and all records of such communications) by, their between or among any or all of Tastemaker, the Specified Tastemaker Equityholders and their respective Affiliates’ rights , the officers, directors, employees, and obligations agents of Tastemaker, the Specified Tastemaker Equityholders and their respective Affiliates, the financial advisors, attorneys, accountants and other advisors to maintainthe foregoing (collectively, preservethe “Tastemaker Group”), assert or waive any or and DLA and its partners and employees, and all of DLA’s Attorney-Client Communications shall at all times be subject to the attorney-client privilege or attorney work-product doctrine, as applicable, solely in favor of and work product privileges held by the Sponsor and shall be deemed to be confidential and proprietary information solely of the Sponsor; (ii) such privilege or doctrine shall be held solely by, and may be waived only by, the Sponsor, and not by Parentco or any of its Subsidiaries (including, following the Closing, the Group Companies and Tastemaker), or their Affiliates, successor or assigns; (iii) all other evidentiary privileges and the expectation of client confidence as to all Covered Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by Tastemaker of Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by Tastemaker to the Sponsor, and Tastemaker and its Affiliates, successors and assigns shall have no right or interest therein of any nature whatsoever, including any access to, possession of or right to use or rely on such records or copies and any right to waive the attorney-client privilege or attorney work-product doctrine with respect to the Company any Attorney-Client Communications and (iv) DLA shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to Parentco or any of its Subsidiaries (collectively, “Privileges”) shall be governed by the provisions of this Section 10.14(c). With respect to all Privileged Information (as defined below) of the Shareholder Parties (including, until following the Closing, the Company Group Companies and its SubsidiariesTastemaker) relating to the sale by reason of the Company (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the Transactions), the Shareholders’ Agent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges. The rights and obligations created by this Section 10.14(c) shall apply to all confidential information as to which any Shareholder Partyattorney-client relationship between DLA, on the one hand, or and Tastemaker, any Tastemaker equityholders (including the CompanySponsor) and their respective Affiliates, on the other hand. Notwithstanding the foregoing, would be entitled to assert in the event that a dispute arises between Parentco or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall not, and shall cause each any of its Affiliates Subsidiaries (including, after the Closing, any Group Company or Tastemaker), on the one hand, and a third party other than the Tastemaker Group, on the other hand, Parentco, Tastemaker, and/or the applicable Group Company and its Subsidiaries) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that Parentco, Tastemaker, and/or any Group Company may not to, take any action that would cause any Covered Attorney-Client Communication to cease being a confidential communication or to waive protection under such Privilege in any dispute with a Person that is not a Shareholder Party. In furtherance privilege without the prior written consent of the foregoingSponsor, Acquirer shallwhich consent shall not be unreasonably withheld, within ten conditioned or delayed. (10d) Business Days This Section 10.14 is intended for the benefit of, and shall be enforceable by, DLA and FBT, as applicable. This Section 10.14 shall be irrevocable, and no term of its this Section 10.14 that affects or any of its Affiliates (including the Company and its Subsidiaries) receiving any discovery relates to DLA or other request seeking the disclosure of any Privileged Information, provide notice to the Shareholders’ Agent of such request, so that the Shareholders’ Agent can take steps to protect any information that FBT may be privileged. As used hereinamended, waived or modified, without the following terms shall have the meanings indicated below:prior written consent of DLA or FBT, as applicable.

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto Party acknowledges and agrees that (i) Xxxx, Weiss, Rifkind, Xxxxxxx one or more of the Transferred Companies and/or their respective Affiliates have retained Xxxxxxxx & Xxxxxxxx Xxxxx LLP and certain other law firms (“Xxxx, Xxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have acted as and relied on the in-house legal counsel to advisors of Seller (together with the Shareholders (including the Shareholders’ Agent) and their respective Affiliates (collectivelyLaw Firms, the “Shareholder PartiesLegal Advisors”) and have acted to act as legal their counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsrelated agreements, and the consummation of the Transactions) transactions contemplated hereby or thereby), as well as other past and ongoing matters, (ii) the Law Firms intend to act Legal Advisors have not acted as legal counsel to the Shareholder Parties after the Closing for Buyer or any of its past, present or future Affiliates in connection with the transactions contemplated by this Agreement and (iii) no Person other than Seller, the Transferred Companies or their respective Affiliates has the status of a Legal Advisors client for conflict of interest or any dispute arising under or related to this Agreementother purpose as a result thereof. Acquirer Buyer hereby (I) waives and shall will not assert, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) to waive and not assert, any conflict of interest relating to the Law FirmsLegal Advisors’ representation of any Shareholder Party after the Closing of Seller or its Affiliates in any matter involving the transactions contemplated Transactions by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsrelated agreements, and the consummation of the Transactionstransactions contemplated hereby or thereby), including in any Legal Proceeding in connection with the foregoinglitigation, arbitration, mediation or other proceeding, and (II) consents to, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) to consent to, any such representation, even though, in each case, (Ax) the interests of Seller or such Shareholder Parties Affiliates may be directly adverse to AcquirerBuyer, the Company Transferred Companies or their respective Affiliates, (By) any of the Law Firms Legal Advisor may have represented the Company Transferring Companies or its their respective Affiliates in a substantially related matter, or (Cz) any of the Law Firms Legal Advisor may be handling other ongoing matters for AcquirerBuyer, the Company Transferred Companies or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (includingBuyer agrees that, after the Closing, none of Buyer, the Company and its Subsidiaries) not Transferred Companies or any of their Affiliates will have any right to use access or control any of the Law FirmsLegal Advisors’ records or communications relating to or affecting the Retained Business or the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documentsrelated agreements, and the consummation of the transactions contemplated hereby or thereby thereby) (such records or communications, the “Covered Attorney-Client Communications”), which shall will be the property solely of (and be controlled solely by) the Shareholders and the Shareholders’ AgentSeller. Acquirer In addition, Buyer agrees that it would be impractical to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its SubsidiariesTransferred Companies. Accordingly, Acquirer shall Buyer will not, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) not to to, use any Covered Attorney-Client Communications Communication remaining in the records of the Company or any of its Subsidiaries Transferred Companies after the Closing in a manner that would may be adverse to Seller or any of the Shareholder Partiesits Affiliates. Notwithstanding anything to the contrary hereinherein or otherwise, in the event that a dispute arises between Acquirer Buyer or any of its Affiliates (including the Company or any of its Subsidiaries)Affiliates, on the one hand, and a third party Person other than a Shareholder PartyParty to this Agreement, on the other hand, after the Closing, Acquirer Buyer and its Affiliates (including the Company and its Subsidiaries) may assert the attorney-client privilege or any other evidentiary privilege to prevent disclosure of Covered Attorney-Client Communications confidential communications by the Legal Advisors to such third partyPerson; provided, but Acquirer however, that Buyer and its Affiliates (including the Company and its Subsidiaries) shall may not waive any such privilege without the prior written consent of the Shareholders’ AgentSeller. (c) The parties hereto Seller and Buyer agree that, to the extent permitted by lawLaw, their and their respective Affiliates’ respective rights and obligations to maintain, preserve, assert or waive any or all attorney-client and work product privileges (and all other evidentiary privileges and the expectation of client confidence as to all Covered Attorney-Client Communications) belonging to either Party hereto with respect to the Company Business and its Subsidiaries the Retained Business (collectively, “Privileges”) shall be governed by the provisions of this Section 10.14(c)13.19. With respect to all Privileged Information (as defined below) matters relating to the Retained Business or any Excluded Assets or Excluded Liabilities or any other matter that Seller has agreed to be responsible for after the Closing Date pursuant to this Agreement or any of the Shareholder Parties Ancillary Agreements, and with respect to all confidential information of Seller and its Affiliates (including, until the Closing, the Company and its SubsidiariesTransferred Companies) relating to the sale of the Company (including the negotiationTransferred Companies, preparationTransferred Assets, execution and delivery of this Agreement and related agreements, Assumed Liabilities and the consummation of the Transactions)Business, the Shareholders’ Agent Seller and its Affiliates shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Buyer and its Affiliates (including, after the Closing, the Transferred Companies) shall take no action without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed) that would reasonably be likely to result in any waiver of any Privilege that could be asserted by Seller or such Affiliate under applicable Law and this Agreement (in each case except as provided for in the final sentence of Section 13.19(b)). The rights and obligations created by this Section 10.14(c13.19(c) shall apply to all confidential information as to which any Shareholder PartySeller and its Affiliates, on the one hand, or any of the CompanyTransferred Companies, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall Buyer will not, and shall will cause each of its Affiliates (including, after the Closing, the Company and its SubsidiariesTransferred Companies) not to, to take any action that would which could cause any Covered Attorney-Client Communication to cease being a confidential communication or to waive otherwise lose protection under any Privilege, including waiving such Privilege protection in any dispute with a Person that is not a Shareholder Party. In furtherance of the foregoing, Acquirer shall, within ten (10) Business Days of its Seller or any of its Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including including, after the Company Closing, the Transferred Companies), that in the event of a dispute between Seller or any of its Affiliates, on the one hand, and the Transferred Companies, on the other hand, arising out of or relating to any matter in which the Legal Advisors jointly represented both parties, no Privileges will protect from disclosure to Seller or its Subsidiaries) receiving any discovery or other request seeking the disclosure of any Privileged Information, provide notice to the Shareholders’ Agent of such request, so that the Shareholders’ Agent can take steps to protect Affiliates any information that may be privileged. As used herein, or documents developed or shared during the following terms shall have course of the meanings indicated below:Legal Advisors’ joint representation of the Transferred Companies and Seller.

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto Recognizing that: (i)(A) Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”) has acted as legal counsel to the Group Companies, the PubCo Parties, CF OMS and their respective Affiliates prior to the Closing, (B) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP (“Xxxxxxxx”) has acted as legal counsel to the Group Companies, Blocker, Blocker Owner, the PubCo Parties and their respective Affiliates prior to the Closing, and (C) CF OMS and Blocker Owner share a common legal interest with respect to, relating to, or in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement or any other Ancillary Agreement or any acquisition proposal (the “Common Legal Interest”); and that (ii)(A) CF OMS, Blocker Owner, the PubCo Parties and their respective Affiliates (other than the Group Companies) may continue to engage Xxxxxxxx to act as legal counsel to such Persons after the Closing, and (B) Blocker Owner and its respective Affiliates (other than the Group Companies) may engage Xxxxxxxx to act as legal counsel to such Persons after the Closing, MDH, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), consents to, waives, and will not assert, and agrees, after the Closing, to cause the Group Companies to consent to, waive, and to not assert any present, past or future actual or potential conflict of interest that may arise in connection with Xxxxxxxx or Xxxxxxxx representing CF OMS, Blocker Owner, the PubCo Parties or their respective Affiliates (including the Group Companies) prior to or after the Closing with respect to any prior representation, and the communication by Xxxxxxxx or Xxxxxxxx to such Persons, in any such representation, of any fact known to Xxxxxxxx or Xxxxxxxx, including Company Attorney-Client Communications (as defined herein), including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with either of MDH or the Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. (b) MDH, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), irrevocably acknowledges and agrees that as follows: (i) XxxxCF OMS and Blocker Owner share a common legal interest with respect to the Common Legal Interest; (ii) all communications of any nature prior to the Closing (and all records of such communications) between any or all of CF OMS, Weissthe Blocker Owner, Rifkindthe Blocker, Xxxxxxx the PubCo Parties, the Group Companies, any officer, director, employee, or agent of any Group Company, and their respective Affiliates, any of the financial advisors, attorneys, accountants and other advisors to the foregoing, on the one hand, and Xxxxxxxx and its partners and employees or Xxxxxxxx and its partners and employees, on the other hand, and all of Kirkland’s and Xxxxxxxx’x work product with respect to, relating to, or in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement or any other Ancillary Agreement or any acquisition proposal, and all matters related to any of the foregoing, in each case, to the extent constituting attorney-client privileged communication, work product, materials or matters (individually and collectively “Company Attorney-Client Communications”) shall at all times be subject to the attorney-client privilege or attorney work-product doctrine, as applicable, solely in favor of and held by CF OMS or Blocker Owner, as applicable, and shall be deemed to be confidential and proprietary information solely of CF OMS and Blocker Owner; (iii) such privilege or doctrine shall be held solely by, and may be waived only by, CF OMS or Blocker Owner, as applicable, and their respective personal representatives, successors and assigns, and not by PubCo or any of its Subsidiaries (including Surviving MDH, the Group Companies and Blocker), or their Affiliates, successor or assigns; (iv) all Company Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by the Group Companies or Blocker of Company Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by the Group Companies and Blocker to CF OMS or Blocker Owner, as applicable, immediately prior to Closing, and MDH, the Group Companies and the Subsidiaries of MDH and their Affiliates, successors and assigns shall have no right or interest therein of any nature whatsoever including any access to or possession of such records or copies and any right to waive the attorney-client privilege or attorney work-product doctrine with respect to any Company Attorney-Client Communications; and (v) neither Xxxxxxxx nor Xxxxxxxx shall have any duty whatsoever to reveal or disclose any such Company Attorney-Client Communications or files to the Group Companies by reason of any attorney-client relationship between Xxxxxxxx and the Group Companies. (c) Recognizing that Shearman & Xxxxxxxx Sterling LLP (“Xxxx, XxxxxShearman”) and Noerr PartG mbB Winston & Xxxxxx, LLP (“Noerr” and together with Paul, Weiss, the “Law FirmsW&S”) have acted as legal counsel to the Shareholders MDH and its Affiliates (including the Shareholders’ AgentSponsor) and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiationClosing, preparation, execution and delivery of this Agreement that MDH and the other Transaction Documents, Sponsor and the consummation of the Transactions) and (ii) the Law Firms intend its Affiliates may continue to engage Shearman or W&S to act as legal counsel to the Shareholder Parties such Persons after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby Closing, each of PubCo, on behalf of itself and each of its Subsidiaries (I) waives including, following the Closing, the Group Companies), CF OMS and shall the Blocker Owner consents to, waives, and will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, the Company to cause PubCo and its Subsidiaries) Subsidiaries and its and their respective Affiliates and representatives to waive consent to, waive, and to not assertassert any present, any past or future actual or potential conflict of interest relating that may arise in connection with Shearman or W&S representing the Sponsor or its Affiliates prior to the Law Firms’ representation of any Shareholder Party or after the Closing with respect to the Transactions, and the communication by Shearman or W&S to such Persons, in any matter involving such representation, of any fact known to Xxxxxxxx, including MDH Attorney-Client Communications (as defined herein), including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with PubCo, the contemplated Transactions Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. (including d) Each of PubCo, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), CF OMS and Blocker Owner irrevocably acknowledges and agrees as follows: (i) all communications of any nature prior to the Closing (and all records of such communications) between any or all of MDH, the Sponsor, any officer, director, employee, or agent of MDH or the Sponsor, and their respective Affiliates, any of the financial advisors, attorneys, accountants and other advisors to the foregoing, and Shearman or W&S and its partners and employees, and all of Shearman’s or W&S’ work product with respect to, relating to, or in connection with the negotiation, preparation, execution execution, delivery and delivery of closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the or any other Transaction DocumentsAncillary Agreement or any acquisition proposal, and the consummation all matters related to any of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any of the Law Firms’ records or communications relating to the negotiationextent constituting attorney-client privileged communication, preparationwork product, execution materials or matters (individually and delivery of this Agreement and the other Transaction Documents, and the transactions contemplated hereby or thereby (such records or communications, the collectively “Covered MDH Attorney-Client Communications”), which ) shall at all times be the property solely of (and be controlled solely by) the Shareholders and the Shareholders’ Agent. Acquirer agrees that it would be impractical subject to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any Covered Attorney-Client Communications remaining in the records of the Company or any of its Subsidiaries after the Closing in a manner that would be adverse to any of the Shareholder Parties. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Acquirer or any of its Affiliates (including the Company or any of its Subsidiaries), on the one hand, and a third party other than a Shareholder Party, on the other hand, after the Closing, Acquirer and its Affiliates (including the Company and its Subsidiaries) may assert the attorney-client privilege or attorney work-product doctrine, as applicable, solely in favor of and held by the Sponsor, and shall be deemed to be confidential and proprietary information solely of the Sponsor; (ii) such privilege or doctrine shall be held solely by, and may be waived only by, the Sponsor and its personal representatives, successors and assigns, and not by PubCo or any other evidentiary privilege to prevent disclosure of Covered its Subsidiaries (including the Group Companies), or their Affiliates, successor or assigns; (iii) all MDH Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by PubCo or any of its Subsidiaries of MDH Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by PubCo to such third partythe Sponsor immediately prior to Closing, but Acquirer and PubCo and its Affiliates (including the Company and its Subsidiaries) shall not waive any such privilege without the prior written consent of the Shareholders’ Agent. (c) The parties hereto agree that, to the extent permitted by law, their Subsidiaries and their respective Affiliates’ rights , successors and obligations assigns shall have no right or interest therein of any nature whatsoever including any access to maintain, preserve, assert or possession of such records or copies and any right to waive any or all the attorney-client and work privilege or attorney work-product privileges (and all other evidentiary privileges and the expectation of client confidence as doctrine with respect to all Covered any MDH Attorney-Client Communications; and (iv) with respect neither Shearman nor W&S shall have any duty whatsoever to the Company reveal or disclose any such MDH Attorney-Client Communications or files to PubCo or its Subsidiaries or any of their Affiliates by reason of any attorney-client relationship between Shearman or W&S and PubCo and its Subsidiaries Subsidiaries. (collectivelye) Each of Kirkland, “Privileges”) shall be governed by Shearman, W&S and the Sponsor is an express third-party beneficiary hereunder to the provisions of this Section 10.14(c)14.16. With respect to all Privileged Information (as defined below) Each of the Shareholder Parties (including, until the Closing, the Company and its Subsidiaries) relating undersigned has caused this Business Combination Agreement to the sale be duly executed as of the Company date first above written. MDH: MDH ACQUISITION CORP. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer PAYLINK HOLDINGS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer NORMANDY HOLDCO LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory OLIVE VENTURES HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer MILESTONE MERGER SUB INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer MDH MERGER SUB INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer OP GROUP HOLDINGS, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer CF OMS LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: CFO (including the negotiationsee attached) THE LIMITED LIABILITY COMPANY INTERESTS IN OP GROUP HOLDINGS, preparationLLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, execution and delivery THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO BETWEEN THE MEMBERS. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 19 Section 2.1 Formation 20 Section 2.2 Filing 20 Section 2.3 Name 20 Section 2.4 Registered Office: Registered Agent 20 Section 2.5 Principal Place of this Business 20 Section 2.6 Purpose; Powers 20 Section 2.7 Term 20 Section 2.8 Intent 21 Section 3.1 Business Combination Agreement and related agreements, and the consummation of the Transactions), the Shareholders’ Agent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges. The rights and obligations created by this Section 10.14(c) shall apply to all confidential information as to which any Shareholder Party, on the one hand, or the Company, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to, take any action that would cause any Covered Attorney-Client Communication to cease being a confidential communication or to waive protection under such Privilege in any dispute with a Person that is not a Shareholder Party. In furtherance of the foregoing, Acquirer shall, within ten (10) Business Days of its or any of its Affiliates (including the Company and its Subsidiaries) receiving any discovery or other request seeking the disclosure of any Privileged Information, provide notice to the Shareholders’ Agent of such request, so that the Shareholders’ Agent can take steps to protect any information that may be privileged. As used herein, the following terms shall have the meanings indicated below:Transactions 21

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees Recognizing that (i) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP (“Xxxx, XxxxxWillkie”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have has acted as legal counsel to the Shareholders (including Group Companies, certain of the Shareholders’ Agent) Company Equityholders, the Blocker Owners and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction DocumentsClosing, and that the consummation certain of the Transactions) Company Equityholders, the Blocker Owners and (ii) the Law Firms their respective Affiliates intend to continue to engage Willkie to act as legal counsel to the Shareholder Parties such Company Equityholders, Blocker Owners and their respective Affiliates after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby Closing, the Buyer, on behalf of itself and each of its Subsidiaries (I) waives including, following the Closing, the Group Companies), consents to, waives, and shall will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, to cause the Company Group Companies to consent to, waive, and its Subsidiaries) to waive and not assertassert any present, any past or future actual or potential conflict of interest relating that may arise in connection with Willkie representing any or all of the Company Equityholders, the Blocker Owners or their respective Affiliates prior to the Law Firms’ representation of any Shareholder Party or after the Closing with respect to prior representation, and the communication by Willkie to such Persons, in any matter involving such representation, of any fact known to Willkie, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with either of the contemplated Transactions Buyer or the Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. (including b) The Buyer, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), irrevocably acknowledges and agrees as follows: (i) all communications of any nature prior to the Closing (and all records of such communications) between any or all of the Company Equityholders, the Blocker Owners, the Blockers, the Group Companies, any officer, director, employee, or agent of any Group Company, and their respective Affiliates, any of the financial advisors, attorneys, accountants and other advisors to the foregoing, and Willkie and its partners and employees, and all of Willkie’s work product with respect to, relating to, or in connection with the negotiation, preparation, execution execution, delivery and delivery of closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the or any other Transaction DocumentsAncillary Agreement or any acquisition proposal, and the consummation all matters related to any of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any of the Law Firms’ records or communications relating to the negotiationextent constituting attorney-client privileged communication, preparationwork product, execution materials or matters (individually and delivery of this Agreement and the other Transaction Documents, and the transactions contemplated hereby or thereby (such records or communications, the collectively “Covered Attorney-Client Communications”), which ) shall at all times be the property solely of (and be controlled solely by) the Shareholders and the Shareholders’ Agent. Acquirer agrees that it would be impractical subject to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any Covered Attorney-Client Communications remaining in the records of the Company or any of its Subsidiaries after the Closing in a manner that would be adverse to any of the Shareholder Parties. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Acquirer or any of its Affiliates (including the Company or any of its Subsidiaries), on the one hand, and a third party other than a Shareholder Party, on the other hand, after the Closing, Acquirer and its Affiliates (including the Company and its Subsidiaries) may assert the attorney-client privilege or attorney work-product doctrine, as applicable, solely in favor of and held by Company Equityholders and Blocker Owners, and shall be deemed to be confidential and proprietary information solely of the Company Equityholders and Blocker Owners; (ii) such privilege or doctrine shall be held solely by, and may be waived only by, the Company Equityholders and Blocker Owners and their respective personal representatives, successors and assigns, and not by the Buyer or any other evidentiary privilege to prevent disclosure of Covered its Subsidiaries (including the Group Companies), or their Affiliates, successor or assigns; (iii) all Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by the Acquired Companies of Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by the Group Companies to such third party, but Acquirer and its Affiliates (including the Company Equityholders and its Subsidiaries) shall not waive any such privilege without Blocker Owners immediately prior to Closing, and the prior written consent Buyer, the Group Companies and the Subsidiaries of the Shareholders’ Agent. (c) The parties hereto agree that, to the extent permitted by law, their Buyer and their respective Affiliates’ rights , successors and obligations assigns shall have no right or interest therein of any nature whatsoever including any access to maintain, preserve, assert or possession of such records or copies and any right to waive any or all the attorney-client and work privilege or attorney work-product privileges (and all other evidentiary privileges and the expectation of client confidence as doctrine with respect to all Covered any Attorney-Client CommunicationsCommunications and (iv) with respect to the Company and its Subsidiaries (collectively, “Privileges”) shall be governed by the provisions of this Section 10.14(c). With respect to all Privileged Information (as defined below) of the Shareholder Parties (including, until the Closing, the Company and its Subsidiaries) relating to the sale of the Company (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the Transactions), the Shareholders’ Agent Willkie shall have sole authority in perpetuity no duty whatsoever to determine whether to assert reveal or waive disclose any or all Privileges. The rights and obligations created by this Section 10.14(c) shall apply to all confidential information as to which any Shareholder Party, on the one hand, or the Company, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to, take any action that would cause any Covered Attorney-Client Communication Communications or files to cease being a confidential communication or to waive protection under such Privilege in any dispute with a Person that is not a Shareholder Party. In furtherance of the foregoing, Acquirer shall, within ten (10) Business Days of its or any of its Affiliates (including the Company and its Subsidiaries) receiving any discovery or other request seeking the disclosure Group Companies by reason of any Privileged Information, provide notice to attorney-client relationship between Willkie and the Shareholders’ Agent of such request, so that the Shareholders’ Agent can take steps to protect any information that may be privileged. As used herein, the following terms shall have the meanings indicated below:Group Companies.

Waiver of Conflicts; Attorney-Client Communications. (a) Each party hereto acknowledges and agrees Recognizing that (i) Xxxx, Weiss, Rifkind, Xxxxxxx Kxxxxxxx & Xxxxxxxx Exxxx LLP (“Xxxx, XxxxxKxxxxxxx”) and Noerr PartG mbB (“Noerr” and together with Paul, Weiss, the “Law Firms”) have has acted as legal counsel to the Shareholders (including Group Companies, certain of the Shareholders’ Agent) Company Equityholders and their respective Affiliates (collectively, the “Shareholder Parties”) and have acted as legal counsel to the Company and its Subsidiaries prior to the Closing in connection with the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the other Transaction DocumentsClosing, and the consummation that certain of the Transactions) Company Equityholders and (ii) the Law Firms their respective Affiliates intend to continue to engage Kxxxxxxx to act as legal counsel to the Shareholder Parties such Company Equityholders and their respective Affiliates after the Closing in connection with any dispute arising under or related to this Agreement. Acquirer hereby Closing, the Buyer, on behalf of itself and each of its Subsidiaries (I) waives including, following the Closing, the Group Companies), consents to, waives, and shall will not assert, and shall cause each of its Affiliates (includingagrees, after the Closing, to cause the Company Group Companies to consent to, waive, and its Subsidiaries) to waive and not assertassert any present, any past or future actual or potential conflict of interest relating that may arise in connection with Kxxxxxxx representing any or all of the Company Equityholders or their respective Affiliates prior to the Law Firms’ representation of any Shareholder Party or after the Closing with respect to prior representation, and the communication to such Persons, in any matter involving such representation, of any fact known to Kxxxxxxx, including Attorney-Client Communications, including in connection with any negotiation, arbitration, mediation, litigation or other Proceeding in any way related to a dispute with either of the contemplated Transactions Buyer or the Group Companies or other Person following the Closing, and the disclosure of any such fact in connection with any process undertaken for the resolution of such dispute. (including b) The Buyer, on behalf of itself and each of its Subsidiaries (including, following the Closing, the Group Companies), irrevocably acknowledges and agrees as follows: (i) all communications of any nature prior to the Closing (and all records of such communications) between any or all of the Company Equityholders, the Group Companies, any officer, director, employee, or agent of any Group Company, and their respective Affiliates, any of the financial advisors, attorneys, accountants and other advisors to the foregoing, and Kxxxxxxx and its partners and employees, and all of Kirkland’s work product with respect to, relating to, or in connection with the negotiation, preparation, execution execution, delivery and delivery of closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the or any other Transaction DocumentsAncillary Agreement or any acquisition proposal, and the consummation all matters related to any of the Transactions), including in any Legal Proceeding in connection with the foregoing, and (II) consents to, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) to consent to, any such representation, even though, in each case, (A) the interests of such Shareholder Parties may be directly adverse to Acquirer, the Company or their respective Affiliates, (B) any of the Law Firms may have represented the Company or its respective Affiliates in a substantially related matter, or (C) any of the Law Firms may be handling other ongoing matters for Acquirer, the Company or any of their respective Affiliates. (b) After the Closing, Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to use any of the Law Firms’ records or communications relating to the negotiationextent constituting attorney-client privileged communication, preparationwork product, execution materials or matters (individually and delivery of this Agreement and the other Transaction Documents, and the transactions contemplated hereby or thereby (such records or communications, the collectively “Covered Attorney-Client Communications”)) shall at all times be subject to the attorney-client privilege or attorney work-product doctrine, which as applicable, solely in favor of and held by the Company Equityholders, and shall be the property deemed to be confidential and proprietary information solely of (and be controlled solely by) the Shareholders and the Shareholders’ Agent. Acquirer agrees that it would be impractical to remove all Covered Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, Acquirer Equityholders; (ii) such privilege or doctrine shall notbe held solely by, and shall cause each of its Affiliates (including, after the Closingmay be waived only by, the Company Equityholders and its Subsidiaries) their respective personal representatives, successors and assigns, and not to use any Covered Attorney-Client Communications remaining in by the records of the Company Buyer or any of its Subsidiaries (including the Group Companies), or their Affiliates, successor or assigns; (iii) all Attorney-Client Communications, and all records, and copies or extracts of records, of or maintained by the Group Companies of Attorney-Client Communications in any form, including hard copy or in digital or electronic media, and all rights, privileges and interests therein shall be (and hereby are) irrevocably and completely assigned, transferred and delivered by the Group Companies to the Company Equityholders immediately prior to Closing, and the Buyer, the Group Companies and the Subsidiaries of the Buyer and their Affiliates, successors and assigns shall have no right or interest therein of any nature whatsoever including any access to or possession of such records or copies and any right to waive the attorney-client privilege or attorney work-product doctrine with respect to any Attorney-Client Communications and (iv) Kxxxxxxx shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to the Group Companies by reason of any attorney-client relationship between Kxxxxxxx and the Group Companies. (c) Notwithstanding anything in this Section 13.16 to the contrary, at any time from and after Closing: (i) with respect to any dispute between a Group Company or any Affiliate of a Group Company (as determined from and after Closing), including, without limitation, the Closing in a manner that would be adverse to Buyer or any of the Shareholder Parties. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Acquirer Buyer’s Subsidiaries or any of its Affiliates (including the Company or any of its Subsidiaries)other Affiliates, on the one hand, and a third party any Person other than a Shareholder PartyCompany Equityholder or any Affiliate of a Company Equityholder, on the other hand, after the Closing, Acquirer and its Affiliates (including the such Group Company and its Subsidiaries) or Affiliate of a Group Company may assert the attorney-client privilege or any other evidentiary privilege to prevent disclosure to such third-party of Covered Attorney-Client Communications by Kxxxxxxx to such third third-party, but Acquirer and its Affiliates (including the Company and its Subsidiaries) shall not waive any such provided, however, that no privilege may be waived without the prior written consent of such Company Equityholder or Affiliate, and (ii) if a Group Company or any Affiliate of a Group Company (as determined from and after Closing), including, without limitation, the Shareholders’ Agent. Buyer or any of the Buyer’s Subsidiaries or other Affiliates, is legally required or requested by any Governmental Entity to access or obtain a copy of all or any portion of Attorney-Client Communications, such Person shall be entitled to access or obtain a copy of and disclose the Attorney-Client Communications to the extent necessary to comply with any such legal requirement or request provided that such Person shall notify the Equityholder Representative in writing (c) The parties hereto agree thatprior to such Person’s disclosure of any Attorney-Client Communications, to the extent permitted by law, their and their respective Affiliates’ rights and obligations to maintain, preserve, assert or waive any or all attorney-client and work product privileges (and all other evidentiary privileges and the expectation of client confidence as to all Covered Attorney-Client Communicationspracticable) with respect to the Company and its Subsidiaries (collectively, “Privileges”) shall be governed by the provisions of this Section 10.14(c). With respect to all Privileged Information (as defined below) of the Shareholder Parties (including, until the Closing, the Company and its Subsidiaries) relating to the sale of the Company (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the Transactions), the Shareholders’ Agent shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges. The rights and obligations created by this Section 10.14(c) shall apply to all confidential information as to which any Shareholder Party, on the one hand, or the Company, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). Acquirer shall not, and shall cause each of its Affiliates (including, after the Closing, the Company and its Subsidiaries) not to, take any action that would cause any Covered Attorney-Client Communication to cease being a confidential communication or to waive protection under such Privilege in any dispute with a Person that is not a Shareholder Party. In furtherance of the foregoing, Acquirer shall, within ten (10) Business Days of its or any of its Affiliates (including the Company and its Subsidiaries) receiving any discovery or other request seeking the disclosure of any Privileged Information, provide notice to the Shareholders’ Agent of such request, so that the Shareholders’ Agent Equityholder Representative can take steps to protect any information that may be privileged. As used herein, the following terms shall have the meanings indicated below:seek a protective order.