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

Waiver of Conflicts; Attorney-Client Privilege. Communications between the Seller Guarantors, the Sellers, the Company and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective Subsidiaries, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.

Waiver of Conflicts; Attorney-Client Privilege. Communications between the Seller Guarantors, the Sellers, (a) Investor and the Company waive and their legal counselwill not assert, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, and the Company Ancillary Agreementsagrees to cause the Company Subsidiaries to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any of the Non-Company Affiliates or any shareholder, officer, employee or director of Seller or any of the Non-Company Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the thereby, by any legal counsel that represented Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective its Affiliates (including the Company and the Company Subsidiaries, on ) in connection with this Agreement or the one hand, and a third party (other than a party to this Agreement), on Ancillary Agreements or the other hand, after the Closing, the Seller Guarantors, the Sellerstransactions involving Investor, the Company and their respective Affiliates may assert Seller contemplated hereby or thereby to occur on or prior to the Closing Date (the “Current Representation”). (b) Investor and the Company will not assert, and the Company agrees to cause the Company Subsidiaries to not assert, any attorney-client privilege with respect to prevent disclosure any communication between any legal counsel and any officer, employee or director of confidential communications by legal counselthe Company or any of the Company Subsidiaries (the “Company Designated Persons”) occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Investor or any of its Affiliates (including the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers Company and the Company have been represented Subsidiaries), it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by legal counsel in Seller and/or the preparation, negotiation and execution Non-Company Affiliates; provided that the foregoing acknowledgement of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related retention shall not extend to any communication not involving this Agreement, the Company Ancillary Agreements or the transactions involving Investor, the Company and Seller Ancillary Agreementscontemplated hereby or thereby to occur on or prior to the Closing Date, including in respect of or to communications with any indemnification claims pursuant to this Agreement. The Person other than the Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationDesignated Persons.

Waiver of Conflicts; Attorney-Client Privilege. Communications between Except as may have been expressly and specifically agreed to in writing by Xxxxxx Bond Xxxxxxxxx (US) LLP or its predecessor, Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, LLP (collectively, “WBD”), (a) WBD has not and is not representing, and shall not be deemed to have represented any Selling Shareholder, Shareholder Representative or any officer or member of the Seller Guarantors, the Sellers, Board of Directors of the Company and or any of its Subsidiaries in their legal counselindividual capacities, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, in connection with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby hereby; and (b) WBD has not and is not providing any advice or thereby will become the property counsel (including legal advice or counsel) and shall not be deemed to have provided any advice or counsel, to any Selling Shareholder, Shareholder Representative or any officer or member of the Seller Guarantors Board of Directors of the Company or any of its Subsidiaries in their individual capacities, in - 70 - connection with the transactions contemplated hereby. The Parties hereto acknowledge and the Sellers following agree that all communications prior to the Closing and will not be disclosed to Acquiror between the Selling Shareholders, Shareholder Representative or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing)Company, on one hand, and the SellersWBD, on the other hand, regarding the evaluation, analysis and/or negotiation of this Agreement, any related documents thereto and/or the transactions contemplated therein (the “Transaction-Related Communications and Documents”) shall remain the sole property of the Selling Shareholders, and the Selling Shareholders shall hold attorney-client privilege with respect to all such communications. The Surviving Corporation shall be entitled to possession of all documents, books, records, agreements and financial data of any sort belonging to the Company; provided, however, that in no event shall the Surviving Corporation or Buyer be provided access to or possession of the Transaction-Related Communications and Documents without the prior written consent of Shareholder Representative. The Company acknowledges that WBD may have, prior to the Seller Guarantors Closing, represented the Company and the Sellers; provided thatits Affiliates in connection with various other matters. Notwithstanding such representation, in the event Buyer (on behalf of any dispute between Acquiroritself, the Company (Surviving Corporation and each of their respective Affiliates following the ClosingClosing Date) or agrees that WBD will be entitled to represent the Shareholder Representative, Selling Shareholders, and their respective Affiliates in any disputes that arise concerning this Agreement any related documents thereto and/or the transactions contemplated therein, and hereby waives (on behalf of itself, the Surviving Corporation and any of their respective Subsidiaries, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure Affiliates) any conflict of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including interest in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges such disputes that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure may result from WBD’s representation of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationCompany.

Waiver of Conflicts; Attorney-Client Privilege. Communications between Recognizing that Hxxxx Lovells US LLP has acted as legal counsel to the Seller GuarantorsCompany, certain of the Sellersdirect and indirect holders of Company Securities and certain of their respective Affiliates prior to date hereof, and that Hxxxx Lovells LLP intends to act as legal counsel to certain of the direct and indirect holders of Company Securities and their respective Affiliates (which will no longer include the Company) after the Closing, each of Acquirer, Merger Sub 1, Merger Sub 2, the Company and the Surviving Corporation hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Hxxxx Lovells US LLP representing any direct or indirect holders of the Company Securities or their legal counselAffiliates after the Closing as such representation may relate to the Acquirer, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxMerger Sub 1, LLP, with respect to this AgreementMerger Sub 2, the Company Ancillary Agreements, or the Seller Ancillary Agreements Surviving Corporation or the transactions contemplated hereby or thereby will become the property hereby. In addition, all communications involving attorney-client confidences between direct and indirect holders of the Seller Guarantors Company Securities and the Sellers following the Closing Company and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective SubsidiariesAffiliates, on the one hand, and a third party (other than a party to this Agreement)Hxxxx Lovells US LLP, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of Company Securities and their respective Affiliates (and not the Company). Accordingly, the Company shall not have access to any such communications or to the files of Hxxxx Lovells US LLP relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Guarantors, the Sellers, the direct and indirect holders of Company Securities and their respective Affiliates may assert (and not the Company) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure such engagement, and none of confidential communications by legal counselthe Company shall be a holder thereof, (ii) to the extent that files of Hxxxx Lovells US LLP in respect of such engagement constitute property of the client, only the direct and indirect holders of Company Securities and their respective Affiliates (and not the Company, ) shall hold such property rights and (iii) Hxxxx Lovells US LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers Company by reason of any attorney-client relationship between Hxxxx Lovells US LLP and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationotherwise.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) It is acknowledged by each of the Seller Guarantors, the Sellers, parties that the Company and their legal counsel, Xxxxxxxxx Xxxxxxx has retained Xxxxxx Xxxxxxxxxx Xxxxxxxx & XxxxxxxxxMarkiles, LLP, LLP (“XXX”) to act as its counsel (and counsel for the Stockholders) in connection with respect to the negotiation and execution of this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or Agreement and the transactions contemplated by this Agreement. (b) Buyer hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided agrees that, in the event that a dispute arises between Buyer or any of any dispute between Acquirorits Affiliates (including, after the Closing, the Company (following Surviving Entity) and the Closing) Stockholder Representative, Stockholders or any of their respective SubsidiariesAffiliates (including, prior to the Closing, the Company) with respect to the transactions contemplated hereby, XXX may represent the Stockholder Representative, Stockholders and/or any such Affiliate in such dispute, even though the interests of the Stockholder Representative, Stockholders or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, the Surviving Entity as successor to the Company), and even though XXX represented the Company in such transactions. (c) Buyer hereby waives, on behalf of itself and each of its Affiliates (including, after the Closing, the Surviving Entity): (i) any claim that it has or may have that XXX has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations to the extent such conflicts arise by virtue of XXX’s representation of the Stockholders or the Company prior to the Closing; and (ii) agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates (including the Surviving Entity) and the Stockholder Representative, Stockholders or any Affiliate thereof with respect to the transactions contemplated hereby, XXX may represent the Stockholder Representative, Stockholders and/or any such Affiliate in such dispute, even though the interests of the Stockholder Representative, Stockholders or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including the Surviving Entity), and even though XXX represented the Company in such transactions. (d) Buyer, on behalf of itself and each of its Affiliates (including, after the Closing, the Surviving Entity) further agrees that, as to all communications among XXX, on the one hand, and the Stockholder Representative, Stockholders and/or the Company, on the other hand, that relate in any way to the negotiation, preparation, execution, delivery and closing of this Agreement, the attorney-client privilege and the expectation of client confidence belong to the Stockholder Representative and Stockholders and may be controlled by the Stockholder Representative and shall not pass to or be claimed by Xxxxx or the Surviving Entity (as successor to the Company). Notwithstanding the foregoing, in the event that a dispute arises between Buyer and the Surviving Entity and a third party (other than a party to this Agreement)the Stockholder Representative, on the other hand, Stockholders or their Affiliates) after the Closing, Buyer and the Seller Guarantors, the Sellers, the Company and their respective Affiliates Surviving Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers XXX to such third party. Notwithstanding ; provided, however, that neither Buyer nor the Seller Guarantors, Surviving Entity may waive such privilege without the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure prior written consent of the reasonably foreseeable adverse consequences of such representationStockholder Representative (which consent shall not be unreasonably withheld, and it hereby waives any conflict arising out of such future representationdelayed or conditioned).

Waiver of Conflicts; Attorney-Client Privilege. Communications Recognizing that Xxxxxx XxXxxxx LLP (the “Company Law Firm”) has acted as legal counsel to the Company prior to the Closing, and that the Company Law Firm intends to act as legal counsel to the Stockholder Representative after the Closing, each of Parent and the Surviving Company, and on behalf of their Subsidiaries, hereby waives, on its own behalf and agrees to cause its Subsidiaries to waive, any conflicts that may arise in connection with the Company Law Firm representing the Stockholder Representative after the Closing as such representation may relate to the Transactions and the Parent and/or the Surviving Company. In addition, except as disclosed to Parent by the Company or the Stockholder Representative in the negotiation of the Transactions, all communications involving attorney-client confidences between the Seller GuarantorsCompany, including its Board of Directors, officers, employees and Representatives in the Sellerscourse of the negotiation, documentation and consummation of this Agreement and the Transactions hereby shall be deemed to be attorney-client communications that belong solely to such Stockholder Representative, not the Surviving Company. Accordingly, neither Parent nor the Surviving Company shall have access to any such communications, or to the files of the Company Law Firm relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and their legal counselafter the Closing, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx(a) the Stockholder Representative, LLPand not the Surviving Company, shall be the sole holder of the attorney-client privilege with respect to this Agreementsuch engagement, and neither Parent nor the Surviving Company shall be a holder thereof, (b) to the extent that files of the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the Law Firm in respect of such engagement constitute property of the Seller Guarantors client, only the Stockholder Representative, and not the Surviving Company, shall hold such property rights, and (c) the Company Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Company by reason of any attorney-client relationship between the Company Law Firm and the Sellers following Surviving Company or otherwise. Notwithstanding the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided thatforegoing, in the event of any that a dispute arises between Acquiror, Parent or the Surviving Company (following the Closing) or any of their respective Subsidiaries, on the one hand, and a third party (other than a party to this Agreement), on the other hand, Agreement or any of their respective Representatives or Affiliates) after the Closing, the Seller Guarantors, the Sellers, the Surviving Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers Company Law Firm to such third party. Notwithstanding ; provided, however, that neither the Seller Guarantors, Surviving Company nor the Sellers and Parent may waive such privilege without the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure prior written consent of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationStockholder Representative.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) It is acknowledged by each of the Seller Guarantors, the Sellers, parties that Truist and the Company have retained Xxxxx Xxxx & Xxxxxxxx LLP to act as their counsel in connection with this Agreement and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby (the “Current Representation”), and that no other party has the status of a client of Xxxxx Xxxx & Xxxxxxxx LLP for conflict of interest or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following any other purposes as a result thereof. Each Buyer Entity hereby agrees that after the Closing, Xxxxx Xxxx & Xxxxxxxx LLP may represent the Truist Parties or any Representative, equityholder or partner thereof (any such Person, a “Designated Person”) in any action relating to a claim for indemnification under Article 12 between Acquiror matter involving or arising from the Company (following Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the Closing), on one handtransactions contemplated hereby, and including, for the Sellersavoidance of doubt, on the any litigation, arbitration, mediation or other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiroror among the Buyer Entities, the any Company (following the Closing) Entity, any of their respective Affiliates or any of their respective Subsidiaries, on the one handRepresentatives, and any Designated Person, even though the interests of such Designated Person may be directly adverse to the Buyer Entities, any Company Entity, any of their respective Affiliates or any of their respective Representatives, and even though Xxxxx Xxxx & Xxxxxxxx LLP may have represented any Company Entity in a third party substantially related matter, or may be representing the Buyer Entities or any Company Entity in ongoing matters. Each Buyer Entity hereby waives and agrees not to, and after the Closing agrees to cause each of the Company Entities not to, assert (other than i) any claim that Xxxxx Xxxx & Xxxxxxxx LLP has a party conflict of interest in any representation described in this ‎‎Section 11.13, and (ii) any confidentiality obligation with respect to this Agreement)any communication between Xxxxx Xxxx & Xxxxxxxx LLP and any Designated Person or any Company Entity or any of their respective Representatives occurring during the Current Representation. (b) Each Buyer Entity hereby agrees that as to all communications (whether before, on the other hand, at or after the Closing, the Seller Guarantors, the Sellers, the ) between Xxxxx Xxxx & Xxxxxxxx LLP and any Designated Person or any Company and Entity or any of their respective Affiliates may assert Representatives that relate in any way to the Current Representation, the attorney-client privilege and all rights to prevent disclosure any other evidentiary privilege, and the protections afforded to information relating to representation of confidential communications a client under applicable rules of professional conduct, belong to Truist and may be controlled by legal counselTruist and shall not pass to or be claimed by any Buyer Entity, any Company Entity, any of their respective Affiliates or any of their respective Representatives. Without limiting the foregoing, notwithstanding any policy of any Buyer Entity, any Company Entity or any agreement between any Company Entity or any of their respective Representatives and any Designated Person, whether established or entered into before, at or after the Closing, except as required by Applicable Law, the CompanyBuyer Entities shall not review or use for any purpose without Truist’s prior written consent, the Seller Guarantors and the Sellers or seek to such third party. Notwithstanding that the Seller Guarantorscompel disclosure to any Buyer Entity, the Sellers and the any Company have been represented by legal counsel Entity, any of their respective Affiliates or any of their respective Representatives any communication or information (whether written, oral, electronic or in any other medium) described in the preparationprevious sentence. (c) BUYER HAS BEEN ADVISED WITH RESPECT TO THIS ‎SECTION 11.13 BY ITS OWN COUNSEL, negotiation and execution of this Agreement and the Seller Ancillary AgreementsAND XXXXX BELIEVES, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this AgreementHAVING CONSULTED WITH ITS COUNSEL, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationTHAT IT HAS SUFFICIENT INFORMATION TO ENTER INTO AND BE BOUND BY THE PROVISIONS SET FORTH IN ‎THIS ‎SECTION 11.13.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) It is acknowledged by each of the parties that Seller Guarantors, the Sellers, and the Company and have retained Dxxxx Xxxx & Wxxxxxxx LLP ( “Seller’s Law Firm”) to act as their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel in connection with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors Agreement and the Sellers following Transactions (the Closing “Current Representation”), and will not be disclosed to Acquiror that no other party has the status of a client of Seller’s Law Firm for conflict of interest or the Company (following any other purposes as a result thereof. Buyer hereby agrees that after the Closing, Seller’s Law Firm may represent Seller or any representative, equityholder or partner thereof (any such Person, a “Designated Person”) in any action relating to a claim matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the Transactions, and including, for indemnification under Article 12 the avoidance of doubt, any litigation, arbitration, mediation or other dispute between Acquiror or among Buyer, any of the Company (following the Closing)Group, on one hand, and the Sellers, on the other hand, without the consent any of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) their respective Affiliates or any of their respective Subsidiaries, on the one handrepresentatives, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer, any of the Company Group, any of their respective Affiliates or any of their respective representatives, and even though Seller’s Law Firm may have represented any of the Company Group in a third party substantially related matter, or may be representing Buyer or any of the Company Group in ongoing matters. Buyer hereby waives and agrees not to, and after the Closing agrees to cause each of the Company Group not to, assert (other than i) any claim that Seller’s Law Firm has a party conflict of interest in any representation described in this ‎Section 11.13, and (ii) any confidentiality obligation with respect to this Agreement)any communication between Seller’s Law Firm and any Designated Person or any of the Company Group or any of their respective representatives occurring during the Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, on the other hand, at or after the Closing, the Seller Guarantors, the Sellers, ) between Seller’s Law Firm and any Designated Person or any of the Company and Group or any of their respective Affiliates may assert representatives that relate in any way to the Current Representation, the attorney-client privilege and all rights to prevent disclosure of confidential communications by legal counselany other evidentiary privilege, the Company, the Seller Guarantors and the Sellers protections afforded to such third party. Notwithstanding that the information relating to representation of a client under applicable rules of professional conduct, belong to Seller Guarantorsand may be controlled by Seller and shall not pass to or be claimed by Buyer, the Sellers and any of the Company have been represented by legal counsel in Group, any of their respective Affiliates or any of their respective representatives. Without limiting the preparationforegoing, negotiation and execution notwithstanding any policy of this Agreement and the Seller Ancillary AgreementsBuyer, any of the Company agrees that Group or any agreement between any of the Company Group or any of their respective representatives and any Designated Person, whether established or entered into before, at or after the Closing, Buyer shall not, and after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, shall cause each of the Company Ancillary Agreements Group not to, review or the Seller Ancillary Agreementsuse for any purpose, including in respect of or seek to compel disclosure to Buyer, any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences Company Group, any of such representationtheir respective Affiliates or any of their respective representatives any communication or information (whether written, and it hereby waives oral, electronic or in any conflict arising out of such future representationother medium) described in the previous sentence. (c) BUYER HAS BEEN ADVISED WITH RESPECT TO THIS ‎SECTION 11.13 BY ITS OWN COUNSEL, AND BUYER BELIEVES, HAVING CONSULTED WITH ITS COUNSEL, THAT IT HAS SUFFICIENT INFORMATION TO ENTER INTO AND BE BOUND BY THE PROVISIONS SET FORTH IN ‎THIS ‎SECTION 11.13.

Waiver of Conflicts; Attorney-Client Privilege. Communications between the Seller Guarantors(a) Buyer (on behalf of itself and its controlled Affiliates) waives and will not assert, the Sellers, and agrees to cause the Company and their legal counselits Subsidiaries to waive and not to assert, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxany conflict of interest arising out of or relating to the representation, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following after the Closing) in , of Seller or any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) its Affiliates or any of their respective stockholders, officers, employees or directors (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, by any legal counsel (including internal counsel and Debevoise & Xxxxxxxx LLP, “Seller Legal Counsel”) representing Seller, the Company, or any of its Subsidiaries in connection with this Agreement or any other agreements or transactions contemplated thereby (the “Current Representation”), including in any litigation or other dispute or proceeding between or among Buyer or its controlled Affiliates, the Company or any of its Subsidiaries, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or the Company and its Subsidiaries. (b) Buyer (on behalf of itself and its controlled Affiliates) acknowledges that all rights applicable to any attorney-client privileged communications between Seller Legal Counsel in connection with the one handCurrent Representation (the “Privileged Communications”) shall be retained solely by Seller (and not the Company and its Subsidiaries) and agrees that it will not, and will cause the Company and its Subsidiaries not to, assert any attorney-client privilege with respect to the Privileged Communications. Furthermore, Buyer will not, and will cause each of its controlled Affiliates (including, after Closing, the Company and its Subsidiaries) not to, use any Privileged Communications (or portion thereof) in a third party manner adverse to Seller or any of its Affiliates. (other than a party to this Agreement)c) Accordingly, on the other hand, from and after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert its Subsidiaries shall not have access to any Privileged Communications, or to the attorney-client privilege files of any Seller Legal Counsel in connection with the Current Representation to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters extent related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.the

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) Purchaser waives and will not assert, and agrees to cause its Affiliates, including the Seller GuarantorsNeptune Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing, of Sellers, the Company and any of their legal counselSubsidiaries or any shareholder, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxofficer, LLP, with respect to employee or director of Sellers or any of their Subsidiaries in any matter involving this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements Agreement or the any other agreements or transactions contemplated hereby or thereby will become (including matters in which the property interests of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective Subsidiaries may be directly adverse to Purchaser and its Affiliates, including the Neptune Entities), by any legal counsel currently representing Sellers or any of their Subsidiaries in connection with this Agreement or any other agreements or transactions contemplated by this Agreement, including Wachtell, Lipton, Xxxxx & Xxxx (the “Current Representation”). (b) Purchaser waives and will not assert, and agrees to cause its Affiliates, including the Neptune Entities, to waive and not to assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and Sellers, any of their Subsidiaries, on or any shareholder, officer, employee or director of Sellers or any of their Subsidiaries relating in any way to the one handCurrent Representation; it being the intention of the Parties hereto that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Sellers and that Sellers, and a third party (not Purchaser, its Affiliates or the Neptune Entities, shall have the sole right to decide whether or not to waive any attorney-client or other than a party to this Agreement)applicable legal privilege or protection. Accordingly, on the other hand, from and after the Closing, none of Purchaser, its Affiliates or the Seller GuarantorsNeptune Entities shall have any access to any such communications or to the files of the Current Representation, all of which shall be and remain the property of Sellers and not of Purchaser, its Affiliates or the Neptune Entities, or to internal counsel relating to the Current Representation, and none of Purchaser, its Affiliates, the Sellers, Neptune Entities or any Person acting or purporting to act on their behalf shall seek to obtain the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications same by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationprocess.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) It is acknowledged by each of the Seller Guarantors, parties that certain of the Sellers, Sellers and the Company have retained Xxxxx Xxxx & Xxxxxxxx LLP (the “Sellers’ Law Firm”) to act as their counsel in connection with this Agreement and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become (the property “Current Representation”), and that no other party has the status of a client of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror Sellers’ Law Firm for conflict of interest or the Company (following any other purposes as a result thereof. The Buyer hereby agrees that after the Closing, the Sellers’ Law Firm may represent any of the Seller, the Seller Representative or any Representative, equityholder or partner thereof (any such Person, a “Designated Person”) in any action relating to a claim for indemnification under Article 12 between Acquiror matter involving or arising from the Company (following Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the Closing), on one handtransactions contemplated hereby, and including, for the Sellersavoidance of doubt, on the any litigation, arbitration, mediation or other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiroror among the Buyer, the any Company (following the Closing) Entity, any of their respective Affiliates or any of their respective Subsidiaries, on the one handRepresentatives, and any Designated Person, even though the interests of such Designated Person may be directly adverse to the Buyer, any Company Entity, any of their respective Affiliates or any of their respective Representatives, and even though the Sellers’ Law Firm may have represented any Company Entity in a third party substantially related matter, or may be representing the Buyer or any Company Entity in ongoing matters. The Buyer hereby waives and agrees not to, and after the Closing agrees to cause each of the Company Entities not to, assert (i) any claim that the Sellers’ Law Firm has a conflict of interest in any representation described in this Section 13.13, and (ii) any confidentiality obligation with respect to any communication between the Sellers’ Law Firm and any Designated Person or any Company Entity or any of their respective Representatives occurring during the Current Representation. (b) The Buyer hereby agrees that as to all communications (whether before, at or after the Closing) between the Sellers’ Law Firm and any Designated Person or any Company Entity or any of their respective Representatives that relate in any way to the Current Representation, the attorney-client privilege and all rights to any other than evidentiary privilege, and the protections afforded to information relating to representation of a party client under applicable rules of professional conduct, belong to this Agreement)the Sellers and may be controlled by the Sellers (or the Seller Representative on behalf of the Sellers) and shall not pass to or be claimed by the Buyer, on any Company Entity, any of their respective Affiliates or any of their respective Representatives. Without limiting the other handforegoing, notwithstanding any policy of the Buyer, any Company Entity or any agreement between any Company Entity or any of their respective Representatives and any Designated Person, whether established or entered into before, at or after the Closing, the Seller GuarantorsBuyer shall not, and after the Sellers, Closing shall cause each of the Company and Entities not to, review or use for any purpose without the Seller Representative’s prior written consent, or seek to compel disclosure to the Buyer, any Company Entity, any of their respective Affiliates or any of their respective Representatives any communication or information (whether written, oral, electronic or in any other medium) described in the previous sentence. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any of the Company Entities and a third party other than a Designated Person after the Closing, any Company Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers Sellers’ Law Firm to such third party. Notwithstanding that the Seller Guarantors. (c) THE BUYER AND MERGER SUB HAVE BEEN ADVISED WITH RESPECT TO THIS SECTION 13.13 BY THEIR OWN COUNSEL, the Sellers and the Company have been represented by legal counsel in the preparationAND THE BUYER AND MERGER SUB BELIEVE, negotiation and execution of this Agreement and the Seller Ancillary AgreementsHAVING CONSULTED WITH THEIR COUNSEL, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationTHAT THEY HAVE SUFFICIENT INFORMATION TO ENTER INTO AND BE BOUND BY THE PROVISIONS SET FORTH IN THIS SECTION 13.13.

Waiver of Conflicts; Attorney-Client Privilege. Communications (a) Each of the parties to this Agreement (collectively, the “Consenting Parties”) acknowledge that at all times relevant hereto up to the Closing, Xxxxxxx Procter LLP (“Company Counsel”) has represented only the Company. If subsequent to the Closing any dispute were to arise relating in any manner to this Agreement or the Transaction Agreements between the Seller Guarantors, the Sellers, the Company and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective SubsidiariesAgent, on the one hand, and another Consenting Party, on the other hand (each a third party “Dispute”), the Consenting Parties consent to Company Counsel’s representation of the Agent in the Dispute(s). Company Counsel has acted as counsel for the Company in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”) and, in that respect, not as counsel for any other than a party Person, including, Purchaser or Merger Sub. Company Counsel may represent post-Closing the Agent with respect to other matters that may include post-Closing matters related to this AgreementAgreement and the transactions contemplated hereby. Only the Company shall be considered a client of Company Counsel in the Acquisition Engagement. (b) Notwithstanding anything to the contrary contained herein, as to any communications occurring prior to the Closing between the Company, the Agent or any Equityholder or any of them, on the one hand, and any Company Counsel, on the other hand, solely to the extent related to the transactions contemplated by the Transaction Agreement and not related to any other matter related to the Company, to the extent such communications are subject to attorney-client privilege (collectively, the “Privileged Communications”), Purchaser and the Company, together with any of their respective successors or assigns, agree that the Agent may and, Purchaser and the Company, together with any of their respective successors or assigns, may not, use or rely on any of the Privileged Communications in any action or claim solely between (i) the Agent and the Equityholders, on the one hand, and (ii) Purchaser and its subsidiaries, on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.

Waiver of Conflicts; Attorney-Client Privilege. Communications between the Seller Guarantors, the Sellers, the Company (a) Buyer (on behalf of itself and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing its Affiliates) waives and will not be disclosed assert, and agrees to Acquiror or cause the Company (following Group to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing) in , of Seller or any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) its Affiliates or any of their respective Subsidiariesshareholders, on officers, employees or directors (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, by any legal counsel (including internal counsel and Debevoise & Xxxxxxxx LLP, “Seller Legal Counsel”) representing Seller or any member of the one handCompany Group in connection with this Agreement or any other agreements or transactions contemplated thereby (the “Current Representation”), including in any litigation or other dispute or proceeding between or among Buyer or its Affiliates, any member of the Company Group, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or any member of the Company Group. (b) Buyer (on behalf of itself and its Affiliates) acknowledges that all rights to any attorney-client privilege applicable to communications between Seller Legal Counsel in connection with the Current Representation shall be retained solely by Seller (and not the Company Group) and agrees that it will not, and will cause the Company Group not to, assert any attorney-client privilege with respect to such communications. Furthermore, Buyer will not, and will cause each of its Affiliates (including, after Closing, the Company Group) not to, use any such communications (or portion thereof) in a third party manner adverse to Seller or any of its Affiliates. (other than a party to this Agreement)c) Accordingly, on the other hand, from and after the Closing, the Company Group shall not have access to any such communications, or to the files of any Seller GuarantorsLegal Counsel in connection with the Current Representation. Without limiting the generality of the foregoing, from and after the SellersClosing, (i) Seller and its Affiliates shall be the Company and their respective Affiliates may assert sole holders of the attorney-client privilege with respect to prevent disclosure of confidential communications by legal counselthe Current Representation, the Company, the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by Group shall not be holders thereof, and (ii) to the extent that files of Debevoise & Xxxxxxxx LLP or any other legal counsel currently representing any of the Company Group in connection with the preparationCurrent Representation (whether or not such legal counsel also represented Seller) constitute property of a client, negotiation only Seller and execution its Affiliates shall hold such property rights. Buyer (on behalf of this Agreement itself and its Affiliates) agrees that it would be impractical to remove all attorney-client communications from the records (including e-mails and other electronic files) of the Company Group, and the Seller Ancillary Agreements, failure to so remove such communications shall not be deemed to be a waiver of the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in attorney-client privilege with respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationcommunications.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) Notwithstanding anything to the Seller Guarantorscontrary in any other agreement, recognizing that Xxxxx Xxxx PLC has acted as legal counsel to the Company and the Shareholders’ Representative and their respective Affiliates in connection with this Agreement, the SellersMerger and the other transactions contemplated hereby, and that Xxxxx Hill PLC intends to continue to act as legal counsel to the Company and the Shareholders’ Representative and their respective Affiliates prior to Closing and as legal counsel to the Shareholders’ Representative and its Affiliates after the Closing, the Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that have arisen or may arise in connection with Xxxxx Xxxx PLC representing the Company and the Shareholders’ Representative and their respective Affiliates, prior to, at or after the Closing or the Shareholders’ Representative in contesting and settling any claims arising out of this Agreement or resolving any other disputes hereunder, including representing the Shareholders’ Representative or its Affiliates against the Company and/or its Affiliates in litigation, arbitration or mediation in connection therewith. Parent and the Company each consents, on its own behalf and on behalf of its Affiliates, to the continued representation of the Shareholders’ Representative and its Affiliates by Xxxxx Hill PLC in connection with this Agreement, the Merger and the other transactions contemplated hereby notwithstanding the fact that Xxxxx Xxxx PLC may have represented, and may currently or in the future represent, the Company, Parent and/or any of their respective Affiliates with respect to unrelated matters and notwithstanding anything to the contrary in any other agreement. In addition, Parent and the Company each hereby acknowledges that its consent and waiver under this Section 6.8 is voluntary and informed, and that Parent and the Company have each obtained independent legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, advice with respect to this Agreementconsent and waiver. Parent and the Company each agree that Xxxxx Hill PLC is an express third party beneficiary of this Section 6.8. (b) All communications involving attorney-client confidences between the Shareholders’ Representative, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective SubsidiariesAffiliates, on the one hand, and a third party (other than a party to this Agreement)Xxxxx Xxxx PLC, on the other hand, to the extent related to the negotiation and documentation of this Agreement, the Transaction Documents and consummation of the transactions contemplated hereby and thereby and prior to Closing shall be deemed to be attorney-client confidences that belong solely to the Shareholders’ Representative (and not Parent or the Company) (the “Privileged Materials”). Accordingly, after the Closing, the Seller Guarantors, the Sellers, Parent and the Company shall not have access to the Privileged Materials. Without limiting the generality of the foregoing, upon and their respective after the Closing, (a) the Shareholders’ Representative and its Affiliates may assert (and not Parent or the Company) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the Privileged Materials, and neither Parent nor the Company shall be a holder thereof, (b) to the extent that files of confidential communications by legal counselXxxxx Hill PLC that constitute Privileged Materials constitute property of the client, only the Shareholders’ Representative and its Affiliates (and not Parent or the Company) shall hold such property rights, and (c) Xxxxx Xxxx PLC shall have no duty whatsoever to reveal or disclose any such Privileged Materials to Parent or the Seller Guarantors and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers Company or any of their respective Affiliates by reason of any attorney-client relationship between Xxxxx Hill PLC and the Company have been represented by legal counsel in the preparation, negotiation and execution or any of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements its Affiliates or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationotherwise.

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) Buyer acknowledges that S&C (i) currently serves as counsel to Seller and its Subsidiaries, including the Company, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) may serve as counsel to Seller Guarantorsand its Affiliates following the Closing, including in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions. Buyer, on behalf of itself and its Subsidiaries (including, following the Closing, the SellersCompany) hereby (A) waives any claim that S&C has a conflict of interest or is otherwise prohibited from engaging in such representation and (B) agrees that, in the Company and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following event that a dispute arises after the Closing and will not be disclosed to Acquiror between Buyer or the Company (following on the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the SellersSeller or any of its Affiliates, on the other hand, without S&C may represent Seller or any of its Affiliates in such dispute even though the consent interests of such Person may be directly adverse to Buyer or its Subsidiaries (including, following the Closing, the Company) and even though S&C may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. (b) Buyer, on behalf of itself and its Subsidiaries (including, following the Closing, the Company) agrees that, as to all communications prior to the Closing between S&C, on the one hand, and one or more of Seller, its Affiliates and their respective Representatives, on the other hand, to the extent that they relate to the Transactions, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or its Subsidiaries (including, following the Closing, the Company). In addition, all of the Seller Guarantors client files and records in the possession of S&C related to this Agreement and the Sellers; provided thatTransactions shall continue to be the property of Seller. Notwithstanding the foregoing, in the event of any that a dispute arises after the Closing between Acquiror, Buyer or its Subsidiaries (including the Company (following the Closing) or any of their respective SubsidiariesCompany), on the one hand, and a third party (other than a party Party to this Agreement), on the other hand, after the Closing, the Seller Guarantors, the Sellers, then the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers S&C to such third party. Notwithstanding ; provided, however, that the Seller Guarantors, the Sellers and none of the Company have been represented by legal counsel in or its Subsidiaries may waive such privilege without the preparation, negotiation and execution prior written consent of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representationSeller.

Waiver of Conflicts; Attorney-Client Privilege. Communications between Notwithstanding anything to the Seller Guarantorscontrary in any other agreement, the Sellers, the Company recognizing that Cxxxx Hxxx PLC has acted as legal counsel to Endexx and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, its respective Affiliates in connection with respect to this Agreement, the Company Ancillary Agreements, Acquisition and the Seller Ancillary Agreements or the other transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one handhereby, and the Sellersthat Cxxxx Hill PLC intends to continue to act as legal counsel to Endexx, on the other hand, without the consent of the Seller Guarantors but will also act as legal counsel for Hyla and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their its respective Subsidiaries, on the one hand, and a third party Affiliates (other than a party to this Agreement), on the other hand, Seller) after the Closing, the Seller Guarantorsand Hyla hereby waive, the Sellers, the Company on their own behalf and on behalf of their respective Affiliates, any conflicts that have arisen or may arise in connection with Cxxxx Hxxx PLC representing Hyla and its Affiliates may assert at or after the attorney-client privilege to prevent disclosure Closing other than in contesting and settling any claims on behalf of confidential communications by legal counsel, the Company, the Seller Guarantors Endexx and the Sellers to such third party. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution Acquisition Sub arising out of this Agreement or resolving any other disputes hereunder, against Hxxx and/or its Affiliates in litigation, arbitration, or mediation in connection therewith. Endexx, Acquisition Sub, and Hyla each consents, on its own behalf and on behalf of its Affiliates, to the continued representation of Endexx and Acquisition Sub, and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors initiation of representation of Hyla and the Sellers its Affiliates by Cxxxx Hxxx PLC other than in matters related to connection with this Agreement, the Company Ancillary Agreements Acquisition and the other transactions contemplated hereby, notwithstanding the fact that Cxxxx Hill PLC may have represented, and may currently or in the Seller Ancillary Agreementsfuture represent, including Endexx, Acquisition Sub, and Hyla and/or any of their respective Affiliates with respect to unrelated matters and notwithstanding anything to the contrary in respect of any indemnification claims pursuant to this Agreementother agreement. The Company In addition, Endexx and Hyla each hereby acknowledges that it has had an opportunity to ask for its consent and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representationwaiver under this Section 6.6 is voluntary and informed, and it hereby waives any conflict arising out that Endexx, Acquisition Sub, the Seller, and Hyla have each obtained independent legal advice with respect to this consent and waiver. Endexx, Acquisition Sub, the Seller, and Hxxx each agree that Cxxxx Hxxx PLC is an express third-party beneficiary of such future representationthis Section 6.5.

Waiver of Conflicts; Attorney-Client Privilege. Communications between Each of the Seller GuarantorsPurchaser and the Company hereby agrees, on its own behalf and on behalf of its respective Subsidiaries and other Affiliates, and each of their respective successors and assigns (collectively, the “Waiving Parties”), that Winston & Sxxxxx LLP (“Winston”) and/or Lxxxx Lord LLP (“Lxxxx”) (or any successor of either of the foregoing) may represent the Sellers, the Company Seller Representative and their legal counselany director, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxxmanager, LLPmember, partner, officer, employee or Affiliate of any of the foregoing (collectively, the “Seller Group”) in the event that any member of the Seller Group so requests, in each case in connection with respect any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements agreements or instruments to be entered into in connection with this Agreement or the transactions contemplated hereby or thereby will become (the property “Waived Subject Matter”) notwithstanding any representation of any of the Acquired Companies by Winston or Lxxxx prior to the Closing. Each of the Purchaser and the Company on behalf of itself and the Waiving Parties hereby consents to any representation of the Seller Guarantors and the Sellers following Group after the Closing with respect to the Waived Subject Matter and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. The Waiving Parties acknowledge that the terms of this Section 14.15 shall be disclosed effective whether or not Winston or Lxxxx provides legal services to Acquiror or any Acquired Company after the Company (following Closing Date. Each of the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or Purchaser and the Company (following the Closing)Company, on one hand, behalf of itself and the SellersWaiving Parties, hereby irrevocably acknowledges and agrees that all communications between or among the Seller Group and their counsel, including Winston and Lxxxx, made prior to the Closing Date in connection with the Waived Subject Matter (collectively, the “Pre-Closing Communications”) are privileged communications between or among the Seller Group and such counsel and neither any Waiving Party, nor any Person purporting to act on the other hand, without the consent behalf of or through any of the Seller Guarantors and the Sellers; provided thatWaiving Parties, in the event (i) will seek to obtain any copies of any dispute between Acquiror, the Company Pre-Closing Communications by any process or (following the Closingii) or will assert any of their respective Subsidiaries, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert the attorney-client privilege with respect to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third partyany Pre-Closing Communications. Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.[Signature Page Follows]

Waiver of Conflicts; Attorney-Client Privilege. Communications between (a) Buyer, on its own behalf and on behalf of its directors, members, managers, partners, officers, employees, stockholders, optionholders, direct and indirect owners, and Affiliates (collectively, “Buyer Parties”), (i) waives and will not assert, and will cause each of its Subsidiaries (including, after the Seller GuarantorsEffective Time, the SellersSurviving Entity and its Subsidiaries) to waive and not assert, any conflict of interest relating to the Company and their legal counsel, Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx representation by Xxxx Xxxxxxxx & Xxxxxxxxx, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property LLP (“Law Firm”) of any member of the Seller Guarantors and the Sellers following Group after the Closing in any matter involving the Transaction (including any litigation, arbitration, mediation, or other proceeding), and (ii) consents to, and will not be disclosed cause each of its Subsidiaries (including, after the Effective Time, the Surviving Entity and its Subsidiaries) to Acquiror or consent to, any such representation, even though in each case (A) the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent interests of such member of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between AcquirorGroup may be directly adverse to a Buyer Party, the Company, or any of their Subsidiaries, (B) Law Firm may have represented the Company or its Subsidiaries in a substantially related matter and/or (following C) Law Firm may be handling other ongoing matters for the Closing) Company, or any of their respective Subsidiaries. (b) Buyer agrees that, after the Effective Time, neither Buyer, the Surviving Entity, nor any of their respective Subsidiaries or Affiliates will have any right to access or control any of the records of Law Firm relating to the Transactions, which will be the property of (and be controlled by) the Sellers Representative. In addition, Buyer agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Surviving Entity and its Subsidiaries. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after the Effective Time, the Surviving Entity and its Subsidiaries) not to, except as may be required under applicable Law, use any Attorney-Client Communication remaining in the records of the Surviving Entity or any of its Subsidiaries after the Effective Time in a manner that may be adverse to any member of the Seller Group. (c) Buyer agrees, on its own behalf and on behalf of its Subsidiaries and Affiliates (including, after the Effective Time, the Surviving Entity and its Subsidiaries), that from and after the Effective Time (i) the attorney-client privilege and the expectation of client confidence as to all Attorney-Client Communications belongs to the Company Stockholders and will not pass to or be claimed by Buyer, the Surviving Entity, or any of their respective Subsidiaries or Affiliates and (ii) the Sellers Representative will have the exclusive right to control, assert, or waive the attorney-client privilege and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after the Effective Time, the Surviving Entity and its Subsidiaries) not to, assert any attorney-client privilege or the expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a member of the Seller Group. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates (including any Acquired Company), on the one hand, and a third party any Person (other than a party to this Agreementany member of the Seller Group or any Government Entity), on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company Buyer and their respective its Affiliates (including any Acquired Company) may assert the attorney-client privilege or the expectation of client confidence to prevent disclosure of confidential communications by legal counselto such Person; provided, however, that neither Buyer nor any of its Affiliates (including any Acquired Company) may waive such privilege without the prior written consent of the Sellers Representative. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Subsidiaries and Affiliates (including, after the Effective Time, the CompanySurviving Entity and its Subsidiaries), that in the event of a dispute between any member of the Seller Guarantors and Group, on the Sellers to such third party. Notwithstanding that the Seller Guarantorsone hand, the Sellers and the Company have been represented by legal counsel in or any of its Subsidiaries, on the preparationother hand, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of or relating to any matter in which Law Firm jointly represented both parties, none of the attorney-client privilege, the expectation of client confidence, or any right to any right to any other evidentiary privilege will protect from disclosure to such future member of the Seller Group any information or documents developed or shared during the course of Law Firm’s joint representation.