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

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Unless agreed otherwise in writing by the Equityholders’ Representative in connection with any matter, Parent and Purchaser waives and will not assert, and agrees to cause the Company and its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent the Company Stockholders, Equity Award Holders or any of its Affiliates, or any shareholderformer member, officer, employee or director of Seller Parent the Company or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this AgreementAgreement or the other Transaction Agreements, including any Legal Proceeding between or among Parent or its Affiliates (including the Ancillary Agreements Final Surviving Company) and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxx LLP (“Designated Counsel”) currently representing the Company or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx of its Subsidiaries (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates, the Company or any of its Subsidiaries. (b) Seller Parent waives It is the intention of the parties hereto that, from and will after the Closing, unless otherwise agreed in writing by the Equityholders’ Representative, all rights to any attorney-client privilege applicable to communications involving Designated Counsel in connection with the Current Representation (whether or not assertsuch legal counsel also represented any of the Designated Persons) shall be retained solely by such Designated Person; provided that the acknowledgement of retention in this subsection shall not extend to any communication not involving the Current Representation. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and agrees to cause the Company and its Affiliates to waive Subsidiaries shall not be holders thereof and not assert, any conflict of interest arising out of or relating (ii) to the representation, after extent that files of Designated Counsel currently representing the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Company or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person its Subsidiaries in connection with this Agreementthe Current Representation (whether or not such legal counsel also represented any of the Designated Persons) constitute property of a client, only the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP Designated Persons and Xxxxxxxxx and May (any their respective Affiliates shall hold such representation, the “Purchaser Current Representation”)property rights. (c) Each Parent agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries Company and their its Subsidiaries), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesany Designated Person, on the one hand, and a third party other than the Sellers Company or their Affiliatesany of its Subsidiaries, on the other hand, Sellers shall not disclose arising out of or relating to any matter in which Designated Counsel in connection with the Current Representation jointly represented both (i) such Designated Person and (ii) the Company or any of its Subsidiaries, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Designated Counsel in connection with the Current Representation to such Designated Person of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller In the event that any third party shall seek to obtain from Parent waives and will not assertor its Affiliates (including, and agrees to cause after the Closing, the Company or any of its Affiliates, to waive and not assert, any Subsidiaries) attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser communications involving Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including Counsel in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all then Parent shall notify the Equityholders’ Representative of which shall be and remain the property such application sufficiently in advance of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process hearing on the grounds that application to permit the privilege and protection attaching applicable Designated Person to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, participate in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Seller Post-Closing Representation”)) of Seller, of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee employee, director or director other Representative of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent Purchaser waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), the Transferred Entities) (including in respect of any claim for indemnification hereunder by a any Purchaser Indemnified Party or a Purchaser Parent Indemnified Party), it being the intention of the Parties 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 the Sellers and their Affiliates Seller and that the SellersSeller and its Affiliates, and not Purchaser Parentor its Affiliates (including, Purchaser or their Affiliates or following the Conveyed Subsidiaries and their SubsidiariesClosing, the Transferred Entities), shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parentor any of its Affiliates (including, Purchaser or their Affiliatesfollowing the Closing, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and its Affiliates and not of Purchaser Parentor its Affiliates (including, Purchaser or their Affiliatesfollowing the Closing, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities), or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, any of its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, any of its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the SellersTransferred Entities). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities), on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any or its Affiliates may seek to prevent the disclosure of such Purchaser Privileged Communications attorney-client privileged communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser the Company each waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxx, LiptonWeiss, Xxxxx Rifkind, Xxxxxxx & Xxxx Xxxxxxxx LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent Purchaser and the Company each waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebySubsidiaries, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingSubsidiaries, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their Affiliates its Subsidiaries or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their Affiliates, including, following the Closingits Subsidiaries, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliatesand, including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, shall cause each Acquired Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee or director of Seller Parent or any of its Affiliates Acquired Company (any such Person, a “Seller Designated Person”) in any matter involving this AgreementAgreement or any other agreements or transactions contemplated hereby, including any action, suit or other proceeding between or among Buyer or any of its Affiliates (including any Acquired Company), on the Ancillary Agreements one hand, and any Designated Person, on the other hand, by any legal counsel currently representing any Acquired Company in connection with this Agreement or any other agreements or transactions contemplated hereby (whether or therebynot such legal counsel also represented Parent) (the “Current Representation”), by even though the interests of such Designated Person may be directly adverse to Buyer or such Affiliate. (b) It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between any legal counsel currently representing any Seller Designated Person Acquired Company in connection with the Current Representation (whether or not such legal counsel also represented Parent) shall be retained solely by Parent (and not any Acquired Company); provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby; provided further, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, that in the “Seller Current Representation”). (b) Seller event of a dispute between Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their its Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser and a third party (other than Buyer or any of their its Affiliates), Parent and its Affiliates shall not waive such privilege without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Accordingly, no Acquired Company shall have access to any such Personcommunications, a “Purchaser Designated Person”or to the files of any legal counsel currently representing such Acquired Company (whether or not such legal counsel also represented Parent) in any matter involving this Agreementconnection with the Current Representation, from and after the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebyClosing. Without limiting the generality of the foregoing, by upon and after the Closing, (i) Parent and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and no Acquired Company shall be the holder thereof, and (ii) to the extent that files of any legal counsel currently representing any Purchaser Designated Person Acquired Company in connection with this Agreementthe Current Representation (whether or not such legal counsel also represented Parent) constitute property of a client, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP only Parent and Xxxxxxxxx and May (any its Affiliates shall hold such representation, the “Purchaser Current Representation”)property rights. (c) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Companies), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect any of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliatesany Acquired Company, on the other hand, Purchaser arising out of or relating to any matter in which any legal counsel currently representing any Acquired Company in connection with the Current Representation jointly represented both Parent shall not disclose and such Acquired Company, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by any legal counsel currently representing an Acquired Company in connection with the Current Representation to Parent or any of its Affiliates of any information or documents developed or shared during the course of any such Purchaser Privileged Communications to such joint representation. (d) In the event that any third party without shall seek to obtain from Buyer or its Affiliates (including, after the prior written consent Closing, the Acquired Companies) attorney-client communications involving any legal counsel currently representing any Acquired Company in connection with the Current Representation, then Buyer shall notify Parent of Seller such application sufficiently in advance of any hearing on the application to permit Parent unless required to do so by applicable Law or Governmental Orderparticipate in any such proceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser hereby waives and will not assert, and hereby agrees to cause its Affiliates, including, following Affiliates (including the Closing, the Conveyed Subsidiaries and their Subsidiaries, NewCo Entities) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or Seller, any of its Affiliates, Affiliates or any shareholder, officer, member, manager, employee or director of any Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Transactions, any other Transaction Document or any other agreements or transactions contemplated hereby or thereby, by the Persons listed on Section 10.13(a) of the Seller Disclosure Schedules (each, a “Current Representation”). The Parties agree that, in the event that a dispute arises after the Closing between any legal counsel currently representing Designated Person, on the one hand, and any Seller Designated Person in connection with of Purchaser and its Affiliates (including the NewCo Entities), on the other hand, solely arising out of or relating to this Agreement, the Ancillary Agreements Transactions, the other Transaction Documents or the transactions contemplated thereby (a “Post-Closing Matter”), a Current Representation may represent such Designated Person in such Post-Closing Matter even though the interests of such Designated Person may be directly adverse to Purchaser or its Affiliates (including the NewCo Entities), except in any case in which (x) such Current Representation has represented the NewCo Entities or their respective Affiliates in a matter substantially related to such dispute or (y) at the time of the commencement of such representation, such Current Representation is representing any of Purchaser, the NewCo Entities or their respective Affiliates. (b) Purchaser hereby agrees, on behalf of itself and its Affiliates (including the NewCo Entities) that, in connection with a Post-Closing Matter, all communications among any Designated Person, on the one hand, and their internal or external counsel, including any Current Representation, on the other hand, that relate in any way to this Agreement, the Transactions, any other Transaction Document or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby shall be deemed attorney-client privileged communications (any such representationcollectively, the “Privileged Communications”) and the attorney-client privilege and the expectation of client 105 confidence belongs to Xxxxxx and may be controlled by Seller Current Representation”). (b) Seller Parent waives and will not assertand, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating notwithstanding anything to the representationcontrary contained in this Agreement, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent shall not pass to or be claimed by Purchaser or any of their its Affiliates (including the NewCo Entities). The Privileged Communications are (and upon the Closing shall remain) the property of Seller, and from and after the Closing, none of Purchaser, any of its Affiliates (including the NewCo Entities) or any shareholder, officer, employee Person purporting to act on behalf of or director of Purchaser Parent, through Purchaser or any of their its Affiliates (any including the NewCo Entities) will seek to access, use or obtain such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, communications or the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, files from the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each , whether by seeking a waiver of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect through other means. As to any communication between such Privileged Communications made prior to the Closing Date, Purchaser, together with its Affiliates (including the NewCo Entities), successors and assigns, further agrees that no such party may access, use or rely on any legal counsel and of the Privileged Communications in any Proceeding against or involving any of the parties after the Closing. The Privileged Communications may be used by Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the SellersMatter. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following any of its Affiliates (including the Closing, the Conveyed Subsidiaries and their SubsidiariesNewCo Entities), on the one hand, and a third party any other Person or Persons (other than the Sellers a party to this Agreement or their any of its respective Affiliates), on the other hand, Sellers shall not disclose any such Seller after the Closing, Purchaser or its Affiliate (including the NewCo Entities) may assert the attorney-client privilege to prevent disclosure of the Privileged Communications to such third party Person or Persons; provided, however, that none of Purchaser or any of its Affiliates (including the NewCo Entities) may waive such privilege without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderSeller. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel currently representing Seller or any of its Affiliates and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including Representation in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Subsidiaries); provided, that the foregoing waiver and their Subsidiariesacknowledgement of retention shall not extend to any communication not involving this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or to communications with any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or Designated Persons and their Affiliatesadvisers; provided, on further, that the other hand, Sellers foregoing waiver shall not disclose apply to Buyer’s ability to assert privilege vis-a-vis any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order(other than Seller and its Affiliates). (dc) Seller Parent waives and will not assertBuyer agree to take, and agrees to cause its Affiliates, their respective Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 6.07.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Seller Post-Closing Representation”)) of Seller, of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee employee, director or director other Representative of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby, by any legal counsel currently representing Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby, including Wachtell, Lipton, Xxxxx King & Xxxx Spalding LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent Purchaser waives and will shall not assert, and agrees to cause its Affiliates (including, following the Closing, the Transferred Entities) to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-attorney- client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during as part of the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), the Transferred Entities) (including in respect of any claim for indemnification hereunder by a any Purchaser Indemnified Party or a Purchaser Parent Indemnified Party), it being the intention of the Parties 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 the Sellers and their Affiliates Seller and that the SellersSeller and its Affiliates, and not Purchaser Parentor its Affiliates (including, Purchaser or their Affiliates or following the Conveyed Subsidiaries and their SubsidiariesClosing, the Transferred Entities), shall have the sole right to decide whether or not to waive any such attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parentor any of its Affiliates (including, Purchaser or their Affiliatesfollowing the Closing, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and its Affiliates and not of Purchaser Parentor its Affiliates (including, Purchaser or their Affiliatesfollowing the Closing, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities), or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, any of its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, any of its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the SellersTransferred Entities). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities), on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any or its Affiliates may seek to prevent the disclosure of such Purchaser Privileged Communications attorney-client privileged communications to such third party without party, and subject to the prior written consent approval of its counsel, Seller Parent unless required shall, and shall cause its Affiliates to, reasonably cooperate with Purchaser (including asserting any such privilege if requested by Purchaser) with respect to do so by applicable Law or Governmental Orderany such Action.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of The Purchaser Parent and Purchaser waives Parties waive and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Seller or any of their Affiliates its Affiliates, or any shareholder, officer, employee or director of Purchaser Parent, Purchaser Seller or any of their its Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx Wachtxxx, Xxxton, Rosen & Xxxxx LLP and Xxxxxxxxx and May Xxtz (any xxx such representation, the “Purchaser Current Representation”). (cb) Each of The Purchaser Parent and Purchaser waives Parties waive and will not assert, and agrees agree to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Parties or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries)Affiliates, including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not the Purchaser Parent, Purchaser Parties or their Affiliates or the Conveyed Subsidiaries and their SubsidiariesAffiliates, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Affiliates shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser Parent, Purchaser Parties or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser Seller or their its Affiliates, on the other hand, the Purchaser Parent shall not disclose any such Purchaser Parties or their Affiliates may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Purchased Company or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Companies and their Subsidiaries, may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Companies and their Subsidiaries, any Subsidiary to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Sellers or any shareholder, officer, employee or director of Seller Parent any Company or any of its Affiliates Subsidiary (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebythereby by Dxxxx Xxxx & Wxxxxxxx LLP, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Bxxxx & Xxxx MxXxxxxx LLP and Kxxxxxxx & Exxxx LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will not assert, and agrees to cause its Affiliates the Companies and any Subsidiary to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during and relating to the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingBuyer, and following the Closing, any Conveyed Subsidiary with the Companies or any of their the Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and Sellers; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access extend to any such communications communication not involving this Agreement or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser any other agreements or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariestransactions contemplated hereby, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following communications with any Person other than the Closing, the Conveyed Subsidiaries Designated Persons and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellersadvisers. Notwithstanding the foregoing, in no event shall the event that a dispute arises between Purchaser Parent, Purchaser rights of any Company or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection Subsidiary with respect to confidentiality or privilege that may be owed to it by any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties that all such rights to such attorney-client be waived and other applicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be are hereby retained by Purchaser Parent each Company and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental OrderSubsidiary.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will agrees not to assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will agrees not to assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchased Subsidiary, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagementcommunications with any Person other than the Designated Persons and their advisers. (c) Buyer, on behalf of itself and none of Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries) agrees that no communications (including email or other written communications) subject to attorney-client privilege in connection with the Current Representation shall be subject to disclosure, directly or indirectly, to Buyer or any Person acting on behalf of Buyer, and the Purchased Subsidiaries shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and expectation of client confidence with respect to all such communications, and all books and records and other documents of the Purchased Company or purporting to act on their behalf shall seek to obtain the Purchased Subsidiaries containing any such advice, communication or other materials, and the same shall be controlled by any process on the grounds that the privilege Seller and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does shall not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one handbe claimed by, and a third party other than the Sellers no copies shall be retained by, Buyer or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderPurchased Subsidiary. (d) Seller Parent waives and will not assert, and agrees Nothing in this Section is intended to cause its Affiliates, or shall be deemed to waive and not assert, operate as a waiver of any attorney-client or other applicable legal privilege or protection with respect that could be asserted to prevent disclosure of any confidential communication between by any legal counsel and currently representing Seller or any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or of its Affiliates, including in respect of any claim for indemnification hereunder by a Purchased Subsidiary. (e) Seller Parent Indemnified Partyand Buyer agree to take, it being the intention of the Parties 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 Purchaser Parent and its cause their respective Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis ‎‎Section 7.06.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its AffiliatesSeller, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Company (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements Transaction Agreement or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause litigation or other dispute proceeding between or among Buyer or its Affiliates to waive and not assertAffiliates, any conflict of interest arising out of or relating to the representationCompany and any Designated Person, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser by Xxxxx Xxxx & Xxxxxxxx LLP or any of their Affiliates or other legal counsel currently representing any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) Company in any matter involving connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby (whether or thereby, by any not such legal counsel currently representing any Purchaser also represented Seller) (such counsel, the “Designated Counsel” and such representation, the “Current Representation”), even though the interests of such Designated Person in connection with may be directly adverse to Buyer or its Affiliates or any Company. (b) It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between any Designated Counsel (the “Attorney-Client Privilege”) shall be retained (or assigned to Seller to the extent necessary) and controlled solely by Seller (and not any such Company); provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby. Accordingly, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (the Companies shall not have access to any such representationcommunications, or to the files of any Designated Counsel in connection with the Current Representation, from and after the Closing. The Attorney-Client Privilege shall survive the Closing and shall remain in effect. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that the Attorney-Client Privilege survives Closing and remains in effect and be assigned to (to the extent necessary) and controlled by Seller. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the Attorney-Client Privilege with respect to the Current Representation, and the Companies shall not be holders thereof, (ii) to the extent that files of any Designated Counsel constitute property of a client, only Seller and its Affiliates shall hold such property rights and (iii) with respect to any privileged attorney-client communications (the “Privileged Communications”) between any Designated Counsel prior to the Closing Date, Buyer and the Companies, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties hereto after the Closing. For the avoidance of doubt, the “Purchaser Current Representation”)Companies are not waiving any Attorney-Client Privilege (including relating to the negotiation, documentation and consummation of this Agreement, the Transaction Agreements and the transaction contemplated hereby and thereby) in connection with any third party litigation. (c) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, solely in the event that of a dispute arises between Purchaser Parent, Purchaser Seller or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of Seller, on the one hand, and a third party other than the Sellers or their Affiliatesany Company, on the other hand, Sellers shall not disclose arising out of or relating to this Agreement or the Transaction Agreements or the transactions contemplated hereby and thereby in which any Designated Counsel jointly represented both (i) Seller and (ii) any Company, if applicable, neither the Attorney-Client Privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by such Designated Counsel to Seller or an Affiliate of Seller of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, In the event that any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf third party shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent from Buyer or its Affiliates or Purchaser or its Subsidiaries or does not belong to (including, after the Purchaser Parent. Notwithstanding the foregoingClosing, any Company) attorney-client communications involving any Designated Counsel, then Buyer shall notify Seller of such application sufficiently in the event that a dispute arises between Seller Parent or its Affiliates, advance of any hearing on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose application to permit Seller to participate in any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by Xxxxx Xxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP or any other legal counsel (“Designated Counsel”) currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel Designated Counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchased Subsidiary, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following communications with any Person other than the Closing, the Conveyed Subsidiaries Designated Persons and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellersadvisors. Notwithstanding the foregoing, the Buyer and its Affiliates may access, review, use or rely on any Privileged Communications in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent Buyer or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser Seller or their its Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser and Buyer or its Affiliates, may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent and request that Seller not permit such disclosure, and Seller shall use commercially reasonable efforts to comply with such request. (c) Nothing in this Section is intended to or shall be deemed to operate as a waiver of Seller Parent unless required any applicable privilege or protection that could be asserted to do so prevent disclosure of any confidential communication by applicable Law or Governmental Orderany Designated Counsel.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause the Surviving Company and its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent the Equityholders or any of its Affiliates, or any shareholderformer member, officer, employee or director of Seller Parent the Company or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including any litigation or other dispute proceeding between or among Parent or its Affiliates, the Surviving Company or any of its Subsidiaries, and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP, even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates, the Surviving Company or any legal counsel currently representing of its Subsidiaries. (b) It is the intention of the parties hereto that all rights to any Seller attorney-client privilege applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP and any Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”)) shall be retained solely by such Designated Person; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving the Current Representation or to communications with any Person other than Xxxxx Xxxx & Xxxxxxxx LLP. Accordingly, the Surviving Company and its Subsidiaries shall not have access to any attorney-client privileged communications between Xxxxx Xxxx & Xxxxxxxx LLP and any Designated Person concerning the Current Representation, or to the files of Xxxxx Xxxx & Xxxxxxxx LLP relating to the Current Representation, from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Equityholders and their Affiliates shall be the sole holders of the attorney-client privilege with respect to communications between Xxxxx Xxxx & Xxxxxxxx LLP and any Designated Person concerning the Current Representation, and the Surviving Company and its Subsidiaries shall not be holders thereof and (ii) to the extent that files of Xxxxx Xxxx & Xxxxxxxx LLP constitute property of a client, only the Equityholders and their Affiliates shall hold such property rights. (bc) Seller Parent waives agrees, on its own behalf and will not asserton behalf of each of its Affiliates (including, after the Closing, the Surviving Company and its Subsidiaries), that in the event of a dispute between any Equityholder or an Affiliate of any Equityholder, on the one hand, and agrees to cause the Surviving Company or any of its Affiliates to waive and not assertSubsidiaries, any conflict of interest on the other hand, arising out of or relating to any matter in connection with the representation, after Current Representations in which Xxxxx Xxxx & Xxxxxxxx LLP jointly represented both (i) such Equityholder or Affiliate and (ii) the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Company or any of their Affiliates its Subsidiaries, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any shareholder, officer, employee work product doctrine will protect against or director prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP to such Equityholder or Affiliate of Purchaser Parent, Purchaser any information or any documents developed or shared during the course of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such joint representation, the “Purchaser Current Representation”). (cd) Each of Purchaser In the event that any third party shall seek to obtain from Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Surviving Company or any Person acting or purporting of its Subsidiaries) attorney-client communications involving Xxxxx Xxxx & Xxxxxxxx LLP in connection with the Current Representation, then Parent shall, to act on their behalf shall seek the extent permitted by Applicable Law, use reasonable best efforts to obtain notify the same by Equityholders’ Representative of such application sufficiently in advance of any process hearing on the grounds that application to permit the privilege and protection attaching applicable Equityholder to participate in any such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. proceedings. (e) Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser Parent or their Affiliates, any of its Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Surviving Company or any of its Subsidiaries, on the one hand, ) and a third Person who is neither (i) a party other than to this Agreement nor (ii) an Equityholder or any Affiliate of any Equityholder (such Person, a “Third Party”), then, after the Sellers or their AffiliatesClosing, on the other handno Equityholder nor any Affiliate of such Equityholder shall, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assertParent, and agrees to cause its Affiliates, to waive and not assert, any the attorney-client privilege, or other applicable legal privilege or protection with respect to any communication otherwise permit the disclosure of confidential information between any legal counsel and any Purchaser Designated Person occurring during and Xxxxx Xxxx & Xxxxxxxx LLP to such Third Party or permit the Purchaser Current Representation (the “Purchaser Privileged Communications”) or use thereof by Xxxxx Xxxx & Xxxxxxxx LLP in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect representation of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties that all Third Party in 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderdispute.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser the or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or the transactions contemplated hereby or therebyhereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this AgreementLucosky Bxxxxxxx LLP, the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebySxxxx Xxxxx, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May Esq. (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and to not assert, any attorney-client or other applicable legal privilege or protection solely to the extent inherited as a result of the transactions contemplated by this Agreement with respect to any communication between any legal counsel and any Seller Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Seller Current Representation (prior to the “Seller Privileged Communications”) or Closing Date in connection with any Seller Post-Post- Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Buyer or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partyits Affiliates, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent Seller. (c) The attorney-client privilege, attorney work-product protection and its Affiliates (other than Purchaser) expectation of client confidence arising from the transactions contemplated hereby prior to the Closing Date, and that Purchaser Parentall information and documents covered by such privilege or protection, will belong to and be controlled by Seller and may be waived only by Seller, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagementBuyer, and none of Seller Parent will not pass to or its Affiliates be claimed or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same used by any process on the grounds Buyer; provided, that Buyer may assert the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and against a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderparty.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Purchased Company or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Companies and their Subsidiaries, may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, assert any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its Affiliates, Sellers or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Sellers (any such Person, a “Seller Designated Person”) in any matter matter, including any litigation or other dispute proceeding between or among Buyer or any of its Affiliates and any Designated Person involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, thereby by any legal counsel currently representing any Seller Designated Person of Sellers and the Company Entities in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates. (b) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between any legal counsel currently representing any of Sellers and will the Company Entities in connection with the Current Representation (whether or not assert, and agrees to cause its Affiliates to waive such legal counsel also represented a Seller) shall be retained solely by Sellers (and not assert, the Company Entities); provided that the foregoing waiver and acknowledgement of retention shall not extend to any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby. Accordingly, none of the Company Entities shall have access to any such communications, or thereby, by to the files of any legal counsel currently representing any Purchaser Designated Person Company Entity (whether or not such legal counsel also represented a Seller) in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”), from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (i) each Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and none of the Company Entities shall be holders thereof, (ii) to the extent that files of any legal counsel currently representing any Company Entity in connection with the Current Representation (whether or not such legal counsel also represented a Seller) constitute property of a client, only the Seller and its Affiliates shall hold such property rights. (c) Each Bxxxx agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause each of its Affiliates, including, following that in the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication event of a dispute between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its respective Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliatesany Company Entity, on the other hand, Purchaser Parent shall not disclose arising out of or relating to any matter in which any legal counsel currently representing any Company Entity in connection with the Current Representation jointly represented (i) any Seller and (ii) any Company Entity, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by any legal counsel currently representing any Company Entity in connection with the Current Representation to such Seller or its Affiliates of any information or documents developed or shared during the course of any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderjoint representation.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, the other members of the Purchaser Group (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of any Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Party (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Bankruptcy Cases or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements Bankruptcy Cases or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx Xxxxx, LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, the other members of the Purchaser Group (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between or among any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or any other member of the Purchaser or its Affiliates Group (including, following the Closing, any Conveyed Subsidiary or any of their SubsidiariesCompany), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates applicable Seller Party and that the SellersSeller Parties (including the Companies), and not Purchaser Parent, or any other member of the Purchaser or their Affiliates Group or the Conveyed Subsidiaries and their SubsidiariesCompanies, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parentor any other member of the Purchaser Group (including, Purchaser or their Affiliatesfollowing the Closing, including the Conveyed Subsidiaries and their SubsidiariesCompanies), shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of Seller and the Sellers other Seller Parties, as applicable, and not of Purchaser Parent, or any of the other members of the Purchaser or their Affiliates, Group (including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagementCompanies), and none of Purchaser Parent, or any other members of the Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Group or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, or any other member of the Purchaser or their Affiliates, Group (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), or does not belong to any Seller Party (including the SellersCompanies). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, or any other member of the Purchaser or their Affiliates, Group (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such or the other member(s) of the Purchaser Group (including, following the Closing, the Companies), may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that such Seller Parent unless required Party not permit such disclosure, and Seller shall cause such Seller Party to do so by applicable Law or Governmental Orderconsider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingSubsidiaries, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their Affiliates its Subsidiaries or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their Affiliates, including, following the Closingits Subsidiaries, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute an Action arises between Purchaser Parent, Purchaser or their Affiliates, including, following involving the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, on the one hand, and a third party (other than any member of the Sellers or their Affiliates, Parent Group) on the other hand, Sellers shall not disclose any such Seller Privileged Communications the Transferred Entities may assert the attorney-client privilege to prevent the disclosure of the privileged materials to such third party or Governmental Body; provided that none of the Transferred Entities may waive such privilege without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderParent. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent Aspen and Purchaser waives Newco each waive and will not assert, and agrees agree to cause the Surviving Corporation and its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent Emerson or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreementthe Transaction Documents or the Transactions, including any Action between or among Newco or its Affiliates (including the Ancillary Agreements Surviving Corporation) and any Designated Person, by Dxxxx Xxxx & Wxxxxxxx LLP, Bxxxx XxXxxxxx LLP or any other agreements or transactions contemplated hereby or thereby, by any legal counsel (collectively, the “Designated Counsel”) currently representing Emerson or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx the Transactions (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Newco or its Affiliates (including the Surviving Corporation). (b) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege of Emerson or any of its Affiliates (including Newco and Merger Subsidiary) applicable to communications between a Designated Counsel shall be retained solely by Emerson and its Affiliates (other than Newco, the Surviving Corporation and their respective Subsidiaries). Accordingly, Newco, the Surviving Corporation and their respective Subsidiaries shall not have access to any such communications, or to the files of any Designated Counsel in connection with the Current Representation, from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (i) Emerson and its Affiliates (other than Newco, the Surviving Corporation and their respective Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and Newco, the Surviving Corporation and their respective Subsidiaries shall not be holders thereof (and cannot waive and shall not purport to waive any such privilege), (ii) to the extent that files of any Designated Counsel constitute property of a client, only Emerson and its Affiliates (other than Newco, the Surviving Corporation and their respective Subsidiaries) shall hold such property rights and (iii) Newco will not assert, and agrees to cause the Surviving Corporation and its Subsidiaries not to assert, a waiver of any applicable attorney-client privilege over any documents for which Emerson and its Affiliates (other than Newco, the Surviving Corporation and their respective Subsidiaries) hold an attorney-client privilege with respect to waive the Current Representation. (c) Newco agrees, on its own behalf and not asserton behalf of each of its Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries), that in the event of a dispute between Emerson or any conflict of interest its Affiliates (other than Newco, the Surviving Corporation and their respective Subsidiaries), on the one hand, and Newco, the Surviving Corporation or any of their respective Subsidiaries, on the other hand, arising out of or relating to the representationCurrent Representation and in which a Designated Counsel jointly represented both (i) Emerson or such Affiliate and (ii) Newco or Merger Subsidiary, after if applicable, neither the Closing (attorney-client privilege, the “Purchaser Post-Closing Representation”)expectation of client confidence, of Purchaser Parent or Purchaser nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Designated Counsel of their Affiliates any information or any shareholder, officer, employee documents developed or director shared during the course of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such joint representation, the “Purchaser Current Representation”). (cd) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, includingIf, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, any third party shall seek to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser obtain from Newco or its Affiliates (including, following after the Closing, any Conveyed Subsidiary the Surviving Corporation or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive ) any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with the Current Representation involving a Designated Counsel, then, to the extent reasonably practicable and not prohibited by any Purchaser Post-Closing RepresentationGovernmental Authority, including Newco shall notify Emerson of such application sufficiently in connection with a dispute with Seller Parent or its Affiliates, including in respect advance of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being hearing on the intention of the Parties that all such rights application to such attorney-client and other applicable legal privilege or protection and permit Emerson to control such attorney-client and other applicable legal privilege or protection shall be retained by Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to participate in any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Companies, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such legal counsel, the “Legal Counsel,” and any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Companies, 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 Legal Counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged CommunicationsCommunication”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Company (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesTransferred Companies, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Companies shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Companies, or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Companies or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Companies or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent Purchaser, its Affiliates or its Affiliatesthe Transferred Companies, on the one hand, and a third party other than Purchaser Parent, Purchaser Parent or their its Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Purchaser, its Affiliates or the Transferred Companies may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of Seller and request that Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Parent shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to, and solely to the extent involving or relating to, this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchased Subsidiary, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided, that the Sellers, foregoing waiver and acknowledgment of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagementcommunications with any Person other than the Designated Persons and their advisors. (c) Buyer, on behalf of itself and none of Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries) agrees that no communications (including email or other written communications) subject to attorney-client privilege in connection with the Current Representation shall be subject to disclosure, directly or indirectly, to Buyer or any Person acting on behalf of Buyer, and the Purchased Subsidiaries shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and expectation of client confidence with respect to all such communications, and all books and records and other documents of the Purchased Subsidiaries containing any such advice, communication or purporting to act on their behalf shall seek to obtain other materials, and the same shall be controlled by any process on the grounds that the privilege Seller and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does shall not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one handbe claimed by, and a third party other than the Sellers no copies shall be retained by, Buyer or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderPurchased Subsidiary. (d) Seller Parent waives and will not assert, and agrees Nothing in this Section is intended to cause its Affiliates, or shall be deemed to waive and not assert, operate as a waiver of any attorney-client or other applicable legal privilege or protection with respect that could be asserted to prevent disclosure of any confidential communication between by any legal counsel and currently representing Seller or any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or of its Affiliates, including in respect of any claim for indemnification hereunder by a Purchased Subsidiary. (e) Seller Parent Indemnified Partyand Buyer agree to take, it being the intention of the Parties 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 Purchaser Parent and its cause their respective Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis ‎Section 7.06.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Purchased Company or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Companies and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Companies and their Subsidiaries, may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesQBT, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Seller, any of its Affiliates, Affiliates or any shareholderstockholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Xxxx & Xxxx Xxxxxxxx LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesQBT, 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser Buyer or its Affiliates (includingAffiliates, and following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), with QBT (including in respect of any claim for indemnification hereunder litigation by a Purchaser Indemnified Party Buyer or a Purchaser Parent Indemnified Partyits Affiliates), it being the intention of the Parties 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 the Sellers and their Affiliates Seller and that the SellersSeller, and not Purchaser ParentBuyer, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesQBT, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentBuyer, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, QBT shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser ParentBuyer, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesQBT, or to internal counsel relating to such engagement, and none of Purchaser ParentBuyer, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, QBT or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds process, with it being understood and agreed that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderSeller. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, from and following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller “ Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates in their capacities as such (any such Personeach, a “Seller Designated Person”) ), in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, from and following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and any Seller Designated Person (including with respect to any communication occurring at or prior to the Closing, the Business) occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Purchased Entity or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagementPurchased Entities, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Entities, may assert the attorney client privilege to prevent the disclosure of the Privileged Communications to such third party. (c) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP shall be an express third-party without the prior written consent beneficiary of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 10.14.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Rxxx and, after the Closing, JV NewCo, waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, respective Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Emerson Representation”), of Seller Parent Emerson or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent Emerson or any of its Affiliates (any such Person, a “Seller Designated Emerson Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by Dxxxx Xxxx & Wxxxxxxx LLP, Bxxxx XxXxxxxx LLP, vxx Xxxxxxx & Rxxxx, s.c. (“National Coordinating Counsel”) or any other legal counsel (collectively, “Designated Emerson Counsel”) currently representing Emerson or any Seller Designated Person of its Affiliates, including any Emerald Entity, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Emerson Representation”). (b) Seller Parent Ruby and, after the Closing, JV NewCo, waives and will shall not assert, and agrees to cause its their respective Affiliates to waive and not to assert, any attorney-client privilege with respect to any communication between any Designated Emerson Counsel and any Designated Emerson Person occurring during the Current Representation in connection with any Post-Closing Emerson Representation, including in connection with a dispute with Rxxx or any of its Affiliates, and following the Closing, with any Emerald Entity, 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 Emerson; provided, that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or to communications with any Person other than the Designated Emerson Persons and their advisors. (c) Emerson and each of the Retained Subsidiaries, waives and shall not assert, and agrees to cause their respective Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Ruby Representation”), of Purchaser Parent Ruby or Purchaser JV NewCo or any of their respective Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser Ruby or JV NewCo or any of their respective Affiliates (any such Person, a “Purchaser Designated Ruby Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, Hxxxxxx Xxxxx Xxxxxxxxx LLP or any other legal counsel (“Designated Ruby Counsel”) currently representing Ruby or any Purchaser Designated Person of its Affiliates, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May thereby (any such representation, the “Purchaser Current Ruby Representation”). (cd) Each Emerson and each of Purchaser Parent and Purchaser the Retained Subsidiaries, waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, respective Affiliates 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 Designated Rxxx Xxxxxxx and any Seller Designated Ruby Person occurring during the Seller Current Ruby Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Ruby Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingEmerson, following the Closing, any Conveyed Subsidiary Retained Subsidiaries or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partyrespective Affiliates, it being the intention of the Parties 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 the Sellers and their Affiliates and Rxxx; provided, that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following communications with any Person other than the Closing, the Conveyed Subsidiaries Designated Ruby Persons and their Subsidiaries, advisors. (e) Neither Emerson or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Retained Subsidiaries, on the one hand, and a third party other than nor any of the Sellers or their AffiliatesEmerald Entities, on the other hand, Sellers shall engage National Coordinating Counsel as representation in any conflict between such Persons relating to Asbestos Claims; provided, that the foregoing shall not disclose any such Seller Privileged Communications to such third party without apply to, or limit the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderwaiver set forth in, Section 5.08(a). (df) Seller Parent waives and will not assert, and agrees Nothing in this Section is intended to cause its Affiliates, or shall be deemed to waive and not assert, operate as a waiver of any attorney-client or other applicable legal privilege or protection with respect that could be asserted to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect prevent disclosure of any claim for indemnification hereunder confidential communication by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries Designated Exxxxxx Xxxxxxx or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental OrderDesignated Rxxx Xxxxxxx.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its AffiliatesSeller, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Company (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including any Action between or among Buyer or its Affiliates, any Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Seller Designated Person Company in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby (whether or thereby, including Wachtell, Lipton, Xxxxx & Xxxx not such legal counsel also represented Seller) (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or any Company. (b) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP and will any other legal counsel currently representing any Company in connection with the Current Representation (whether or not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing such legal counsel also represented Seller) (the “Purchaser PostAttorney-Closing RepresentationClient Privilege”), of Purchaser Parent ) shall be retained (or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates assigned to Seller to the extent necessary) and controlled solely by Seller (and not any such Person, a “Purchaser Designated Person”) in Company); provided that the foregoing waiver and acknowledgement of retention shall not extend to any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby. Accordingly, the Companies shall not have access to any such communications, or thereby, by to the files of Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Purchaser Designated Person Company (whether or not such legal counsel also represented Seller) in connection with this Agreementthe Current Representation, from and after the Ancillary Agreements Closing. The Attorney-Client Privilege shall survive the Closing and shall remain in effect. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that the Attorney-Client Privilege survives Closing and remains in effect and be assigned to (to the extent necessary) and controlled by Seller. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Companies shall not be holders thereof, (ii) to the extent that files of Xxxxx Xxxx & Xxxxxxxx LLP or any other agreements legal counsel currently representing any Company or transactions contemplated hereby any of its Subsidiaries in connection with the Current Representation (whether or therebynot such legal counsel also represented Seller) constitute property of a client, including only Seller and its Affiliates shall hold such property rights and (iii) with respect to any privileged attorney-client communications (the “Privileged Communications”) between Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx any other legal counsel currently representing any Company in connection with the Current Representation (whether or not such legal counsel also represented Seller) prior to the Closing Date, Buyer and May (the Companies, together with any of their respective Affiliates, successors or assigns, agree that no such representation, party may use or rely on any of the “Purchaser Current Representation”)Privileged Communications in any action or claim against or involving any of the parties hereto after the Closing. (c) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser Seller or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of Seller, on the one hand, and a third party other than the Sellers or their Affiliatesany Company, on the other hand, Sellers shall not disclose arising out of or relating to any matter in which Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Company or any of its Subsidiaries in connection with the Current Representation jointly represented both (i) Seller and (ii) any Company, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Company in connection with the Current Representation to Seller or an Affiliate of Seller of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, In the event that any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf third party shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent from Buyer or its Affiliates (including, after the Closing, any Company) attorney-client communications involving Xxxxx Xxxx & Xxxxxxxx LLP or Purchaser or its Subsidiaries or does not belong to any other legal counsel currently representing any Company in connection with the Purchaser Parent. Notwithstanding the foregoingCurrent Representation, then Buyer shall notify Seller of such application sufficiently in the event that a dispute arises between Seller Parent or its Affiliates, advance of any hearing on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose application to permit Seller to participate in any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent Parent, ASCO GP LLC and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Transferred Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any #88639600v31 shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Transferred Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Each of Parent, ASCO GP LLC and Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Transferred Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Parent, ASCO GP LLC, Buyer or Purchaser or its Affiliates (includingany of their Affiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyTransferred Subsidiary, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or communications with any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or Designated Persons and their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderadvisers. (dc) Each of Parent, ASCO GP LLC, Seller Parent waives and will not assertBuyer agree to take, and agrees to cause its Affiliates, their respective Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 7.07.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any conflict of interest arising out of or relating to the representation, representation after the Closing (the “Seller Post-Closing Representation”)) of Seller, of Seller Parent or any of its Affiliates, Affiliates or any shareholderequity holder, officer, employee employee, director or director other Representative of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby, by any legal counsel currently representing Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent Purchaser waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), the Transferred Entities) (including in respect of any claim for indemnification hereunder by a any Purchaser Indemnified Party or a Purchaser Parent Indemnified Party), it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller and its Affiliates, and not Purchaser Parentor its Affiliates (including, Purchaser or their Affiliates or following the Conveyed Subsidiaries and their SubsidiariesClosing, the Transferred Entities), shall have the sole right to decide in connection with any third party dispute whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities) or any Person acting or purporting to act on their behalf shall seek to obtain access to any such communications or to the same files of the Current Representation by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, any of its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the SellersTransferred Entities). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities), on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any or its Affiliates may seek to prevent the disclosure of such Purchaser Privileged Communications attorney-client privileged communications to such third party without the prior written and request that Seller not permit such disclosure, and Seller shall consent of Seller Parent to such request unless required to do so by applicable Law or Governmental Orderit reasonably believes it may be prejudiced thereby.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Companies, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or the Company Stockholder, NFP Seller, any of its Affiliates, Affiliates or any direct or indirect shareholder, officer, employee or director of NFP Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing NFP Seller or any Seller of its Affiliates or any other Designated Person in connection with this Agreement, the Ancillary Agreements Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx Skadden (any such representation, the “Seller Current Representation”). (b) Seller Parent waives Xxxxxx and Acquirer waive and will not assert, and agrees agree to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its respective Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Companies, 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Parent, Acquirer or Purchaser or its their respective Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiariesthe Acquired Companies), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates NFP Seller and that the SellersNFP Seller, and not Purchaser Parent, Purchaser Acquirer or their respective Affiliates or (including, following the Conveyed Subsidiaries and their SubsidiariesClosing, the Acquired Companies), shall have the sole right to decide whether or not to waive any such attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser Acquirer or their Affiliatesrespective Affiliates (including, including following the Conveyed Subsidiaries and their SubsidiariesClosing, the Acquired Companies), shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers NFP Seller and not of Purchaser Parent, Purchaser Acquirer or their Affiliatesrespective Affiliates (including, including following the Conveyed Subsidiaries and their SubsidiariesClosing, the Acquired Companies) or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser Acquirer or their Affiliates, respective Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Acquired Companies) or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser Acquirer or their Affiliates, respective Affiliates (including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the SellersAcquired Companies). Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser Acquirer or their Affiliates, respective Affiliates (including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Companies), on the one hand, and a third party other than the Sellers NFP Seller or their its Affiliates, on the other hand, Sellers shall not disclose any Parent, Acquirer or their respective Affiliates may assert the attorney-client privilege to prevent the disclosure of such Seller Privileged Communications attorney-client privileged communications to such third party without or the prior written consent of Purchaser unless required to do so use thereof by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or Skadden in connection with any Purchaser Post-Closing Representation, including the representation of a party in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderdispute.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Seller, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Seller and that the SellersSeller, and not Purchaser ParentPurchaser, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection; provided that any information specifically related to the Business that is covered by such privilege and any documents containing advice or communications subject thereto shall be kept confidential by Seller. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderSeller. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Unless agreed otherwise in writing by the Equityholders’ Representative in connection with any matter, Parent and Purchaser waives and will not assert, and agrees to cause the Company and its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent the Company Stockholders, Equity Award Holders or any of its Affiliates, or any shareholderformer member, officer, employee or director of Seller Parent the Company or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this AgreementAgreement or the other Transaction Agreements, including any Legal Proceeding between or among Parent or its Affiliates (including the Ancillary Agreements Surviving Company) and any Designated Person, by Xxxxxxx & Knight LLP (“Designated Counsel”) currently representing the Company or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection of its Subsidiaries with this Agreement, respect to the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx Transaction (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates, the Company or any of its Subsidiaries. (b) Seller Parent waives It is the intention of the parties hereto that, from and will after the Closing, unless otherwise agreed in writing by the Equityholders’ Representative, all rights to any attorney-client privilege applicable to communications involving Designated Counsel in connection with the Current Representation (whether or not assertsuch legal counsel also represented any of the Designated Persons) shall be retained solely by such Designated Person; provided that the acknowledgement of retention in this subsection shall not extend to any communication not involving the Current Representation. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Designated Persons shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and agrees to cause the Company and its Affiliates to waive Subsidiaries shall not be holders thereof and not assert, any conflict of interest arising out of or relating (ii) to the representation, after extent that files of Designated Counsel currently representing the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Company or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person its Subsidiaries in connection with this Agreementthe Current Representation (whether or not such legal counsel also represented any of the Designated Persons) constitute property of a client, only the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP Designated Persons and Xxxxxxxxx and May (any their respective Affiliates shall hold such representation, the “Purchaser Current Representation”)property rights. (c) Each Parent agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries Company and their its Subsidiaries), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesany Designated Person, on the one hand, and a third party other than the Sellers Company or their Affiliatesany of its Subsidiaries, on the other hand, Sellers shall not disclose arising out of or relating to any matter in which Designated Counsel in connection with the Current Representation jointly represented both (i) such Designated Person and (ii) the Company or any of its Subsidiaries, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Designated Counsel in connection with the Current Representation to such Designated Person of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller In the event that any third party shall seek to obtain from Parent waives and will not assertor its Affiliates (including, and agrees to cause after the Closing, the Company or any of its Affiliates, to waive and not assert, any Subsidiaries) attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser communications involving Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including Counsel in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all then Parent shall notify the Equityholders’ Representative of which shall be and remain the property such application sufficiently in advance of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process hearing on the grounds that application to permit the privilege and protection attaching applicable Designated Person to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, participate in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) It is acknowledged by each of the Parties, on behalf of itself and its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Seller retained Jxxxx Day and Bxxxx and Mxxxxx PLLC to act as their legal counsel in connection with the transactions contemplated hereby. Each Party hereby agrees that, in the event of Purchaser Parent any Dispute arising after the Closing relating to the negotiation, preparation, execution and Purchaser delivery of this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby (the “Current Representation”), Jxxxx Day or Bxxxx and Mxxxxx PLLC may represent Seller and its Affiliates and Subsidiaries (including their direct and indirect equityholders) (collectively, the “Seller Entities”) in such Dispute, even though the interests of the Seller Entities may be directly adverse to Buyer, the Company Group members or any of their respective Affiliates, and even though Jxxxx Day and Bxxxx and Mxxxxx PLLC may formerly have represented Buyer, the Company Group members or any of their respective Affiliates in a matter substantially related to such Dispute, or may be handling ongoing matters for Buyer, the Company Group members or any of their respective Affiliates. Buyer, on behalf of itself and its other Waiving Parties (including the Company Group following the Closing), hereby consents to and waives (and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, ) any conflict of interest or any claim or objection arising out of therefrom or relating thereto. (b) Buyer further agrees that all communications among Jxxxx Day, Bxxxx and Mxxxxx PLLC, Seller, the Company Group members, any of their respective Affiliates and Subsidiaries and the other Seller Entities that relate in any way to the representationRepresentation (including all of the client files and records in the possession of Jxxxx Day or Bxxxx and Mxxxxx PLLC related thereto) constitute attorney-client privileged communications between the Seller Entities and Jxxxx Day or Bxxxx and Mxxxxx PLLC, after as applicable, and the Closing (attorney-client privilege and the “expectation of client confidence belongs to the Seller Post-Closing Representation”), of Entities and may be controlled by the Seller Parent Entities and will not pass to or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent be claimed by Buyer or any of its Affiliates (any such Personincluding the Company Group members following the Closing and, a “Seller Designated Person”) in any matter involving this Agreementconnection therewith, the Ancillary Agreements or Company Group members are transferring any rights in respect thereof to Seller). From and after the Closing, Buyer, on behalf of itself and its other agreements or transactions contemplated hereby or therebyWaiving Parties (including the Company Group members following the Closing), by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, assert any attorney-client or other applicable legal privilege or protection with respect to any communication between among Jxxxx Day, Bxxxx and Mxxxxx PLLC, Seller, the Company Group members, any legal counsel of their respective Affiliates and any Subsidiaries and the other Seller Designated Person Entities occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing the Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that if a dispute Dispute arises between Purchaser Parent, Purchaser Buyer or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesany Company Group member, on the one hand, and a third party other than the Sellers or their Affiliatesparty, on the other hand, Sellers shall Buyer or such Company Group member may assert confidentiality protection or the attorney-client privilege with respect to all such communications to prevent the disclosure thereof; provided that Buyer or such Company Group member may not disclose any waive such Seller Privileged Communications to such third party privilege without the prior written consent of Purchaser unless required Seller. None of Buyer, the Company Group members or any of Buyer’s other Waiving Parties, or any Person purporting to do so by applicable Law act on behalf of or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assertthrough Buyer, any attorney-client Company Group member or any of Buyer’s other applicable legal privilege Waiving Parties, will access or protection with respect seek to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any obtain access to any such communications communications, or to the files of Jxxxx Day or Bxxxx and Mxxxxx PLLC relating to the Purchaser Current Representation. Neither Jxxxx Day nor Bxxxx and Mxxxxx PLLC will have any duty whatsoever to reveal or disclose any such attorney-client communications or files to any of Buyer, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries Company Group members or any Person acting of Buyer’s other Waiving Parties by reason of any attorney-client relationship between Jxxxx Day or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege Bxxxx and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its AffiliatesMxxxxx PLLC, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliatesthe Company Group members, on the other hand, Purchaser Parent shall not disclose or otherwise. 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 Company Group members. Accordingly, as to any such Purchaser Privileged Communications communications prior to the date hereof, Buyer, on behalf of itself and its other Waiving Parties (including the Company Group members following the Closing), further agrees that no such third party Person may use, rely on or access without the prior written consent of Seller Parent unless required any of such communications in a manner that may compromise the attorney-client privilege of such communications or otherwise be adverse to do so by applicable Law Seller or Governmental Orderany of its Affiliates.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will agrees not to assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including any Purchased Subsidiary, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will agrees not to assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Purchased Subsidiaries, ) to waive and to not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during to the Seller extent related to the Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchased Subsidiary, it being the intention of the Parties 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 Seller; provided, that the Sellers foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or to communications with any Person other than the Designated Persons and their advisers. (c) Buyer, on behalf of itself and its Affiliates and (including, after the Closing, the Purchased Subsidiaries) agrees that the Sellers, and not Purchaser Parent, Purchaser no communications (including email or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right other written communications) subject to decide whether or not to waive any attorney-client privilege in connection with the Current Representation shall be subject to disclosure, directly or indirectly, to Buyer or any Person acting on behalf of Buyer, and the Purchased Subsidiaries shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller the attorney-client privilege and expectation of client confidence with respect to all such communications, and all books and records and other documents of the Purchased Subsidiaries containing any such advice, communication or other applicable legal materials, and the same shall be controlled by Seller and shall not be claimed by, Buyer or any Purchased Subsidiary. Notwithstanding anything to the contrary in this Agreement, Xxxxx may assert the attorney-client privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access with respect to any such communications in any Action or other proceeding that is not adverse to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their of its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees Nothing in this Section 7.08(d) is intended to cause its Affiliates, or shall be deemed to waive and not assert, operate as a waiver of any attorney-client or other applicable legal privilege or protection with respect that could be asserted to prevent disclosure of any confidential communication between by any legal counsel and currently representing Seller or any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or of its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental OrderPurchased Subsidiary.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives Purchasers waive and will not assert, and agrees agree to cause its their Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or therebythereby (including matters in which the interests of Seller or any of its Affiliates may be directly adverse to Purchasers and their Affiliates), by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives Purchasers waive and will not assert, and agrees agree to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, to waive and not assert, any attorney-client client, attorney work-product protection or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Purchasers or Purchaser or its their Affiliates (including, following the Closing, any Conveyed Subsidiary Purchased Entity or any of their its Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Purchasers Indemnified Party, it being the intention of the Parties that all such rights to such attorney-client client, attorney work-product protection and other applicable legal privilege or protection and to control such attorney-client client, attorney work-product protection and other applicable legal privilege or protection shall be retained by the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser Purchasers or their Affiliates or the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client client, attorney work-product protection or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser Parent, Purchaser Purchasers or their Affiliates, including the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser Purchasers or their Affiliates, Affiliates (including the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, ) or to internal counsel relating to such engagementthe Current Representation, and none of Purchaser Parent, Purchaser Purchasers or their Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entities and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderprocess. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of the Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Parties or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser the Seller Parties or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or the transactions contemplated hereby or therebyhereby, by any legal counsel currently representing the Seller Parties or any Purchaser Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or the transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and to not assert, any attorney-client or other applicable legal privilege or protection solely to the extent inherited as a result of the transactions contemplated by this Agreement with respect to any communication between any legal counsel and any Seller Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Seller Current Representation (prior to the “Seller Privileged Communications”) or Closing Date in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Buyer or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partyits Affiliates, it being the intention of the Parties 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 the Sellers Seller Parties. (c) The attorney-client privilege, attorney work-product protection and their Affiliates expectation of client confidence arising from the transactions contemplated hereby prior to the Closing, and that all information and documents covered by such privilege or protection, will belong to and be controlled by the SellersSeller Parties and may be waived only by the Seller Parties, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagementBuyer, and none of Purchaser Parentwill not pass to or be claimed or used by Buyer; provided, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that Buyer may assert the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and against a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderparty. (d) Seller Parent waives and will not assertBuyer agrees to take, and agrees to cause its Affiliates, their respective Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 10.15.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Purchased Entity and its Subsidiaries and their Subsidiaries(so long as such Persons remain Affiliates thereof), to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Purchased Entity and its Subsidiaries and their Subsidiaries(so long as such Persons remain Affiliates thereof), to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation), including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary the Purchased Entity or any of their Subsidiariesits Subsidiaries (so long as such Persons remain Affiliates thereof)), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties that all such rights to such attorney-client and other applicable legal privilege or protection with respect to the Privileged Communications and to control such attorney-client and other applicable legal privilege or protection protection, in each case, with respect to the Privileged Communications, shall be retained by the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries Purchased Entity and their its Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Entity and its Subsidiaries, may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, Acquired Entities) to waive and not to assert, any conflict of interest or other objection arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, by any legal counsel currently representing Seller or any Seller Designated Person of its Affiliates, including the Acquired Entities, in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements Transaction Document or the transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will agrees not to assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Acquired Entities) to waive and to not assert, any attorney-client or other applicable legal privilege or protection attorney work product doctrine with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partywith an Acquired Entity, it being the intention of the Parties parties hereto that all such rights to such attorney-client and other applicable legal privilege or protection attorney work product doctrine and to control such attorney-client and other applicable legal privilege or protection work product doctrine shall be retained by the Sellers and their Affiliates and Seller; provided, that the Sellers, foregoing waiver and acknowledgment of retention shall not Purchaser Parent, Purchaser extend to any communication not involving this Agreement or their Affiliates any other Transaction Document or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether transactions contemplated hereby or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariesthereby, or to internal counsel relating to such engagementcommunications with any Person other than the Designated Persons and their advisors. (c) Buyer, on behalf of itself and none of Purchaser Parent, Purchaser or their Affiliates, its Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their SubsidiariesAcquired Entities) agrees that no communications (including email or other written communications) subject to attorney-client privilege or attorney work product doctrine in connection with the Current Representation shall be subject to disclosure, directly or indirectly, to Buyer or any Person acting on behalf of Buyer, and the Acquired Entities shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to Seller, the attorney-client privilege or purporting attorney work product doctrine and expectation of client confidence with respect to act on their behalf shall seek to obtain all such communications, and all books and records and other documents of the Acquired Entities containing any such advice, communication or other materials, and the same shall be controlled by any process on the grounds that the privilege Seller and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser shall not be used or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one handclaimed by, and a third party other than no copies shall be retained by, Buyer or any of its Affiliates (including the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderAcquired Entities). (d) Seller Parent waives and will not assert, and agrees Nothing in this Section 7.05 is intended to cause its Affiliates, or shall be deemed to waive and not assert, operate as a waiver of any attorney-client or other applicable legal privilege or protection with respect that could be asserted to prevent disclosure of any confidential communication between by any legal counsel and currently representing Seller or any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or of its Affiliates, including in respect of any claim for indemnification hereunder by a the Acquired Entities. (e) Seller Parent Indemnified Partyand Buyer agree to take, it being the intention of the Parties 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 Purchaser Parent and its cause their respective Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 7.05.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their SubsidiariesPurchased Entity), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesPurchased Entities, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates, including, following the Closing, the Purchased Entities, may seek to prevent the disclosure of the Privileged Communications to such third party without and request that Seller not permit such disclosure, and Seller shall consider such request in good faith. Seller and Purchaser have duly executed this Agreement as of the date first written above. XXXXXXX COMPANY PLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President & President, Consumer Self-Care International ESTEVE HEALTHCARE, S.L. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer At the Closing Date, the following actions shall be performed. Notwithstanding anything to the contrary set forth herein, to the extent any actions can be taken or deliverables provided electronically on or prior written consent of Seller Parent unless required to the Closing (and not in person), the Parties agree to do so by applicable Law or Governmental Orderso.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) It is acknowledged by each of the Parties, on behalf of itself and its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that Seller retained Xxxxx Day and Xxxxx and Xxxxxx PLLC to act as their legal counsel in connection with the transactions contemplated hereby. Each Party hereby agrees that, in the event of Purchaser Parent any Dispute arising after the Closing relating to the negotiation, preparation, execution and Purchaser delivery of this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby (the “Current Representation”), Xxxxx Day or Xxxxx and Xxxxxx PLLC may represent Seller and its Affiliates and Subsidiaries (including their direct and indirect equityholders) (collectively, the “Seller Entities”) in such Dispute, even though the interests of the Seller Entities may be directly adverse to Buyer, the Company Group members or any of their respective Affiliates, and even though Xxxxx Day and Xxxxx and Xxxxxx PLLC may formerly have represented Buyer, the Company Group members or any of their respective Affiliates in a matter substantially related to such Dispute, or may be handling ongoing matters for Buyer, the Company Group members or any of their respective Affiliates. Buyer, on behalf of itself and its other Waiving Parties (including the Company Group following the Closing), hereby consents to and waives (and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, ) any conflict of interest or any claim or objection arising out of therefrom or relating thereto. (b) Buyer further agrees that all communications among Xxxxx Day, Xxxxx and Xxxxxx PLLC, Seller, the Company Group members, any of their respective Affiliates and Subsidiaries and the other Seller Entities that relate in any way to the representationRepresentation (including all of the client files and records in the possession of Xxxxx Day or Xxxxx and Xxxxxx PLLC related thereto) constitute attorney-client privileged communications between the Seller Entities and Xxxxx Day or Xxxxx and Xxxxxx PLLC, after as applicable, and the Closing (attorney-client privilege and the “expectation of client confidence belongs to the Seller Post-Closing Representation”), of Entities and may be controlled by the Seller Parent Entities and will not pass to or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent be claimed by Buyer or any of its Affiliates (any such Personincluding the Company Group members following the Closing and, a “Seller Designated Person”) in any matter involving this Agreementconnection therewith, the Ancillary Agreements or Company Group members are transferring any rights in respect thereof to Seller). From and after the Closing, Buyer, on behalf of itself and its other agreements or transactions contemplated hereby or therebyWaiving Parties (including the Company Group members following the Closing), by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, assert any attorney-client or other applicable legal privilege or protection with respect to any communication between among Xxxxx Day, Xxxxx and Xxxxxx PLLC, Seller, the Company Group members, any legal counsel of their respective Affiliates and any Subsidiaries and the other Seller Designated Person Entities occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing the Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that if a dispute Dispute arises between Purchaser Parent, Purchaser Buyer or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesany Company Group member, on the one hand, and a third party other than the Sellers or their Affiliatesparty, on the other hand, Sellers shall Buyer or such Company Group member may assert confidentiality protection or the attorney-client privilege with respect to all such communications to prevent the disclosure thereof; provided that Buyer or such Company Group member may not disclose any waive such Seller Privileged Communications to such third party privilege without the prior written consent of Purchaser unless required Seller. None of Buyer, the Company Group members or any of Buyer’s other Waiving Parties, or any Person purporting to do so by applicable Law act on behalf of or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assertthrough Buyer, any attorney-client Company Group member or any of Buyer’s other applicable legal privilege Waiving Parties, will access or protection with respect seek to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any obtain access to any such communications communications, or to the files of Xxxxx Day or Xxxxx and Xxxxxx PLLC relating to the Purchaser Current Representation. Neither Xxxxx Day nor Xxxxx and Xxxxxx PLLC will have any duty whatsoever to reveal or disclose any such attorney-client communications or files to any of Buyer, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries Company Group members or any Person acting of Buyer’s other Waiving Parties by reason of any attorney-client relationship between Xxxxx Day or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege Xxxxx and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its AffiliatesXxxxxx PLLC, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliatesthe Company Group members, on the other hand, Purchaser Parent shall not disclose or otherwise. 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 Company Group members. Accordingly, as to any such Purchaser Privileged Communications communications prior to the date hereof, Buyer, on behalf of itself and its other Waiving Parties (including the Company Group members following the Closing), further agrees that no such third party Person may use, rely on or access without the prior written consent of Seller Parent unless required any of such communications in a manner that may compromise the attorney-client privilege of such communications or otherwise be adverse to do so by applicable Law Seller or Governmental Orderany of its Affiliates.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesSave-A-Lot Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Supervalu, any of its Affiliates, Subsidiaries or any shareholder, officer, employee or director of Seller Parent Supervalu or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Services Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Supervalu or any Seller Designated Person of its Subsidiaries in connection with this Agreement, the Ancillary Agreements Services Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesSave-A-Lot 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or and its Affiliates (includingSubsidiaries, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Save-A-Lot Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), 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 Supervalu; provided, that the Sellers foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement, the Services Agreement or any other agreements or transactions contemplated hereby or thereby, or to communications with any Person other than the Designated Persons and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protectionadvisors. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Save-A-Lot Entities shall not have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel Representation relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the ClosingPurchaser, the Conveyed Subsidiaries and their Subsidiaries, Save-A-Lot Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderSupervalu. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, Sold Companies) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Closing Agreements or any other agreements or transactions contemplated hereby or therebythe Transactions, by any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), in its capacity as legal counsel currently representing Seller or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Closing Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx the Transactions (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Sold Companies) to waive and to not assert, any attorney-client or other applicable legal privilege or protection solely to the extent inherited as a result of the Transactions with respect to any communication between any legal counsel STB and any Seller Designated Person occurring during the Seller Current Representation (prior to the “Seller Privileged Communications”) or Closing Date in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partywith the Sold Companies, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser or their Affiliates extend to any communication not involving this Agreement or the Conveyed Subsidiaries and their Subsidiaries, shall have Closing Agreements or the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransactions, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following communications with any Person other than the Closing, the Conveyed Subsidiaries Designated Persons and their Subsidiaries, advisers or to any Person acting or purporting to act on their behalf shall seek to obtain privilege otherwise held by Buyer irrespective of the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Transactions. (c) Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that of a dispute arises between Seller Parent Buyer, the Sold Company or its any of their respective Affiliates, on the one hand, and a third party Person other than Purchaser Parent, Purchaser Seller or their its Affiliates, on the other hand, Purchaser Parent shall not disclose any the Sold Companies may assert the attorney-client privilege to prevent the disclosure of such Purchaser Privileged Communications communications and files by its legal counsel in the Current Representation, Seller and its Affiliate to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental OrderPerson.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, Affiliates (including, following after the Closing, the Conveyed Subsidiaries and their Subsidiaries, Sold Companies) to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Closing Agreements or any other agreements or transactions contemplated hereby or therebythe Transactions, by any Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) in its capacity as legal counsel currently representing Seller or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Closing Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx and the Transactions (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will shall not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation(including, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Sold Companies) to waive and to not assert, any attorney-client privilege solely to the extent inherited as a result of the Transactions or other applicable legal privilege or protection the Closing Agreements with respect to any communication between any legal counsel STB and any Seller Designated Person occurring during the Seller Current Representation (prior to the “Seller Privileged Communications”) or Closing Date in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent Buyer or Purchaser or any of its Affiliates (includingAffiliates, and following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partywith the Sold Companies, it being the intention of the Parties 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 the Sellers and their Affiliates and Seller; provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser or their Affiliates extend to any communication not involving this Agreement or the Conveyed Subsidiaries and their SubsidiariesClosing Agreements, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransactions, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or communications with any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers Designated Persons and their advisers or their Affiliates, on to any privilege otherwise held by Buyer irrespective of the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without Transactions or the prior written consent of Purchaser unless required to do so by applicable Law or Governmental OrderClosing Agreements. (dc) Seller Parent waives and will not assertBuyer agrees to take, and agrees to cause its Affiliates, their respective Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representationtake, all steps reasonably necessary to implement the intent of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderthis Section 5.23.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Subsidiaries or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Subsidiaries in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent Purchaser waives and will not assert, and agrees to cause its Affiliates Subsidiaries, including the Transferred Entities, to waive and not to assert, any conflict of interest arising out of or relating attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring during the representation, after the Closing (the “Purchaser Current Representation in connection with any Post-Closing Representation”, including in connection with a dispute with Purchaser and its Subsidiaries, and following the Closing, with any Transferred Entity (including in respect of any claim for indemnification by Purchaser), it being the intention of Purchaser Parent or Purchaser or the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Parent; provided, that the foregoing waiver and acknowledgement of retention shall not extend to any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter communication not involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by or to communications with any legal counsel currently representing any Purchaser Person other than the Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries Persons and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protectionadvisors. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall not have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Representation or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the ClosingPurchaser, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its Affiliates, the Equityholders or any shareholder, officer, employee or director of Seller Parent the Company or any of its Subsidiaries or any of their respective Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller litigation or other dispute proceeding between or among Parent waives and will not assertor its Affiliates, and agrees to cause its Affiliates to waive and not assertany Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any conflict of interest arising out of or relating to other legal counsel currently representing the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Company or any of their its Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebythereby (whether or not such legal counsel also represented any of the Equityholders) (the “Current Representation”), by even though the interests of such Designated Person may be directly adverse to Parent or its Affiliates. (b) It is the intention of the parties hereto that all rights to any attorney-client privilege of the Company or any of its Affiliates applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company or any Purchaser Designated Person of its Affiliates in connection with this Agreementthe Current Representation (whether or not such legal counsel also represented any of the Equityholders) and any Designated Person shall be retained solely by such Designated Person. Accordingly, Parent and its Subsidiaries shall not have access to any such communications, or to the Ancillary Agreements files of Xxxxx Xxxx & Xxxxxxxx LLP or any other agreements legal counsel currently representing the Company or transactions contemplated hereby any of its Affiliates (whether or therebynot such legal counsel also represented any of the Equityholders) in connection with the Current Representation, including Xxxxxxxx & Xxxxx LLP from and Xxxxxxxxx after the Closing. Without limiting the generality of the foregoing, upon and May after the Closing, (i) the Equityholders and their Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and Parent and its Subsidiaries shall not be holders thereof (and cannot waive and shall not purport to waive any such representationprivilege), (ii) to the “Purchaser extent that files of Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company or any of its Affiliates in connection with the Current Representation”). Representation (cwhether or not such legal counsel also represented any of the Equityholders) Each constitute property of Purchaser a client, only the Equityholders and their Affiliates shall hold such property rights and (iii) except as required by applicable Law or as required by any Governmental Authority in connection with its exercise of regulatory or supervisory authority over Parent and Purchaser waives and or any of its Affiliates, Parent will not assertseek, and agrees to cause its Affiliates, including, following the ClosingSubsidiaries not to seek, the Conveyed Subsidiaries production of any documents for which the Equityholders and their Subsidiaries, to waive and not assert, any Affiliates hold attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel the Current Representation. (c) Parent agrees, on its own behalf and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or on behalf of each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser any Equityholder or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of any Equityholder, on the one hand, and a third party other than the Sellers Company or their Affiliatesany of its Subsidiaries, on the other hand, Sellers shall not disclose arising out of or relating to the Current Representation and in which Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company or any of its Affiliates in connection with the Current Representation jointly represented both (i) such Equityholder or Affiliate and (ii) the Company or any of its Affiliates, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company or any of its Affiliates in connection with the Current Representation to such Equityholder or Affiliate of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller Parent waives and will not assertIn the event that, and agrees to cause its Affiliates, to waive and not assertfollowing the Closing, any attorney-client or other applicable legal privilege or protection with respect third party shall seek to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller obtain from Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaserany Governmental Authority described in 12 U.S.C. § 1828(x)(1) and that Purchaser Parent, and not Seller in connection with its exercise of regulatory or supervisory authority over Parent or Purchaserany of its Affiliates, shall have the sole right to decide whether or not to waive in which case any attorney-client communications provided to the Governmental Authority shall be accompanied by a request that any attorney-client privilege or other privileges applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files attorney-client communications be preserved pursuant to 12 U.S.C. § 1828(x)) any attorney-client communications in connection with the Current Representation involving Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company or any of its Affiliates in connection with the Purchaser Current Representation, all of which shall be and remain then, to the property of Purchaser Parent extent reasonably practicable and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same prohibited by any process Governmental Authority or Applicable Law, Parent shall notify BLITA of such application sufficiently in advance of any hearing on the grounds that application to permit the privilege and protection attaching applicable Equityholder to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, participate in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Wachtell and Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 Wachtell or Xxxxx and any Seller Designated Person occurring during under the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingAffiliates, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Affiliates or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel of Parent and its Affiliates relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx Rxxxx & Xxxx Kxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingSubsidiaries, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their Affiliates its Subsidiaries or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their Affiliates, including, following the Closingits Subsidiaries, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not assertto asse1i, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser the or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Transaction Documents or any other agreements or the transactions contemplated hereby or therebyhereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this AgreementLucosky Brookman LLP, the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebySxxxx Xxxxx, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May Esq. (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser Buyer waives and will shall not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and to not assert, any attorney-client or other applicable legal privilege or protection solely to the extent inherited as a result of the transactions contemplated by this Agreement with respect to any communication between any legal counsel and any Seller Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Seller Current Representation (prior to the “Seller Privileged Communications”) or Closing Date in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Buyer or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Partyits Affiliates, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person in any matter involving this Agreement, the Transaction Documents or the transactions contemplated hereby occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent Seller. (c) The attorney-client privilege, attorney work-product protection and its Affiliates (other than Purchaser) expectation of client confidence arising from the transactions contemplated hereby prior to the Closing Date, and that Purchaser Parentall information and documents covered by such privilege or protection, will belong to and be controlled by Seller and may be waived only by Seller, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagementBuyer, and none of Seller Parent will not pass to or its Affiliates be claimed or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same used by any process on the grounds Bxxxx; provided, that Buyer may assert the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and against a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderparty.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, assert any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or any of its Affiliates, Sellers or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Sellers (any such Person, a “Seller Designated Person”) in any matter matter, including any litigation or other dispute proceeding between or among Buyer or any of its Affiliates and any Designated Person involving or relating to this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, thereby by any legal counsel currently representing any Seller Designated Person of Sellers and the Company Entities in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates. (b) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between any legal counsel currently representing any of Sellers and will the Company Entities in connection with the Current Representation (whether or not assert, and agrees to cause its Affiliates to waive such legal counsel also represented a Seller) shall be retained solely by Sellers (and not assert, the Company Entities); provided that the foregoing waiver and acknowledgement of retention shall not extend to any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby. Accordingly, none of the Company Entities shall have access to any such communications, or thereby, by to the files of any legal counsel currently representing any Purchaser Designated Person Company Entity (whether or not such legal counsel also represented a Seller) in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”), from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (i) each Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and none of the Company Entities shall be holders thereof, (ii) to the extent that files of any legal counsel currently representing any Company Entity in connection with the Current Representation (whether or not such legal counsel also represented a Seller) constitute property of a client, only the Seller and its Affiliates shall hold such property rights. (c) Each Xxxxx agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause each of its Affiliates, including, following that in the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication event of a dispute between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its respective Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliatesany Company Entity, on the other hand, Purchaser Parent shall not disclose arising out of or relating to any matter in which any legal counsel currently representing any Company Entity in connection with the Current Representation jointly represented (i) any Seller and (ii) any Company Entity, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by any legal counsel currently representing any Company Entity in connection with the Current Representation to such Seller or its Affiliates of any information or documents developed or shared during the course of any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderjoint representation.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives the right to assert and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Seller or any of their Affiliates its Affiliates, or any shareholder, officer, employee or director of Purchaser Parent, Purchaser Seller or any of their its Affiliates (any such Person, a “Purchaser Designated Person”) ), in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxx LLP and Xxxxxxxxx and May Xxxx (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person (including with respect to any communication occurring at or prior to the Closing, the Business) occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries)Affiliates, including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiariesits Affiliates, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none neither Purchaser nor any of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, its Affiliates shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser Seller or their its Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Company to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Closing, by Xxxxx Xxxx & Xxxxxxxx LLP of any Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of any Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, by including any legal counsel currently representing litigation or other dispute proceeding between or among Buyer or its Affiliates, the Company and any Seller Designated Person, based on the representation of any Designated Person or the Company by Xxxxx Xxxx & Xxxxxxxx LLP in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby prior to the Closing (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer, its Affiliates or the Company. (b) Seller Parent waives and will It is the intention of the Parties that all rights to any attorney-client privilege applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP in connection with the Current Representation (whether or not assert, and agrees to cause its Affiliates to waive such legal counsel also represented Seller) shall be retained solely by Sellers (and not assert, the Company); provided that the foregoing waiver and acknowledgment of retention shall not extend to any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby. Accordingly, the Company shall not have access to any such communications maintained by any legal counsel currently representing Seller or any Purchaser Designated Person of their respective Affiliates, or to the files of Xxxxx Xxxx & Xxxxxxxx LLP in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”), from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and their respective Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Company shall not be holders thereof, and (ii) to the extent that files of Xxxxx Xxxx & Xxxxxxxx LLP in connection with the Current Representation (whether or not such legal counsel also represented any Seller) constitute property of a client, only Sellers and their respective Affiliates shall hold such property rights. (c) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompany), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser any Seller or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of any Seller, on the one hand, and a third party other than the Sellers or their AffiliatesCompany, on the other hand, Sellers shall not disclose arising out of or relating to any matter in which Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company in connection with the Current Representation jointly represented both (i) any Seller and (ii) the Company, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing the Company in connection with the Current Representation to any Seller or an Affiliate of any Seller of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, In the event that any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf third party shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent from Buyer or its Affiliates (including, after the Closing, the Company) attorney-client communications involving Xxxxx Xxxx & Xxxxxxxx LLP, then Buyer may assert the attorney-client privilege or Purchaser other applicable privilege or its Subsidiaries or does not belong protection to prevent disclosure of such communications to such third party, and Buyer shall notify Sellers’ Representative of any such action by a third party sufficiently in advance of any hearing thereon to permit such Seller to participate in any such hearing. (e) Notwithstanding anything in this Section 6.12 to the Purchaser Parent. Notwithstanding the foregoingcontrary, in the event that that, after the Closing, a dispute arises between Seller Parent Buyer or any of its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser any Seller or any of their respective Affiliates, on the other hand, Purchaser Parent nothing in this Section 6.12 shall prohibit Buyer or any of its Affiliates (including the Company) from seeking discovery of any communication or any Seller or any of their respective Affiliates from asserting that such communication is not disclose any such Purchaser Privileged Communications discoverable to such third party without the prior written consent of Seller Parent unless required to do so by extent that the attorney-client privilege or other applicable Law privilege or Governmental Orderprotection is applicable thereto.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, from and following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller "Post-Closing Representation”"), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller "Designated Person”) "), in any matter involving this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements agreements, the Transaction or any other transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements other Transaction Documents or any other agreements agreements, the Transaction or any other transactions contemplated hereby or thereby, including WachtellXxxxx Day, LiptonXxxxxx Xxxxxxx LLP, Xxxxx PotamitisVekris and Xxxxxxx & Xxxx Xxxxxxx LLP (any such representation, the “Seller "Current Representation”"). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, from and following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not assert, any attorney-attorney- client or other applicable legal privilege or protection with respect to any communication between any legal counsel Xxxxx Day, Xxxxxx Xxxxxxx LLP, PotamitisVekris or Xxxxxxx & Xxxxxxx LLP and any Seller Designated Person (including with respect to any communication occurring at or prior to the Closing, the Business) occurring during the Seller Current Representation (the “Seller "Privileged Communications”") or in connection with any Seller Post-Post- Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their SubsidiariesTransferred Entity), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.that

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”)Closing, of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including in connection with a dispute with Purchaser or its Subsidiaries, and following the Closing, with any Transferred Entity (including in respect of any claim for indemnification by Purchaser), by any legal counsel currently representing Parent or any Seller Designated Person of its Affiliates in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including WachtellXxxx, LiptonXxxxx, Xxxxx Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP (“Xxxx (any Xxxxx,” and such representation, representation the “Seller Current Representation”). (b) Seller Parent waives and Purchaser will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebySubsidiaries, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representationthe Transferred Entities, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication during the Current Representation between any legal counsel Xxxx Xxxxx, on the one hand, and any Seller Designated Person occurring during Person, on the Seller Current Representation (other hand regarding this Agreement, the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary Ancillary Agreements or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party other agreements or a Purchaser Parent Indemnified Partytransactions contemplated hereby or thereby, it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser Parentor its Subsidiaries, Purchaser or their Affiliates or including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to the right to use any such communications or to access the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser Parent, Purchaser or their Affiliatesits Subsidiaries, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries any Company and their Subsidiaries, Subsidiary to waive and to not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliatesthe Sellers, shareholders, officers, employees or directors of any shareholder, officer, employee Company or director of Seller Parent or any of its Affiliates Subsidiary (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreementthe law firm of Dxxxx Xxxx & Wxxxxxxx, the Ancillary Agreements Xxxx & Mxxxxxxx, Bxxxx & MxXxxxxx, Gide Loyrette Nouel, or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx Bxxxxx Ringe y Cxxxxx S.C. (any such representation, the “Seller Current Representation”). (b) Seller Parent Buyer waives and will not assert, and agrees to cause its Affiliates any Company and Subsidiary to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingBuyer, and following the Closing, with any Conveyed Subsidiary Company or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartySubsidiary, it being the intention of the Parties 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 the Sellers and their Affiliates and Sellers, provided that the Sellers, foregoing waiver and acknowledgement of retention shall not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access extend to any such communications communication not involving this Agreement or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser any other agreements or their Affiliates, including the Conveyed Subsidiaries and their Subsidiariestransactions contemplated thereby, or to internal counsel relating to such engagementcommunications other than those between any Designated Persons and Dxxxx Xxxx & Wxxxxxxx, and none of Purchaser ParentXxxx & Mxxxxxxx, Purchaser or their AffiliatesBxxxx & MxXxxxxx, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesGide Loyrette Nouel, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.Bxxxxx Ringe y Cxxxxx S.C.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its AffiliatesSeller, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Company (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, any Company and any Designated Person, by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Seller Designated Person Company in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby (whether or thereby, including Wachtell, Lipton, Xxxxx & Xxxx not such legal counsel also represented Seller) (any such representation, the “Seller Current Representation”)) as a result of representing the Company prior to Closing, even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or any Company. (b) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP and will any other legal counsel currently representing any Company in connection with the Current Representation (whether or not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing such legal counsel also represented Seller) (the “Purchaser PostAttorney-Closing RepresentationClient Privilege”), of Purchaser Parent ) shall be retained (or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates assigned to Seller to the extent necessary) and controlled solely by Seller (and not any such Person, a “Purchaser Designated Person”) in Company); provided that the foregoing waiver and acknowledgement of retention shall not extend to any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby. Accordingly, the Companies shall not have access to any such privileged communications, or thereby, by to the files of Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Purchaser Designated Person Company (whether or not such legal counsel also represented Seller) in connection with the Current Representation, from and after the Closing. The Attorney-Client Privilege shall survive the Closing and shall remain in effect. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and its Affiliates shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Companies shall not be holders thereof, (ii) to the extent that files of Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Company or any of its Subsidiaries in connection with the Current Representation (whether or not such legal counsel also represented Seller) constitute property of a client, only Seller and its Affiliates shall hold such property rights and (iii) with respect to any privileged attorney-client communications (the “Privileged Communications”) between Xxxxx Xxxx & Xxxxxxxx LLP and any other legal counsel currently representing any Company in connection with the Current Representation (whether or not such legal counsel also represented Seller) prior to the Closing Date, Buyer and the Companies, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties hereto after the Closing. Except in connection with a dispute with Buyer relating to this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May Seller shall not waive Attorney-Client Privilege with respect to the Privileged Communications without Buyer’s consent (any such representationconsent not to be unreasonably withheld, the “Purchaser Current Representation”delayed or conditioned). (c) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser Seller or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of Seller, on the one hand, and a third party other than the Sellers or their Affiliatesany Company, on the other hand, Sellers shall not disclose arising out of or relating to any matter in which Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Company or any of its Subsidiaries in connection with the Current Representation jointly represented both (i) Seller and (ii) any Company, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP or any other legal counsel currently representing any Company in connection with the Current Representation to Seller or an Affiliate of Seller of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, In the event that any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf third party shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent from Buyer or its Affiliates (including, after the Closing, any Company) attorney-client communications involving Xxxxx Xxxx & Xxxxxxxx LLP or Purchaser or its Subsidiaries or does not belong any other legal counsel currently representing any Company in connection with the Current Representation, then Buyer shall, to the Purchaser Parent. Notwithstanding the foregoingextent permissible by Applicable Law, use commercially reasonable efforts to notify Seller of such application as soon as reasonably practicable in the event that a dispute arises between Seller Parent or its Affiliates, advance of any hearing on the one handapplication to permit Seller, at Seller’s sole cost and a third party other than Purchaser Parentexpense, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose to participate in any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Affiliates or any shareholderstockholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Rxxxx & Kxxx, Xxxxx Exxxxxx Xxxxxxxx & Xxxx Sxxxxxxx, LLP, Advokatfirmaet Thommessen AS and De Brauw Blackstone Westbroek N.V. (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred 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 Wachtell, Lipton, Rxxxx & Kxxx, Xxxxx Exxxxxx Xxxxxxxx & Sxxxxxxx, LLP, Advokatfirmaet Thommessen AS and De Brauw Blackstone Westbroek N.V. and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (includingSubsidiaries, and following the Closing, with any Conveyed Subsidiary or any of their Subsidiaries), Transferred Entity (including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified PartyPurchaser), it being the intention of the Parties 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 the Sellers and their Affiliates Parent and that the SellersParent, and not Purchaser ParentPurchaser, Purchaser or their its Affiliates or the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Parent and not of Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or to internal counsel of Parent and its Affiliates relating to such engagement, and none of Purchaser ParentPurchaser, Purchaser or their its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Transferred Entities or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser ParentPurchaser, Purchaser its Subsidiaries or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesTransferred Entities, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser Seller or any of their Affiliates its Affiliates, or any shareholder, officer, employee or director of Purchaser Parent, Purchaser Seller or any of their its Affiliates (any such Person, a “Purchaser Designated Person”) ), in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx Wachtell, Lipton, Rxxxx & Xxxxx LLP and Xxxxxxxxx and May Kxxx (any such representation, the “Purchaser Current Representation”). (cb) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Affiliates to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person (including with respect to any communication occurring at or prior to the Closing, the Business) occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries)Affiliates, including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers Seller and their its Affiliates and that the SellersSeller, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiariesits Affiliates, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none neither Purchaser nor any of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, its Affiliates shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers Seller and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, its Affiliates or does not belong to the SellersSeller. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser Seller or their its Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser or its Affiliates may seek to prevent the disclosure of the Privileged Communications to such third party without the prior written consent of and request that Seller Parent unless required to do so by applicable Law or Governmental Ordernot permit such disclosure, and Seller shall consider such request in good faith.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Parent waives and will not assert, and agrees to cause its AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries Company and their its Subsidiaries, to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or Parent, any of its Affiliates, Subsidiaries or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates Subsidiaries (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or therebyhereby, by any legal counsel currently representing Seller Parent or any Seller Designated Person of its Subsidiaries in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx (any such representation, the “Seller Current Representation”). (b) Seller . Each of Purchaser and Purchaser Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or therebySubsidiaries, including Xxxxxxxx & Xxxxx LLP the Company and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, 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 any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser, Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including the Company and its Subsidiaries (including in respect of any claim for indemnification hereunder by a any Purchaser Indemnified Party or a Purchaser Parent Indemnified Party), it being the intention of the Parties 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 Seller Parent; provided that the Sellers foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any agreements or transactions contemplated hereby, or to communications with any Person other than the Designated Persons and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protectionadvisors. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Company and its Subsidiaries and their Subsidiaries, shall not have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Representation or to internal counsel relating to such engagement, and none of Purchaser ParentPurchaser, Parent Purchaser or their AffiliatesSubsidiaries, including, following including the Closing, the Conveyed Subsidiaries Company and their its Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (d) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Order.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each of Purchaser Parent and Purchaser Buyer waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, Companies to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliatesthe Sellers, or any shareholder, officer, employee or director of any Seller Parent or any of its Affiliates Company (any such Person, a “Seller Designated Person”) in any matter involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including any litigation or other dispute proceeding between or among Buyer or its Affiliates, any Company and any Designated Person, by any Xxxxx Xxxx & Xxxxxxxx LLP as legal counsel currently representing any Seller Designated Person to the Sellers in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtell, Lipton, Xxxxx & Xxxx thereby (any such representation, the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to Buyer or its Affiliates or any Company. (ba) Seller Parent waives It is the intention of the parties hereto that all rights to any attorney-client privilege applicable to communications between Xxxxx Xxxx & Xxxxxxxx LLP and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating the Designated Persons prior to the representation, after Closing in connection with the Closing (Current Representation shall be retained solely by the “Purchaser Post-Closing Representation”), Sellers; provided that the foregoing waiver and acknowledgement of Purchaser Parent or Purchaser or retention shall not extend to any of their Affiliates or any shareholder, officer, employee or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter communication not involving this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby thereby. Accordingly, the Companies shall not have access to any such communications, or thereby, by any legal counsel currently representing any Purchaser Designated Person to the files of Xxxxx Xxxx & Xxxxxxxx LLP in connection with this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May (any such representation, the “Purchaser Current Representation”), from and after the Closing. Without limiting the generality of the foregoing, upon and after the Closing, (1) the Sellers shall be the sole holders of the attorney-client privilege with respect to the Current Representation, and the Companies shall not be holders thereof and (1) to the extent that files of Xxxxx Xxxx & Xxxxxxxx LLP in connection with the Current Representation constitute property of a client, only the Sellers shall hold such property rights. (cb) Each Buyer agrees, on its own behalf and on behalf of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or each of its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, shall have any access to any such communications or to the files of the Seller Current Representation, all of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, or to internal counsel relating to such engagement, and none of Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their SubsidiariesCompanies), or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that of a dispute arises between Purchaser Parent, Purchaser any Sellers or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiariesan Affiliate of a Seller, on the one hand, and a third party other than the Sellers or their Affiliatesany Company, on the other hand, arising out of or relating to any matter in which Xxxxx Xxxx & Xxxxxxxx LLP jointly represented in connection with the Current Representation both (1) the Sellers shall not disclose and (1) any Company, if applicable, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege or any work product doctrine will protect against or prevent disclosure by Xxxxx Xxxx & Xxxxxxxx LLP in connection with the Current Representation to such Seller or an Affiliate of such Seller of any information or documents developed or shared during the course of any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Orderjoint representation. (dc) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, In the event that any attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or its Affiliates, including in respect of any claim for indemnification hereunder by a Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf third party shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent from Buyer or its Affiliates or Purchaser or its Subsidiaries or does not belong to (including, after the Purchaser Parent. Notwithstanding Closing, any Company) attorney-client communications involving Xxxxx Xxxx & Xxxxxxxx LLP, then Buyer shall notify the foregoing, Sellers of such application sufficiently in the event that a dispute arises between Seller Parent or its Affiliates, advance of any hearing on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on application to permit the other hand, Purchaser Parent shall not disclose Sellers to participate in any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderproceedings.

Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege. (a) Each Buyer and Upper Holdings, on behalf of Purchaser Parent themselves and Purchaser waives their respective Affiliates and will not asserttheir and their Affiliates respective directors, officers, members, partners and agrees to cause its Affiliates, managers (including, following the Closing, the Conveyed Subsidiaries Company), and their Subsidiariesrespective successors and assigns (collectively, the “Waiving Parties”), hereby irrevocably waive and will not assert, and agree to cause the Waiving Parties to waive and not to assert, any conflict of interest interest, breach of duty or any other objection arising out of or relating to the representation, after the Closing (the “Seller Post-Closing Representation”), of Seller Parent or any of its Affiliates, or any shareholder, officer, employee or director of Seller Parent or any of its Affiliates or any member, manager, officer, employee, partner or director of Seller or any of its Affiliates or of the Company (any such Person, a “Seller Designated Person”) in any matter involving involving, arising out of or relating to this Agreement, the Ancillary Agreements or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Seller Designated Person in connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, including Wachtellany litigation or other dispute or proceeding between or among or involving TVG Holdings, LiptonUpper Holdings, Xxxxx & Xxxx (any such representationBuyer, the Company or any of their respective Affiliates or any other Waiving Party, by Xxxx Xxxxxxx & Xxxxxx LLP or any other legal counsel currently representing Seller or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated hereby or thereby (whether or not such legal counsel also represented Seller) (the “Seller Current Representation”), even though the interests of such Designated Person may be directly adverse to TVG Holdings, Upper Holdings, Buyer, the Company or any of their respective Affiliates or any other Waiving Party. (b) It is the intention of the Waiving Parties that all rights to any attorney-client privilege applicable to communications between Xxxx Xxxxxxx & Xxxxxx LLP and any other legal counsel currently representing the Seller Parent waives and will not assert, and agrees to cause its Affiliates to waive and not assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Purchaser Post-Closing Representation”), of Purchaser Parent or Purchaser or any of their Affiliates its Affiliates, including the Company, in connection with the Current Representation (whether or not such legal counsel also represented Seller) shall be retained solely by Seller (and not the Company, Buyer or any shareholderAffiliate thereof); provided, officerthat the foregoing waiver and acknowledgement of retention shall not extend to any communication to the extent not involving, employee relating to or director of Purchaser Parent, Purchaser or any of their Affiliates (any such Person, a “Purchaser Designated Person”) in any matter involving connection with this Agreement, the Ancillary Agreements Agreement or any other agreements or transactions contemplated hereby or thereby, by any legal counsel currently representing any Purchaser Designated Person in connection with this Agreementthe negotiation, the Ancillary Agreements preparation, execution, delivery or performance hereof or thereof or any other agreements dispute or transactions contemplated hereby Claim arising out of or thereby, including Xxxxxxxx & Xxxxx LLP and Xxxxxxxxx and May relating hereto or thereto (or any such representation, the “Purchaser Current Representation”). (c) Each of Purchaser Parent and Purchaser waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with respect matter relating to any communication between any legal counsel and any Seller Designated Person occurring during the Seller Current Representation (the “Seller Privileged Communications”) or in connection with any Seller Post-Closing Representation, including in connection with a dispute with Purchaser Parent or Purchaser or its Affiliates (including, following the Closing, any Conveyed Subsidiary or any of their Subsidiaries), including in respect of any claim for indemnification hereunder by a Purchaser Indemnified Party or a Purchaser Parent Indemnified Party, it being the intention of the Parties 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 the Sellers and their Affiliates and that the Sellers, and not Purchaser Parent, Purchaser or their Affiliates or the Conveyed Subsidiaries and their Subsidiaries, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protectionforegoing). Accordingly, from and after the Closing, none of Purchaser Parent, Purchaser or their Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Waiving Parties shall not have any access to any such communications privileged communications, or to the files of the Xxxx Xxxxxxx & Xxxxxx LLP or any other legal counsel currently representing Seller Current Representation, all or any of which shall be and remain the property of the Sellers and not of Purchaser Parent, Purchaser or their its Affiliates, including the Conveyed Subsidiaries and their Subsidiaries, Company (whether or to internal not such legal counsel relating to such engagementalso represented Seller) in connection with the Current Representation, and none of Purchaser Parent, Purchaser in each case may not use or their Affiliates, rely on any such privileged communications (including, following to the extent such privileged communications are in the possession of the Company, including in the records or email server). Without limiting the generality of the foregoing, upon and after the Closing, the Conveyed Subsidiaries and their Subsidiaries, or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, or does not belong to the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Purchaser or their Affiliates, including, following the Closing, the Conveyed Subsidiaries and their Subsidiaries, on the one hand, and a third party other than the Sellers or their Affiliates, on the other hand, Sellers shall not disclose any such Seller Privileged Communications to such third party without the prior written consent of Purchaser unless required to do so by applicable Law or Governmental Order. (di) Seller Parent waives and will not assert, and agrees to cause its Affiliates, to waive and not assert, any Affiliates shall be the sole holders of the attorney-client or other applicable legal privilege or protection with respect to any communication between any legal counsel and any Purchaser Designated Person occurring during the Purchaser Current Representation (the “Purchaser Privileged Communications”) or in connection with any Purchaser Post-Closing Representation, including in connection with a dispute with Seller Parent or and Buyer and its Affiliates, including the Company, shall not be holders thereof and (ii) to the extent that files of Xxxx Xxxxxxx & Xxxxxx LLP or any other legal counsel currently representing Seller or any of its Affiliates, including the Company, in connection with the Current Representation (whether or not such legal counsel also represented Seller) constitute property of a client with respect of any claim for indemnification hereunder by a to the Current Representation, only Seller Parent Indemnified Party, it being the intention of the Parties 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 Purchaser Parent and its Affiliates (other than Purchaser) and that Purchaser Parent, and not Seller Parent or Purchaser, shall have the sole right to decide whether or not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after Closing, none of Seller Parent or Purchaser shall have any access to any hold such communications or to the files of the Purchaser Current Representation, all of which shall be and remain the property of Purchaser Parent and not of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or to internal counsel relating to such engagement, and none of Seller Parent or its Affiliates or Purchaser or its Subsidiaries or any Person acting or purporting to act on their behalf shall seek to obtain the same by any process on the grounds that the privilege and protection attaching to such communications and files belongs to Seller Parent or its Affiliates or Purchaser or its Subsidiaries or does not belong to the Purchaser Parent. Notwithstanding the foregoing, in the event that a dispute arises between Seller Parent or its Affiliates, on the one hand, and a third party other than Purchaser Parent, Purchaser or their Affiliates, on the other hand, Purchaser Parent shall not disclose any such Purchaser Privileged Communications to such third party without the prior written consent of Seller Parent unless required to do so by applicable Law or Governmental Orderrights.