Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees (all such parties, the “Waiving Parties”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent and the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7.

Waiver of Conflicts Regarding Representation. (a) Each party to this Agreement hereby agrees of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Acquired Companies and the Company Holders are clients of Xxxxxx LLP (all such parties“Firm”). After the Closing, it is possible that Firm will represent the Company Holders and/or the Stockholder Representative (individually and collectively, the “Waiving PartiesSeller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Company Holders. Parent, the Surviving Corporation, and the Acquired Companies hereby agree that K&E Firm (or any successor theretosuccessor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement and any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the Closing between Parent (and/or Company) and Stockholder Representative, even though the interests of Stockholder Representative may be directly adverse to Parent or the Acquired Companies, and even though the Firm may have represented the Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Companies. Firm (or any direct successor) may serve as counsel to all or indirect a portion of the Seller Group or any director, manager, member, partner, officer, employee, equityholder Representative, or Affiliate thereof (of the “Stockholder Seller Group”), solely in connection with any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Company parties hereto acknowledges that such consent and its Subsidiaries acknowledge waiver is voluntary, that it has been carefully considered, and that the foregoing provision applies whether parties have consulted with counsel or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made have been advised they should do so in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent and the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7connection.

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company and the Pre-Closing Holders are clients of Cxxxxx LLP (all such parties“Firm”). After the Closing, it is possible that Firm will represent the Pre-Closing Holders and/or the Holder Representative (individually and collectively, the “Waiving PartiesSeller Group”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Pre-Closing Holders. Acquiror, the Surviving Corporation and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives agree that Firm (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement and each of the Company and its Subsidiaries acknowledge any claims that the foregoing provision applies whether or not K&E provides legal services may be made thereunder pursuant to any member of the Stockholder Groupthis Agreement, the Company or any of its Subsidiaries, or each of their respective Affiliates including a dispute that arises after the Closing Datebetween Acquiror (and/or the Company) and the Holder Representative, even though the interests of Holder Representative may be directly adverse to Acquiror or the Company, and even though the Firm may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company. Parent and each Firm (or any successor) may serve as counsel to all or a portion of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member Seller Group or any representative or Affiliate of the Stockholder Group and/or any directorSeller Group, officer, manager, member, equityholder, employee or Representative of any of the foregoing made solely in connection with the negotiationany litigation, preparation, execution, delivery and performance under, claim or any dispute or proceeding obligation arising out of or relating to, to this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby Agreement or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one handEach party consents thereto, and a third waives any conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each party other than Stockholder or their respective Affiliates, on the other hand, Parent acknowledges that such consent and the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, howeverwaiver is voluntary, that neither Parent nor its Subsidiaries (includingit has been carefully considered, following and that the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of have consulted with counsel or have been advised they should do so in this Section 6.7connection.

Waiver of Conflicts Regarding Representation. (a) Each party of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. and Shepherd and Wedderburn (collectively, “Company Counsel”) has acted as counsel for the Company in connection with the sale of the Company, including the process by which the Company solicited, discussed and negotiated strategic alternatives prior to the date hereof, this Agreement and the other agreements referenced herein or therein and the transactions contemplated hereby agrees (all such parties, the “Waiving Parties”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof and thereby (the “Stockholder GroupEngagement”)) and, in that connection, not as counsel for any other Person, including Buyer or any of its Affiliates. Only the Company shall be considered a client of Company Counsel in the Engagement. Notwithstanding anything contained herein to the contrary, if the Holders Representative or any Seller so desires, Company Counsel shall be permitted, without the need for any future waiver or consent, to represent any of the Holders Representative and/or any Seller (each, a “Company Party”) after the Closing in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating matter related to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions matters contemplated by this AgreementAgreement or any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of any Company Party, and Parent and each in any of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) foregoing cases including in any conflict of interest dispute, litigation or any objection arising therefrom other adversary proceeding against, with or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Groupinvolving Buyer, the Company or any of its Subsidiaries, agents or each of their respective Affiliates after Affiliates. (b) To the Closing Date. Parent and each of the extent that communications between any Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its SubsidiariesParty, on the one hand, and a third party other than Stockholder or their respective AffiliatesCompany Counsel, on the other hand, Parent relate solely to the Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to the Holders Representative, for and on behalf of the Company Parties. Neither Buyer, nor any of its Affiliates, shall have access to any such communications or the files or work product of Company Counsel, to the extent that they relate solely to the Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Buyer acknowledges and agrees, for itself and on behalf of its Subsidiaries may assert Affiliates, upon and after the Closing: (i) the Holders Representative, for and on behalf of the Company Parties, and Company Counsel shall be the sole holders of the attorney-client privilege with respect to prevent disclosure of Privileged Communications information that relates solely to such third party; providedthe Engagement, however, that and neither Parent Buyer nor its Subsidiaries (including, following the Closing, the Company and any of its SubsidiariesAffiliates, shall be a holder thereof; (ii) may waive such privilege without to the prior written consent extent that files or work product of Company Counsel that relate solely to the Engagement constitute property of the Stockholderclient, only the Holders Representative, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights; and (iii) Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications, files or work product to Buyer or any of its Affiliates, by reason of any attorney-client relationship between Company Counsel and the Company to the extent relating solely to the Engagement; provided that, to the extent any communication is both related and unrelated to the Engagement, the Holders Representative, for and on behalf of the other Company Parties, shall instruct Company Counsel to provide copies of such communications, files or work product to Buyer or its Affiliates (with only that information that solely relates to the Engagement redacted). The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7.71

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees Recognizing that Fenwick & West LLP (all such parties, the “Waiving PartiesFenwick”) has acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating Fenwick intends to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) act as legal counsel to certain of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder GroupSecurityholders, the Company or any of its Subsidiaries, or each of Securityholder Representative and/or their respective Affiliates after the Closing Date. Parent and Closing, (i) each of the Buyer and Merger Sub (on its own behalf and, as of the Closing, on behalf of the Surviving Company and each Subsidiary of the Surviving Company) hereby waives any conflicts that may arise in connection with Fenwick representing the Company Securityholders, the Securityholder Representative and their respective Affiliates after the Closing, and (ii) each of the Buyer and Merger Sub (on its Subsidiariesown behalf and, for itself as of the Closing, on behalf of the Surviving Company and each Subsidiary of the Surviving Company) hereby agrees that, in the event that a dispute arises between or among the Buyer or its Affiliates (including, after the Closing, the Surviving Company and each Subsidiary of the Surviving Company) and the Waiving PartiesCompany Securityholders, hereby irrevocably acknowledges and agrees that all communications among K&Ethe Securityholder Representative or their respective Affiliates (including, prior to the Closing, the Company and its the Company Subsidiaries), Fenwick may represent the Company Securityholders, the Securityholder Representative or any of their respective Affiliates in such dispute even though the interests of the Company Securityholders, the Securityholder Representative or such Affiliate may be directly adverse to the Buyer or any of their respective Affiliates (including, after the Closing, the Surviving Company and any Subsidiary of the Surviving Company) and even though Fenwick may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, each member of the Stockholder Group and/or any directorBuyer and Merger Sub (on its own behalf and, officer, manager, member, equityholder, employee or Representative of any as of the foregoing made Closing, on behalf of the Surviving Company and each Subsidiary of the Surviving Company), and on behalf of each of their respective Affiliates, hereby waives any conflict of interest in connection with such representation by Xxxxxxx. Each of the negotiationBuyer and Merger Sub (on its own behalf and, preparationas of the Closing, executionon behalf of the Surviving Company and each Subsidiary of the Surviving Company) further agrees that, delivery and performance underas to all communications among Fenwick, the Company or the Company Subsidiaries that relate in any dispute way to the negotiations of this Agreement or proceeding arising out of or relating to, this Agreementotherwise relate to the Merger, any agreement entered into in connection herewith, potential sale of the Company or the Company Subsidiaries or the transactions contemplated hereby or any matter relating to any of the foregoing (collectivelyhereby, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group Company Securityholders and the Securityholder Representative and may be exclusively controlled by each member of the Stockholder Group Company Securityholders and the Securityholder Representative and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of ParentBuyer, the Surviving Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementSubsidiaries. Notwithstanding the foregoing, if in the event that a dispute arises between Parent the Buyer, the Company or the Company and any of its Subsidiaries, on the one hand, and a third party (other than Stockholder the Securityholder Representative or their respective any of its Affiliates), on the other hand, Parent and after the Company and its Subsidiaries Closing, such Person may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by Xxxxxxx to such third party; provided, however, that if such dispute may involve the Company Securityholders or the Securityholder Representative, neither Parent the Buyer nor its the Company or the Company Subsidiaries (including, following after the Closing, the Surviving Company and any Subsidiary of its Subsidiariesthe Surviving Company) may waive such privilege without the prior written consent of the StockholderSecurityholder Representative. The parties further Parties agree to take all steps reasonably necessary to implement the intent of this Section 7.8. Each of the Buyer and Merger Sub (on its own behalf and, as of the Closing, on behalf of the Surviving Company and each Subsidiary of the Surviving Company) acknowledges that K&E it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Company’s counsel. This Section 7.8 is for the benefit of the Company Securityholder’s, the Securityholder Representative and their respective Affiliates, and Fenwick (including its respective partners shareholders and employees employees), each of which are third intended third-party beneficiaries of this Section 6.77.8.

Waiver of Conflicts Regarding Representation. Each party Recognizing that Lxxxxxxxxx Xxxxxxx LLP has acted as legal counsel to this Agreement Seller, Parent, and the Company prior to the Closing, and that Lxxxxxxxxx Xxxxxxx LLP intends to act as legal counsel to Seller and Parent after the Closing, Purchaser hereby waives and agrees (all such partiesto cause the Company to waive, the “Waiving Parties”) any conflict of interest that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), arise in connection with Lxxxxxxxxx Xxxxxxx LLP representing Seller and Parent after the Closing, including any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith Agreement or the transactions contemplated hereby notwithstanding its representation hereby. Purchaser (on behalf of itself and, following the Closing, the Company) also further agrees that all communications among Lxxxxxxxxx Xxxxxxx LLP, on the one hand, and Seller, Parent, the Company, or any continued representation) of their respective Affiliates or Representatives, on the Company other hand, that relate to the negotiation, documentation and its Subsidiaries in connection with consummation of the transactions contemplated by this AgreementAgreement and that are attorney-client privileged, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates shall remain privileged after the Closing Date. Parent and each of the Company and its SubsidiariesClosing, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, privilege and the expectation of client confidence and all other rights as to any evidentiary privilege such communications belong solely to each member of the Stockholder Group Seller and may be exclusively controlled by each member of the Stockholder Group Seller and shall not pass to or be claimed by Parent Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or the Company and a third party other than Seller or Parent or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent Purchaser and the Company and its Subsidiaries Company, as applicable, may assert the attorney-client privilege to prevent disclosure of Privileged Communications privileged communications by Lxxxxxxxxx Xxxxxxx LLP to such third party; provided, however, that neither Parent Purchaser nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of Seller. In the Stockholder. The parties further agree event that K&E and its respective partners and employees are third party beneficiaries Purchaser or the Company is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of such privileged communications, Purchaser shall promptly notify Seller in writing (including by making specific reference to this Section 6.78.18) so that Seller can seek (at its expense) a protective order and Purchaser agrees to use all commercially reasonable efforts to assist therewith.

Waiver of Conflicts Regarding Representation. Each party Xxxxxx, Xxxxxxx & Xxxxxx, LLP (“MMM”) has acted as counsel for the Company Group (prior to this Agreement hereby agrees the Closing Date) and the Seller (all such partiescollectively, the “Waiving Company Parties”) that K&E (or any successor thereto) may represent in connection with this Agreement and the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof transactions contemplated hereby (the “Stockholder Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer or any of its Affiliates (including the Company Group”, from 52 and after the Closing Date). Only the Company Parties shall be considered clients of MMM in the Acquisition Engagement. If the Seller so desires, MMM shall be permitted, without the need for any future waiver or consent, to represent any of the Seller or the Seller Indemnified Parties from and after the Closing in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating matter related to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions matters contemplated by this Agreement, the Transaction Documents, the Excluded Documents any other agreements referenced herein or therein or any disagreement or dispute relating thereto and Parent and each may in connection therewith represent the agents or Affiliates of the Company and its Subsidiaries on behalf of itself and Seller or the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) Seller Indemnified Parties, in any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether cases including in any dispute, litigation or not K&E provides legal services to any member of the Stockholder Groupother adversary proceeding against, with or involving the Company or any of its Subsidiaries, or each of their respective Affiliates Group (from and after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group ) or any of their respective agents or Affiliates (in connection with any dispute such capacity). To the extent that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if communications between a dispute arises between Parent or the Company and any of its SubsidiariesParty, on the one hand, and a third party other than Stockholder or their respective AffiliatesMMM, on the other hand, Parent relate to the Acquisition Engagement and the Company and its Subsidiaries may assert such communications are protected by the attorney-client privilege as between MMM and the Company Parties, including the Company Group prior to prevent disclosure the Effective Time and all attorney work product prepared in connection with the Acquisition Engagement (such communications, collectively, the “Attorney-Client Communications”), such Attorney-Client Communications shall be deemed to belong solely to the Seller, and not Buyer or the Company Group (from and after the Closing Date). Buyer acknowledges and agrees, for itself and on behalf of Privileged Communications to such third party; providedits Affiliates, however, that neither Parent nor its Subsidiaries including the Company Group (including, following from and after the Closing), upon and after the Company Closing: (a) the Seller, for and on behalf of the Seller Indemnified Parties, and MMM shall be the sole holders of the attorney-client privilege and work product privilege with respect to the Acquisition Engagement, and none of Buyer nor any of its SubsidiariesAffiliates, including the Company Group from and after the Closing Date, shall be a holder thereof; and (b) may waive such privilege without MMM shall have no duty whatsoever to reveal or disclose any Attorney- Client Communications to Buyer or any of its Affiliates, including the prior written consent Company Group from and after the Closing Date, by reason of any attorney-client relationship between MMM and the StockholderCompany Group or otherwise. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7* * * * * [Signature page follows.]

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (all such parties, the “Waiving PartiesWSGR”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) has acted as counsel for certain of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&EStockholders, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Seller Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged CommunicationsCompany Parties”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or ) in connection with this Agreement. Notwithstanding , the foregoingother Transaction Documents and the transactions contemplated hereby and thereby (the “Acquisition Engagement”) and, if a dispute arises between Parent in that connection, not as counsel for any other Person, including, without limitation, Buyer or the Company and any of its SubsidiariesAffiliates (including the Surviving Corporation). Only the Company Parties shall be considered clients of WSGR in the Acquisition Engagement. If the Seller Representative so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Seller Representative, the Stockholders, the Optionholders or the Indemnifying Parties after the Closing in connection with any matter related to the matters contemplated by this Agreement or the other Transaction Documents, any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Seller Representative, the Stockholders, the Optionholders or the Indemnifying Parties, in any of the foregoing cases including, without limitation, in any dispute, litigation or other adversary proceeding against, with or involving Buyer, the Surviving Corporation or any of their agents or Affiliates. To the extent that communications between a Company Party, on the one hand, and a third party other than Stockholder or their respective AffiliatesWSGR, on the other hand, Parent relate to the Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to the Seller Representative, for and on behalf of the 102 Securityholders, and not the Company or Surviving Corporation. Neither Buyer nor any of its Affiliates, including the Surviving Corporation, shall have access to (and Buyer hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of WSGR, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Buyer acknowledges and agrees, for itself and on behalf of its Subsidiaries may assert Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Seller Representative, for and on behalf of the Stockholders, the Optionholders or the Indemnifying Parties, and WSGR shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the Acquisition Engagement, and neither Buyer nor any of Privileged Communications its Affiliates, including the Surviving Corporation, shall be a holder thereof; (ii) to the extent that files or work product of WSGR in respect of the Acquisition Engagement constitute property of the client, only the Seller Representative, for and on behalf of the Stockholders, the Optionholders or the Indemnifying Parties, shall hold such third partyproperty rights and have the right to waive or modify such property rights; and (iii) WSGR shall have no duty whatsoever to reveal or disclose any such attorney-client communications, files or work product to Buyer or any of its Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between WSGR and the Company or otherwise; provided, howeverthat, to the extent any communication is both related and unrelated to the Acquisition Engagement, WSGR shall provide (and the Seller Representative, for and on behalf of the Securityholders or Indemnifying Parties, shall instruct WSGR to provide) appropriately redacted versions of such communications, files or work product to Buyer or its Affiliates, including the Surviving Corporation. Notwithstanding and without limiting the foregoing, in the event that neither Parent nor its Subsidiaries (includinga dispute arises between any of Buyer or the Surviving Corporation or their Affiliates, following the Closingon one hand, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent Indemnifying Parties, Securityholders or Seller Representative (on behalf of the Stockholder. The parties further agree that K&E Indemnifying Parties), on the other hand, concerning the matters contemplated in this Agreement, Buyer, for itself and on behalf of its Affiliates and the Surviving Corporation and its respective partners Affiliates, agrees that Buyer, the Surviving Corporation and employees are third party beneficiaries of this Section 6.7.their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing attorney-client communications, files or work product against the Seller Representative, the Stockholders, the Optionholders or the Indemnifying Parties. [SIGNATURE PAGE FOLLOWS] 103

Waiver of Conflicts Regarding Representation. Each party to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”) has acted as counsel for the Company in connection with this Agreement, the other agreements contemplated by this Agreement and the transactions contemplated hereby agrees (all such parties, the “Waiving Parties”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof and thereby (the “Stockholder GroupWSGR Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Parent or any of its Affiliates (including the Surviving Corporation). If the Seller Representative so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Seller Representative or the Securityholders after the Closing in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating matter related to the matters contemplated by this Agreement, any agreement entered into in connection herewith Agreement or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions other agreements contemplated by this Agreement, any other agreement referenced herein or therein or any disagreement or dispute relating thereto and Parent and each may in connection therewith represent the agents or Affiliates of the Company and its Subsidiaries on behalf of itself and Seller Representative or the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder GroupSecurityholders, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of in any of the foregoing made cases including, without limitation, in connection any Action against, with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of involving Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Surviving Corporation or any of their respective Affiliates in connection with any dispute agents or Affiliates. To the extent that relates to communications between the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its SubsidiariesCompany, on the one hand, and a third party other than Stockholder or their respective AffiliatesWSGR, on the other hand, Parent relate to the WSGR Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to the Seller Representative, for and on behalf of the Securityholders, and not the Company or Surviving Corporation. Neither Parent nor any of its Affiliates, including the Surviving Corporation, shall have access to (and Parent hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of WSGR, to the extent that they relate to the WSGR Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Subsidiaries may assert Affiliates, including the Surviving Corporation, upon and after the Closing: (a) the Seller Representative, for and on behalf of Securityholders, and WSGR shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the WSGR Acquisition Engagement, and neither Parent nor any of Privileged Communications its Affiliates, including the Surviving Corporation, shall be a holder thereof; and (b) to the extent that files or work product of WSGR in respect of the WSGR Acquisition Engagement constitute property of the client, only the Seller Representative, for and on behalf of Securityholders, shall hold such third partyproperty rights and have the right to waive or modify such property rights; provided, howeverthat, that neither Parent nor its Subsidiaries to the extent any communication is both related and unrelated to the WSGR Acquisition Engagement, WSGR shall provide (includingand the Seller Representative, following the Closing, the Company for and any of its Subsidiaries) may waive such privilege without the prior written consent on behalf of the Stockholder. The parties further agree that K&E and Securityholders shall instruct WSGR to provide) appropriately redacted versions of such communications, files or work product to Parent or its respective partners and employees are third party beneficiaries of this Section 6.7Affiliates, including the Surviving Corporation.

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees (all such partiesa) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx (“WSGR”) has acted as counsel for the Equityholders, the Company and the Equityholders’ Representative (collectively, the “Waiving Company Parties”) that K&E (or any successor thereto) may represent in connection with the Stockholder or any direct or indirect directorpreparation, manager, member, partner, officer, employee, equityholder or Affiliate thereof negotiation and consummation of this Agreement and the transactions contemplated hereby (the “Stockholder GroupAcquisition Engagement”)) and, in that connection, not as counsel for any other Person, including Parent or any of its Affiliates. Only the Company Parties shall be considered clients of WSGR in the Acquisition Engagement. If the Equityholders’ Representative so desires, WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Company Parties after the Closing in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating matter related to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions matters contemplated by this Agreement, any other agreements referenced herein or therein or any disagreement or dispute relating thereto and Parent and each may in connection therewith represent the agents or Affiliates of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of in any of the foregoing made cases including in connection any dispute, litigation or other adversary proceeding against, with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of involving Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Surviving Corporation or any of their respective Affiliates in connection with any dispute agents or Affiliates.(b) To the extent that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if communications between a dispute arises between Parent or the Company and any of its SubsidiariesParty, on the one hand, and a third party other than Stockholder or their respective AffiliatesWSGR, on the other hand, Parent and relate to the Company and its Subsidiaries may assert the Acquisition Engagement, such communication shall be deemed to be attorney-client privilege confidences that belong solely to prevent disclosure the Equityholders’ Representative, for and on behalf of Privileged Communications to such third party; providedthe Company Parties. Parent hereby waives, however, that neither on behalf of Parent nor and its Subsidiaries Affiliates (including, following the Closing, any Acquired Company) any right of access it may otherwise have with respect to any such communications or the files or work product of WSGR, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Equityholders’ Representative, for and on behalf of the Company Parties, and WSGR shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; (ii) to the extent that files or work product of WSGR in respect of the Acquisition Engagement constitute property of the client, only the Equityholders’ Representative, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights; and (iii) WSGR shall have no duty whatsoever to reveal or disclose any such attorney-client communications, files or work product to Parent or any of its Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between WSGR and the Company or otherwise. Notwithstanding and without limiting the foregoing, in the event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Company Parties, on the other hand, concerning the matters contemplated in this Agreement, Parent, for itself and on behalf of its Subsidiaries) may waive such privilege without Affiliates and the prior written consent Surviving Corporation and its Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing attorney-client communications, files or work product against the Equityholders’ Representative or the other Company Parties. 108 The Parties have executed this Agreement as of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries date stated in the first paragraph of this Section 6.7.Agreement. PARENT: Hill-Rom, Inc. By: /s/ Jxxx Xxxxxxxxxxx Name: Jxxx Xxxxxxxxxxx Title: President and Chief Executive Officer MERGER SUB: Barcelona Merger Sub, Inc. By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: President Signature Page to Agreement and Plan of Merger COMPANY: Bxxxx Diagnostics, Inc. By: /s/ Gxxx X. Xxxxx Name: Gxxx X. Xxxxx, M.D. Title: Chairman and Chief Medical Officer EQUITYHOLDERS’ REPRESENTATIVE: Fortis Advisors LLC (solely in its capacity as the Equityholders’ Representative) By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director Signature Page to Agreement and Plan of Merger

Waiver of Conflicts Regarding Representation. Each party WSGR and Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP ("Xxxxxxxxx") have acted as counsel and EY (which, for the purposes of this Section 8.14 shall refer only to this Agreement hereby agrees the team of EY professionals who have provided advice to the Securityholders and the Company prior to the date hereof, and not to any EY professionals who have been or may be retained by Parent, Merger Sub or their Affiliates (all such partiesincluding,after the Closing, the “Waiving Parties”Surviving Corporation)) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) has provided tax and accounting advice for certain of the Company Securityholders and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the "Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or ") in connection with this Agreement. Notwithstanding , the foregoingRelated Agreements and the Transactions (the "Acquisition Engagement") and, if a dispute arises between in that connection, not as counsel or advisor of tax and accounting related matters for any other Person, including, without limitation, Parent or the Company and any of its SubsidiariesAffiliates (including the Surviving Corporation). Only the Company Parties shall be considered clients of WSGR, Pillsbury or EY in the Acquisition Engagement. WSGR, Pillsbury and EY shall be permitted, without the need for any future waiver or consent, to represent any of the Securityholders after the Closing in connection with any matter related to the matters contemplated by this Agreement or the Related Agreements, any other agreements referenced hereinor therein or any disagreement or disputerelating thereto and may in connection therewith represent the agents or Affiliates of the Securityholders in any of the foregoing cases including, without limitation, in any dispute, litigation or other adversary proceeding against, with or involvingParent, the Surviving Corporation or any of their agents or Affiliates. To the extent that communications between a Company Party, on the one hand, and a third party other than Stockholder WSGR, Pillsbury or their respective AffiliatesEY, on the other hand, relate to the Acquisition Engagement, such communication shall be deemedto be attorney-client confidences or accountant-client privileges, respectively, that belong solely to the Securityholders, and not the Company or Surviving Corporation. Neither Parent nor any of its Affiliates, including the Surviving Corporation, shall have access to (and Parent hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of WSGR, Pillsbury or EY, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Xxxxxx acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** Securityholders and WSGR, Pillsbury or EY shall be the sole holders of the attorney-client privilege or accountant-client privilege, respectively, with respect to the Acquisition Engagement, and neither Parent nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof; (ii) to the extent that files or work product of WSGR, Pillsbury or EY in respect of the Acquisition Engagement constitute property of the client, only the Securityholders shall hold such property rights and have the right to waive or modify such property rights; and (iii) WSGR, Pillsbury or EY shall have no duty whatsoever to reveal or disclose any such attorney-client or accountant-client communications, files or work product to Parent or any of its Affiliates, including the Surviving Corporation, by reason of any attorney- client relationship or accountant-client relationship between WSGR, Pillsbury or EY, respectively, and the Company or otherwise; provided that, to the extent any communication is both related and unrelated to the Acquisition Engagement, WSGR, Pillsbury or EY shall provide appropriately redacted versions of such communications, files or work product to Parent or its Affiliates, including the Surviving Corporation. Notwithstanding and without limiting the foregoing, in the event that a disputearises betweenany of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Securityholders, on the other hand, concerning the matters contemplated in this Agreement, Parent, for itself and on behalf of its Affiliates and the Surviving Corporation and its Subsidiaries Affiliates, agrees that Parent, the Surviving Corporation and their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing attorney-client communications or accountant-elient communications, files or work product against the Securityholders. Notwithstanding anything to the contrary contained herein, (i) the foregoing waivers and acknowledgements of retention shall not extend to any communication not involving the Acquisition Engagement, or to communications with any Person other than WSGR, Pillsbury or EY and (ii) in the event that after the Closing a dispute arises between Parent, the Surviving Corporation or any of their respective Affiliates and a Person other than a Securityholder or any of its Affiliates, then Parent, the Surviving Corporation or any of their respective Affiliates, as applicable, may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications to such third partyor from WSGR, Pillsbury, EY or any of the Securityholders and their respective Affiliates; provided, howeverfurther, that neither Parent nor its Subsidiaries (including, following the Closingnone of Parent, the Company and Surviving Corporation or any of its Subsidiaries) their respective Affiliates may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7Seller Representative.

Waiver of Conflicts Regarding Representation. Each party Recognizing that Xxxxx Xxxx PLC (“Xxxxx Hill”) has acted as legal counsel to this Agreement hereby agrees Seller, its Affiliates and its respective Representatives (all such partiescollectively, the “Waiving Seller Parties”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), and may be deemed to have acted as legal counsel to the Companies prior to the Closing, and that Xxxxx Xxxx intends to act as legal counsel to Seller Parties after the Closing, (i) each of Buyer and the Companies hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxx Hill representing the Seller Parties after the Closing and (ii) in the event that a dispute arises between or among any of Buyer or any of its Affiliates (including, after the Closing, the Companies and the Fabri-Kal Subsidiaries) and any Seller Parties (including, prior to the Closing, the Companies and the Fabri-Kal Subsidiaries), Buyer, the Companies and each of the other Parties hereby agree that Xxxxx Xxxx may represent Seller Parties in such dispute even though the interests of Seller Parties may be directly adverse to Buyer or its Affiliates (including, after the Closing, the Companies or any Fabri-Kal Subsidiary), and even though Xxxxx Hill may have represented the Companies or any Fabri-Kal Subsidiary in a matter substantially related to such dispute, litigationor may be handling ongoing matters for Seller Parties, claimBuyer and, proceeding or obligation arising out after the Closing, the Companies, waive, on behalf of or relating to this Agreementthemselves and each of their respective Affiliates, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) conflict of the Company and its Subsidiaries interest in connection with such representation by Xxxxx Xxxx. Buyer and, after the Closing, the Companies, further agree that, as to all communications among Xxxxx Hill and the Companies or any Fabri-Kal Subsidiary, and all attorney work product that relate in any way to the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Groupall rights therein, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and including the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group Seller Parties and may shall solely be exclusively controlled by each member of the Stockholder Group Seller Parties and shall not pass to or be claimed by Parent or the Company or any of its SubsidiariesBuyer, and from and or, after the Closing, none of Parent, the Company Companies or any Fabri-Kal Subsidiary. The Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of its Subsidiariesthis Section 7.10 , nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any processif so requested. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its SubsidiariesBuyer acknowledges, on behalf of itself and the Waiving Partiesand, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of Companies, the Stockholder Group or Fabri-Kal Subsidiaries and any of their respective Affiliates in connection with any dispute Affiliates, that relates each has had the opportunity to discuss and obtain adequate information concerning the transactions contemplated by or in connection with significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement. Notwithstanding , including the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party opportunity to consult with counsel other than Stockholder or their respective Affiliates, on Xxxxx Xxxx. This Section 7.10 is for the other hand, Parent and the Company and benefit of Xxxxx Hill (including its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third employees), which is an intended third-party beneficiaries beneficiary of this Section 6.77.10.

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees Xxxxxx, Xxxxxxx & Xxxxxx, LLP (all such parties, the “Waiving PartiesMMM”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of has acted as counsel for the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself Group and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged CommunicationsCompany Parties”), are privileged communications ) in connection with this Agreement and the attorney-client privilegeTransactions (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer, Merger Sub or any of their Affiliates (including the expectation Surviving Corporation). Only the Company Parties shall be considered in connection with the Transactions clients of client confidence and all other rights MMM in the Acquisition Engagement. If the Representative so desires, MMM shall be permitted, without the need for any future waiver or consent, to represent any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent Representative or the Company or any of its Subsidiaries, and Securityholders from and after the Closing, none Closing in connection with any matter related to the matters contemplated by the Transaction Documents and any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of Parentthe Representative or, the Company or any of its SubsidiariesSecurityholders, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or in any of the Waiving Partiesforegoing cases including in any dispute, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege litigation or other rights to any evidentiary privilege adversary proceeding against, with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Surviving Corporation or any of their respective agents or Affiliates (in connection with any dispute such capacity). To the extent that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if communications between a dispute arises between Parent or the Company and any of its SubsidiariesParty, on the one hand, and a third party other than Stockholder or their respective AffiliatesMMM, on the other hand, Parent relate to the Acquisition Engagement and the Company and its Subsidiaries may assert such communications are protected by the attorney-client privilege as between MMM and the Company Parties, including the Company Group prior to prevent disclosure the Effective Time and all attorney work product prepared in connection with the Acquisition Engagement (such communications, collectively, the “Attorney-Client Communications”), such Attorney-Client Communications shall be deemed to belong solely to the Representative, for and on behalf of Privileged Communications to such third party; providedthe Company Securityholders, howeverand not Buyer, that neither Parent nor the Company, the Surviving Corporation or their Subsidiaries. Buyer acknowledges and agrees, for itself and on behalf of its Subsidiaries (includingAffiliates, following including the Surviving Corporation, upon and after the Closing: (a) the Representative, for and on behalf of the Company Securityholders, and MMM shall be the sole holders of the attorney-client privilege and work product privilege with respect to the Acquisition Engagement, and none of Buyer, Merger Sub nor any of its Subsidiariesor their Affiliates, including the Surviving Corporation, shall be a holder thereof; and (b) may waive such privilege without MMM shall have no duty whatsoever to reveal or disclose any Attorney-Client Communications to Buyer, Merger Sub or any of its or their Affiliates, including the prior written consent Surviving Corporation, by reason of any attorney-client relationship between MMM and the StockholderCompany Group, the Representative or otherwise. The parties further agree that K&E Buyer (on behalf of itself and its Affiliates) agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.11. MMM and its partners and employees are third party beneficiaries of this Section 6.710.14.

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx (all such parties, the “Waiving PartiesWSGR”) that K&E and Mxxxx & Rxxxx (or any successor thereto“MR”) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) has acted as counsel for certain of the Company Sellers and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged CommunicationsCompany Parties”)) in connection with the negotiation and execution of this Agreement, are privileged communications the Ancillary Documents and the attorney-client privilege, the expectation of client confidence negotiation and all other rights to any evidentiary privilege belong solely to each member consummation of the Stockholder Group transactions contemplated hereby and may be exclusively controlled by each member of thereby (the Stockholder Group and shall “Acquisition Engagement”) and, in that connection, not pass to or be claimed by as counsel for any other Person, including Parent or the Company or any of its SubsidiariesAffiliates (including the Surviving Corporation). Only the Company Parties shall be considered clients of WSGR or MR in the Acquisition Engagement. WSGR and MR shall be permitted, and from and without the need for any future waiver or consent, to represent any of the Sellers after the ClosingClosing in connection with any matter related to the matters contemplated by this Agreement or the Ancillary Documents, none any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Sellers in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Surviving Corporation or any of their respective Affiliates in connection with any dispute agents or Affiliates. To the extent that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if communications between a dispute arises between Parent or the Company and any of its SubsidiariesParty, on the one hand, and a third party other than Stockholder WSGR or their respective AffiliatesMR, on the other hand, Parent relate to the Acquisition Engagement, such communication shall be deemed to be attorney-client confidences that belong solely to the Sellers, and not the Company or Surviving Corporation. Neither Parent nor any of its Affiliates, including the Surviving Corporation, shall have access to (and Parent hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of WSGR or MR, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Parent acknowledges and agrees, for itself and on behalf of its Subsidiaries may assert Affiliates, including the Surviving Corporation, upon and after the Closing: (a) the Sellers and WSGR or MR shall be the sole holders of the attorney-client privilege with respect to prevent disclosure of Privileged Communications to such third party; providedthe Acquisition Engagement, however, that and neither Parent nor any of its Subsidiaries Affiliates, including the Surviving Corporation, shall be a holder thereof; and (includingb) to the extent that files or work product of WSGR and MR in respect of the Acquisition Engagement constitute property of the client, following only the ClosingSellers shall hold such property rights and have the right to waive or modify such property rights. Notwithstanding and without limiting the foregoing, in the Company event that a dispute arises between any of Parent or the Surviving Corporation or their Affiliates, on one hand, and any of the Sellers, on the other hand, concerning the matters contemplated in this Agreement, Parent, for itself and on behalf of its Subsidiaries) may waive such privilege without Affiliates and the prior written consent of the Stockholder. The parties further agree that K&E Surviving Corporation and its respective partners Affiliates, agrees that Parent, the Surviving Corporation and employees are third party beneficiaries of this Section 6.7their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing attorney-client communications, privileged files or privileged work product against the Sellers.

Waiver of Conflicts Regarding Representation. Each party of the parties hereto acknowledges and agrees that the Company and the Selling Stockholders have retained Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP and Mxxxxxxx & Fxxxxxxx LLP (collectively, “Firms”) to this Agreement hereby agrees act as their counsel in connection with the Transactions. After the Closing, it is possible that Firms will represent the Selling Stockholders and/or the Sellers Representative (all such partiesindividually and collectively, the “Waiving PartiesSeller Group”) solely in connection with the Transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Selling Stockholders. Parent, the Surviving Corporation, and the Company hereby agree that K&E Firms (or any successor theretosuccessor) may represent the Stockholder Seller Group in the future solely in connection with issues that may arise under this Agreement and any claims that may be made hereunder, including a dispute that arises after the Closing between Parent (and/or Company) and the Sellers Representative. Firms (or any direct successor) may serve as counsel to all or indirect a portion of the Seller Group or any director, manager, member, partner, officer, employee, equityholder Representative, or Affiliate thereof (of the “Stockholder Seller Group”), solely in connection with any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) Transactions. Each of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreementparties hereto consents thereto, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Company parties hereto acknowledges that such consent and its Subsidiaries acknowledge waiver is voluntary, that it has been carefully considered, and that the foregoing provision applies whether parties have consulted with counsel or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made have been advised they should do so in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent and the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7connection.

Waiver of Conflicts Regarding Representation. Each party to this Agreement hereby agrees Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, P.C. (all such parties, the “Waiving PartiesWSGR”) that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of has represented the Company and its Subsidiaries in connection with the transactions contemplated by this AgreementStockholders’ Representative. Each of the parties hereto recognizes the commonality of interest that exists and will continue to exist until the Effective Time, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict parties hereto agree that such commonality of interest or any objection arising therefrom or relating theretoshould continue to be recognized after the Effective Time. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder GroupSpecifically, the parties hereto agree that Buyer (including its Affiliates) shall not, and shall not cause the Surviving Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreementseek to have WSGR disqualified from representing the Stockholders’ Representative, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Securityholders or any of their respective Affiliates in connection with any dispute that relates to may arise between the transactions contemplated by Stockholders’ Representative, any Securityholders or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiariestheir respective Affiliates, on the one hand, and a third party other than Stockholder or their respective the Buyer (including its Affiliates), on the other handother, Parent in connection with this Agreement or the Transactions, including any matter concerning Earn-Out Obligations and the payment thereof. The parties hereto further agree that (a) as to all communications among WSGR and the Stockholder’s Representative, the Securityholders and their respective Affiliates (individually and collectively, the “Seller Group”) that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the exception of client confidence belongs solely to the Seller Group and shall not pass to or be claimed by the Buyer (or its Affiliates), because the interests of Buyer and its Affiliates were directly adverse to the Company, the Securityholders and the Stockholders’ Representative at the time such communications were made and (b) the Stockholders’ Representative (and not Buyer or the Surviving Company) shall have the right to decide whether or not to waive the attorney-client privilege that may apply to any communications between the Company and its Subsidiaries Affiliates and WSGR that occurred before the Effective Time. This right to the attorney-client privilege shall exist even if such communications may exist on the Company’s computer system or in documents in the Company’s possession. Notwithstanding the foregoing, in the event that any dispute arises between Buyer (including its Affiliates) or the Company and a third party, the Company may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by WSGR to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may not waive such privilege without the prior written consent of the StockholderStockholders’ Representative. The parties further agree Buyer and the Company each hereby acknowledge that K&E each of them have had the opportunity to discuss and its respective partners obtain adequate information concerning the significance and employees are third party beneficiaries material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than WSGR. This Section 10.13 shall be irrevocable, and no term of this Section 6.710.13 may be amended, waived or modified, without the prior written consent of the Stockholders’ Representative and WSGR.

Waiver of Conflicts Regarding Representation. Each party Recognizing that Ropes & Xxxx LLP has acted as legal counsel to this Agreement hereby agrees (all such partiesRave and its Affiliates and may be deemed to have acted as legal counsel to the Acquired Companies prior to the Closing, and that Ropes & Xxxx LLP intends to act as legal counsel to Rave and its Affiliates after the Closing, the “Waiving Parties”) that K&E Company hereby waives (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”and Buyer hereby acknowledges and agrees to such waiver), on its own behalf and on behalf of its current and future Subsidiaries, any conflicts that may arise in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to Ropes & Xxxx LLP representing Rave and its Affiliates after the Closing in connection with this Agreement, any agreement entered into in connection herewith the Escrow Agreement or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of and thereby. Buyer hereby agrees that, in the Company and its Subsidiaries event a dispute arises after the Closing in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest Escrow Agreement or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to and thereby between Buyer and/or any of the foregoing Acquired Companies, on the one hand, and Rave and/or its Affiliates, on the other hand, Ropes & Xxxx LLP may represent Rave and/or its Affiliates in such dispute (collectivelyincluding in any Action arising therefrom) even though the interests of Rave may be directly adverse to Buyer and/or any of the Acquired Companies, and even though Ropes & Xxxx LLP may have represented one or more of the Acquired Companies in a matter substantially related to such dispute. Buyer and the Company further agree that, as to all communications between Ropes & Xxxx LLP, any of the Acquired Companies and Rave that relate in any way to this Agreement, the “Privileged Communications”)Escrow Agreement and the transactions contemplated hereby and thereby, are privileged communications and the attorney-client privilege, privilege and the expectation of client confidence and all other rights belongs to any evidentiary privilege belong solely to each member of the Stockholder Group Rave and may be exclusively controlled by each member of the Stockholder Group Rave, and shall not pass to or be claimed or controlled by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries Buyer or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementAcquired Companies. Notwithstanding the foregoing, if in the event a dispute arises between Parent Buyer or the Company and any of its Subsidiaries, on the one hand, Acquired Companies and a third party other than Stockholder or their respective Affiliatesa party to this Agreement after the Closing, on any of the other hand, Parent and the Company and its Subsidiaries Acquired Companies may assert the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by Ropes & Xxxx LLP to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following none of the Closing, the Company and any of its Subsidiaries) Acquired Companies may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7Rave.

Waiver of Conflicts Regarding Representation. Each party to this Agreement Parent and the Group Companies hereby agrees (all such partiesagree that, in the “Waiving Parties”) event that K&E a dispute arises after the Closing between Parent (or any successor theretothe Group Companies and their successors) may represent and the Stockholder Seller Representative or any direct or indirect directorSeller to the extent relating to the transactions contemplated hereby, managerthen Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, member, partner, officer, employee, equityholder or Affiliate thereof LLP (the “Stockholder GroupXxxxxxxxx”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating which have been retained by the Group Companies to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries act as counsel in connection with the transactions contemplated hereby, may represent such Seller(s) and/or the Seller Representative in such dispute even though the interests of such Seller(s) or the Seller Representative may be directly adverse to Parent (or the Group Companies and their successors), and even though Xxxxxxxxx may have represented the Group Companies in a matter substantially related to such dispute. Parent further agrees that, the communications among, on the one hand, Xxxxxxxxx and/or and Proskauer Rose LLP (“Proskauer”) and, on the other hand, the Group Companies, any Seller or the Seller Representative that relate exclusively the transactions contemplated by this AgreementAgreement or the Ancillary Agreements that would, immediately prior to the Closing, be deemed to be attorney-client privileged communications thereof and would not be subject to disclosure to Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, any process relating to a dispute arising under or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewithwith this agreement or otherwise, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, privilege and the expectation exception of client confidence and all other rights to any evidentiary privilege belong belongs solely to each member of the Stockholder Group Sellers and may be exclusively controlled only by each member of the Stockholder Group Seller Representative and shall not pass to (whether by operation of law or otherwise) or be claimed by Parent or its Affiliates, because the Company or any interests of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of its Affiliates were directly adverse to the Company and its SubsidiariesGroup Companies, on behalf of itself and such Seller(s) and/or the Waiving Parties, irrevocably waives and will not assert any Seller Representative at the time such communications were made. This right to the attorney-client privilege or other rights to any evidentiary privilege with respect to any shall exist even if such Privileged Communication occurring prior to communications may exist on the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by Companies’ computer system or in connection with this Agreementdocuments in Group Companies’ possession. Notwithstanding the foregoing, if in the event that a dispute arises after the Closing between Parent or the Company Group Companies and any of its Subsidiariestheir successors, on the one hand, and a third party Person other than Stockholder a party or their respective Affiliatesa Seller, on the other hand, Parent the Group Companies and the Company and its Subsidiaries their successors may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and party of any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholderinformation. [The parties further agree that K&E and its respective partners and employees are third party beneficiaries remainder of this Section 6.7page is intentionally left blank.]

Waiver of Conflicts Regarding Representation. Each party Parent agrees that, following the Closing, Xxxxxxxxxx Xxxxxxx LLP may serve as counsel to any of the Stockholders Representative, the Stockholders and any of their respective Affiliates in connection with any matters related to this Agreement hereby agrees (all such partiesand the transactions contemplated hereby, including any dispute that arises after the “Waiving Parties”) that K&E (Closing between Parent and/or the Surviving Corporation and any of their respective Subsidiaries or Affiliates, on the one hand, and the Stockholders Representative and/or the Stockholders and any successor thereto) may represent of their respective Affiliates, on the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”)other hand, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating matter related to this Agreement, any agreement entered into in connection herewith or Agreement and the transactions contemplated hereby (a “Transaction Dispute”), notwithstanding its (a) any representation (or any continued representation) by Xxxxxxxxxx Xxxxxxx LLP of the Company prior to the Closing Date or (b) that the interests of the Stockholders Representative, the Stockholders and its Subsidiaries any of their respective Affiliates may be directly adverse to Parent and the Surviving Corporation or their respective Subsidiaries. The Stockholders Representative and the Stockholders agree that, as to all communications among Xxxxxxxxxx Xxxxxxx LLP and the Company, the Stockholders Representative, Stockholders, or their respective Affiliates and representatives that relate in connection with any way to this Agreement and the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives Agreement (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Client Communications”), are privileged communications and the attorney-client privilege, privilege and the expectation of client confidence and all other rights with respect to any evidentiary privilege belong solely such Client Communications belongs to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group Surviving Corporation and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of ParentStockholders Representative, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Stockholders or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent and the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the ClosingStockholders Representative, the Company Stockholders and their respective Affiliates shall be permitted to access and use the Client Communications in connection with any Transaction Dispute, so long as such use would not reasonably be expected to waive any applicable privileges or protections that would reasonably be expected to be asserted against any unrelated third party to prevent disclosure of any Client Communications in a manner detrimental to Parent, the Surviving Corporation, or any of its Subsidiaries) may waive such privilege without their respective Subsidiaries or Affiliates (other than a de minimis, ministerial, or administrative matter). Neither the prior written consent Stockholders Representative nor the Stockholders, nor any of their respective Affiliates, shall assert ownership of the Stockholder. The parties further agree that K&E and its Client Communications, the attorney-client privilege, attorney work product privilege, or any other legal privilege or protection with respect to any Client Communications, against Parent, the Surviving Corporation, or any of their respective partners and employees are third party beneficiaries of this Section 6.7Subsidiaries or Affiliates.

Waiver of Conflicts Regarding Representation. Each party Recognizing that Xxxx, Xxxxx has acted as legal counsel to this Agreement the Sellers and their Affiliates (including the Business Companies) prior to the Closing, and that Xxxx, Xxxxx intends to act as legal counsel to the Sellers and their Affiliates after the Closing, (i) Buyer (on behalf of itself and the Business Companies, following the Closing) hereby waives on its own behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxx, Xxxxx representing the Sellers and their Affiliates after the Closing, and (ii) Buyer (on behalf of itself and the Business Companies, following the Closing) hereby agrees that, in the event that a dispute arises between or among any of Buyer or any of its Affiliates (all such partiesincluding, after the Closing, the “Waiving Parties”Business Companies) that K&E (and the Sellers or any successor thereto) of their Affiliates (including, prior to the Closing, the Business Companies), each of the parties hereto agrees that Xxxx, Xxxxx may represent the Stockholder Sellers or any direct of their Affiliates in such dispute even though the interests of the Sellers or indirect directorsuch Affiliate may be directly adverse to Buyer or any of its Affiliates (including, managerafter the Closing, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”Business Companies), and even though Xxxx, Xxxxx may have represented the Business Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Sellers or the Business Companies, Buyer (on behalf of itself and the Business Companies, following the Closing) hereby waives, on behalf of itself and each of its Affiliates, any conflict of interest in connection with such representation by Xxxx, Xxxxx. Buyer (on behalf of itself and the Business Companies, following the Closing) further agrees that, as to all communications among any disputeof Xxxx, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, Xxxxx and any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries Business Companies that relate in connection with any way to the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group Sellers and may be exclusively controlled by each member of the Stockholder Group Sellers and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries Buyer or any of the Waiving PartiesBusiness Companies. The parties hereto agree to take, will seek and to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or cause their respective Affiliates after to take, all steps necessary to implement the Closingintent of this Section 11.17. For Buyer acknowledges that it has had the avoidance of doubtopportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the Privileged Communications may be used by a member waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Xxxx, Xxxxx. This Section 11.17 is for the benefit of the Stockholder Group or any of Sellers, their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one handAffiliates, and a third party other than Stockholder or their respective AffiliatesXxxx, on the other hand, Parent and the Company and Xxxxx (including its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees employees), each of which are third intended third-party beneficiaries of this Section 6.711.17.

Waiver of Conflicts Regarding Representation. Each party Notwithstanding anything to this Agreement hereby agrees the contrary in any other agreement, recognizing that Weil, Gotshal & Mxxxxx LLP (all such parties, the “Waiving PartiesWeil”) that K&E (or any successor thereto) may represent has acted as legal counsel to the Stockholder or any direct or indirect directorStockholders’ Representative, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its the Company Subsidiaries and their respective Affiliates in connection with the Merger and the other transactions contemplated by this Agreementhereby, and Parent and each of that Weil intends to continue to act in those roles to the Company Stockholders’ Representative and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parentthe Company, the Company or any of Parent and Merger Sub each hereby waives, on its Subsidiaries, nor any Person purporting to act own behalf and on behalf of its Affiliates, any conflicts that have arisen or through may arise in connection with Weil representing the Stockholders’ Representative and its Affiliates prior to, at or after the Closing or the Stockholders’ Representative in contesting and settling any claims arising out of this Agreement or resolving any other disputes hereunder, including representing the Stockholders’ Representative and its Affiliates against Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubtMerger Sub, the Privileged Communications may be used by a member of the Stockholder Group or Company, any Company Subsidiary and/or any of their respective Affiliates in litigation, arbitration or mediation in connection with any dispute that relates therewith. Parent, Merger Sub and the Company each consents, on its own behalf on behalf of its Affiliates, to the transactions contemplated continued representation of the Stockholders’ Representative and its Affiliates by or Weil in connection with this Agreement. Notwithstanding the foregoingMerger notwithstanding the fact that Weil may have represented or advised, if a dispute arises between Parent and may currently or in the future represent or advise, the Company and and/or any of its SubsidiariesAffiliates with respect to unrelated matters and notwithstanding anything to the contrary in any other agreement. In addition, on the one handParent, and a third party other than Stockholder or their respective Affiliates, on the other hand, Parent Merger Sub and the Company each hereby acknowledges that its consent and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; providedwaiver under this Section 6.8 is voluntary and informed, howeverand that Parent, that neither Parent nor its Subsidiaries (including, following the Closing, Merger Sub and the Company have each obtained independent legal advice with respect to this consent and any of its Subsidiaries) may waive such privilege without waiver. Parent, Merger Sub and the prior written consent of the Stockholder. The parties further Company each agree that K&E and its respective partners and employees are Weil is an express third party beneficiaries beneficiary of this Section 6.76.8.

Waiver of Conflicts Regarding Representation. Each party Recognizing that Xxxx, Xxxxx has acted as legal counsel to this Agreement certain Merger Participants, and may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that Xxxx, Xxxxx intends to act as legal counsel to certain Merger Participants and/or the Seller Representative after the Closing, Parent hereby waives and agrees (all such partiesto cause the Company Group to waive, the “Waiving Parties”) any conflicts that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), arise in connection with Xxxx, Xxxxx representing any dispute, Merger Participants after the Closing in any litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith Agreement or the transactions contemplated hereby notwithstanding its representation hereby. Parent (on behalf of itself and, following the Closing, the Company Group) also further agrees that, as to all communications prior to the Closing among Paul, Weiss, on the one hand, and any Merger Participant, the Company Group or any continued representation) of their respective Affiliates or Representatives, on the Company and its Subsidiaries in connection with other hand, that relate exclusively to the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, privilege and the expectation of client confidence and all other rights belongs to any evidentiary privilege belong solely to each member of the Stockholder Group applicable Merger Participant and may be exclusively controlled by each member of the Stockholder Group applicable Merger Participant and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementGroup. Notwithstanding the foregoing, if in the event that a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, Group and a third party other than Stockholder a Merger Participant or any of their respective AffiliatesAffiliates after the Closing, on the other hand, Parent and the Company and its Subsidiaries such Person may assert or waive the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by Xxxx, Xxxxx to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) Group may waive such privilege without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Waiver of Conflicts Regarding Representation. Each party Recognizing that Pxxx, Wxxxx has acted as legal counsel to this Agreement the Blocker Seller, and may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that Pxxx, Wxxxx intends to act as legal counsel to the Blocker Seller after the Closing, Buyer hereby waives and agrees (all such partiesto cause the Company Group to waive, the “Waiving Parties”) any conflicts that K&E (or any successor thereto) may represent the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), arise in connection with Pxxx, Wxxxx representing the Blocker Seller after the Closing, including any dispute, litigation, claim, proceeding claim or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith Agreement or the transactions contemplated hereby notwithstanding its representation hereby. Buyer (on behalf of itself and, following the Closing, the Company Group) also further agrees that, as to all communications involving attorney-client confidences among Paul, Weiss, on the one hand, and the Blocker Seller, the Company Group or any continued representation) of their respective Affiliates or Representatives, on the Company and its Subsidiaries other hand, that relate in connection with any way to the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, privilege and the expectation of client confidence and all other rights belongs to any evidentiary privilege belong solely to each member of the Stockholder Group Blocker Seller and may be exclusively controlled by each member of the Stockholder Group Blocker Seller and shall not pass to or be claimed by Parent Buyer or the Company or any of its Subsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this AgreementGroup. Notwithstanding the foregoing, if in the event that a dispute arises between Parent Buyer, the Blocker Seller or the Company and any of its Subsidiaries, on the one hand, Group and a third party other than Stockholder the Blocker Seller or any of their respective AffiliatesAffiliates after the Closing, on the other hand, Parent and the Company and its Subsidiaries such Person may assert or waive the attorney-client privilege to prevent disclosure of Privileged Communications confidential communications by Pxxx, Wxxxx to such third party; provided, however, that neither Parent Buyer nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) Group may waive such privilege with respect to the Blocker Seller without the prior written consent of the Stockholder. The parties further agree that K&E and its respective partners and employees are third party beneficiaries of this Section 6.7Blocker Seller.

Waiver of Conflicts Regarding Representation. Each party to this Agreement Parent and the Company hereby agrees agree, on their own behalf and on behalf of the Surviving Corporation and their current and future directors, managers, equityholders, stockholders, members, partners, officers, employees and Affiliates and each of their successors and assigns (all such partiesPersons, the “Waiving Parties”) ), that K&E Xxxxxxxx & Xxxxx LLP (or any successor thereto) may represent the Stockholder Securityholders or any of their respective, direct or indirect directorindirect, managerdirectors, membermanagers, partnermembers, officerstockholders, employeepartners, equityholder officers, employees, equityholders or Affiliate thereof (the “Stockholder Group”)Affiliates, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreementor any Subsidiary thereof, and Parent and each of Parent and the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its SubsidiariesCompany, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&EXxxxxxxx & Xxxxx LLP, the Company and its SubsidiariesCompany, each member any Subsidiary of the Stockholder Group Company and/or any Securityholder and/or any director, officer, manager, member, partner, stockholder, equityholder, employee or Representative representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectivelyforegoing, in each case prior to the “Privileged Communications”)Closing Date, are may be privileged communications and the any corresponding attorney-client privilege, the privilege and/or expectation of client confidence and all other rights to any evidentiary privilege belong belongs solely to each member of the Stockholder Group Securityholders and may shall be exclusively controlled by each member of the Stockholder Group thereby and shall not pass to or be claimed by Parent or the Company or Surviving Corporation; provided, however, that in the event of any of its Subsidiaries, and from and after the Closing, none of dispute between Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group Surviving Corporation or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises between Parent or the Company and any of its Subsidiaries, on the one hand, and a third party (other than Stockholder or their respective Affiliatesa party to the Agreement), on the other hand, Parent and after the Company and its Subsidiaries may assert Effective Time, the Securityholders shall not waive such attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of its Subsidiaries) may waive such privilege without the prior written consent of Parent. Without limiting the Stockholder. The generality of the foregoing, from and after the Effective Time, (i) the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Surviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Corporation or the Subsidiaries shall be a holder thereof (except as against third parties further agree (other than a party to the Agreement)), (ii) to the extent that K&E files of Xxxxxxxx & Xxxxx LLP in respect of such engagement constitute property of the client, only the direct and its indirect holders of Company Common Stock and their respective partners Affiliates (and employees are third party beneficiaries not the Surviving Corporation and the Subsidiaries) shall hold such property rights and (iii) Xxxxxxxx & Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation or any of this Section 6.7the Subsidiaries by reason of such engagement between Xxxxxxxx & Xxxxx LLP and the Company or any of the Subsidiaries or otherwise.

Waiver of Conflicts Regarding Representation. Each party Notwithstanding anything to this Agreement hereby agrees the contrary in any other agreement, recognizing that (all such partiesa) Weil, the Gotshal & Xxxxxx LLP (“Waiving PartiesWeil”) that K&E (or any successor thereto) may represent has acted as legal counsel to the Stockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the “Stockholder Group”), in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation (or any continued representation) of the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&ESeller, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong solely to each member of the Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Subsidiaries, Subsidiaries and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each member of the Stockholder Group and, from and after the Closing, Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute the Acquisition and the other transactions contemplated hereby, and that relates Weil intends to continue to act as legal counsel to the transactions contemplated by or Seller, the Company and the Company Subsidiaries prior to Closing and as legal counsel to Seller and its Affiliates after the Closing and (b) Ernst & Young LLP (“E&Y”) has provided professional services to the Seller, the Company and the Company Subsidiaries and their respective Affiliates in connection with this Agreement. Notwithstanding the foregoingAcquisition and the other transactions contemplated hereby, if a dispute arises between Parent or and that E&Y intends to continue to provide professional services to the Seller, the Company and any of its Subsidiaries, on the one hand, Company Subsidiaries and a third party other than Stockholder or their respective Affiliates, on Affiliates prior to Closing and to provide professional services to the other hand, Parent and the Company Seller and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party; provided, however, that neither Parent nor its Subsidiaries (including, following Affiliates after the Closing, the Company hereby waives, on its own behalf and on behalf of its Affiliates, any conflicts that have arisen or may arise in connection with Weil and/or E&Y representing the Seller, the Company and the Company Subsidiaries and their respective Affiliates, prior to, at or after the Closing or the Seller in contesting and settling any claims arising out of this Agreement or resolving any other disputes hereunder, including representing the Seller and its Affiliates against the Company, any Company Subsidiary and/or its Affiliates in litigation, arbitration or mediation in connection therewith. The Purchaser and the Company each consents, on its own behalf and on behalf of its Affiliates, to the continued representation of the Seller and its Affiliates by Weil and E&Y in connection with the Acquisition notwithstanding the fact that Weil and/or E&Y may have represented, and may currently or in the future represent, the Company, the Purchaser and/or any of their respective Affiliates with respect to unrelated matters. In addition, the Purchaser and the Company each hereby acknowledges that its Subsidiaries) may waive such privilege without consent and waiver under this Section 7.7 is voluntary and informed, and that the prior written Purchaser and the Company have each obtained independent legal advice with respect to this consent of the Stockholderand waiver. The parties further Purchaser and the Company each agree that K&E Weil and its respective partners and employees E&Y are express third party beneficiaries of this Section 6.77.7.