Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each 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 a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.13.

Waiver of Conflicts Regarding Representation. Recognizing that XxxxEach party to this Agreement hereby agrees (all such parties, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (the “Members’ CounselWaiving Parties”) have acted as legal counsel to that K&E (or any successor thereto) may represent the MembersStockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the Management Sellers“Stockholder Group”), the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any dispute, litigation, claim, proceeding or obligation arising out of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing or relating to Members’ Counsel’s this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each continued representation) of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity Company and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate 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, privilege belong solely to each member of the Member Representative in any dispute with 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 Affiliates (includingSubsidiaries, 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 Acquired Entity member of the Stockholder Group and, from and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity 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 Subsidiaries)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 after the Closing between Parent or the Company and any Acquired Entityof its Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and Stockholder or their respective Affiliates, on the other hand, then Parent or Affiliate (to and the extent applicable) Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of confidential communications by a Members’ Counsel, and, in relation to its Subsidiaries) may waive such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s the prior written consentconsent of the Stockholder. The parties hereto further agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself that K&E and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each 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 a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which employees are intended third-third party beneficiaries of this Section 14.136.7.

Waiver of Conflicts Regarding Representation. (a) Recognizing that Xxxx, WeissXxxxx, RifkindXxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Chiomenti Studio Legale, Cuatrecasas Xxxxxxxxx Xxxxxxx, S.L.P., Xxxx Xxxxxxxx Nouel LLP, Xxxxxxx Gleiss Xxxx Xxxxx Xxxxxx LLPPartmbB Rechtsanwaelte Steuerberater, Xxxxxxx Xxxxxx N.V., Xxxxxxxx Xxxxx P.C.Xxxx Ltd, Xxxxxxx Shire & Meiselas, P.C. Dentons LLP and Xxxxxxx & XxxxxXxxxxxxx Kinstellar (collectively, LLP (the “Members’ CounselDeal Advisors”) have acted as legal counsel to the MembersSeller, the Management Sellers, the Acquired Entities its Affiliates and their respective Subsidiaries Representatives (collectively, the “Seller Parties”), and may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that Members’ Counsel may the Deal Advisors intend to act as legal counsel to the Members, the Management Sellers and/or their Affiliates Seller Parties after the Closing, (i) each of Parent the Buyer and each Acquired Entity after the Closing, the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel the Deal Advisors representing the Members, the Management Sellers and/or their Affiliates Seller Parties after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent the Buyer or any of their respective its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, Company Group) and any Member, Management Seller and/or their Affiliates Parties (including, prior to the Closing, each Acquired Entity the Company Group), the Buyer, the Company and each of their respective Subsidiaries), on the other hand, each of the parties hereto Parties hereby agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, Deal Advisors may represent any Member, Management Seller and/or their Affiliates Parties in such dispute even though the interests of such Member, Management Seller and/or such Affiliate Parties may be directly adverse to Parent, an Acquired Entity the Buyer or any of their respective its Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiariesthe Company Group), and even though Members’ Counsel the Deal Advisors may have represented the Acquired Entities and their respective Subsidiaries Company Group in a matter substantially related to such dispute, or may be handling ongoing matters for Seller Parties, the MembersBuyer and, Management Sellers and/or their Affiliatesafter the Closing, Parent and each Acquired Entity hereby the Company, waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Deal Advisors. (b) The Buyer and, after the Closing. Parent , the Company, further agrees agree that, as to all privileged communications occurring prior to the Closing among the Deal Advisors and the Company Group, and all pre-Closing attorney work product that relates in any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate way to the transactions contemplated by this Agreement, and all rights therein, including the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent Seller Parties and shall solely be controlled by Seller Parties and shall not pass to or its Affiliates (includingbe claimed by the Buyer, or, after the Closing, each Acquired Entity and each any member of their respective Subsidiaries) and shall be solely controlled by the Member Representative in Company Group, it being the intention of the Parties that all rights of any dispute with Parent Person under or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential attorney-client privilege, work product protection or other similar privilege or protection with respect to such privileged communications without Parent’s prior written consent. and pre-Closing work product, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Seller Parties. (c) The parties hereto Parties agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each 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 a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx(a) The Parties agree that, Weissnotwithstanding any current or prior representation of (1) the Company (which, Rifkindfor the avoidance of doubt, Xxxxxxx & Xxxxxxxx LLPexcludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. or any and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and all of their respective Subsidiaries predecessors and successors, (2) officers or directors of the Company as of immediately prior to the ClosingEffective Time, and that Members’ Counsel may act as legal counsel to (3) former Common Stock Directors of the MembersCompany, (4) the Xxxxxx Group or (5) any Covered Person (collectively, the Management Sellers and/or their Affiliates after “Represented Persons”, which, for the Closingavoidance of doubt, (iexcludes Xxxxxx) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (includingby Xxxxx Xxxxx, after the ClosingXxxxxx Xxxxxxxx, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other handXxxxxxx or Skadden, each of the parties hereto agree that Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx and Skadden will be allowed to represent any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity Represented Persons or any of their respective Affiliates at that time in any matters or disputes that, directly or indirectly, arise out of or relate to (including, after x) the Closing, each Acquired Entity Transaction Documents or any of the transactions and each of their respective Subsidiariesmatters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting Agreement), (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) the Split-Off (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (i) agree that Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden from representing) any of the Represented Persons or such Affiliates in connection with a Post-Closing Representation and (ii) waive any claim they have or may have that Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though Members’ Counsel Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden may have represented the Acquired Entities and their respective Subsidiaries Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Represented Persons or such Affiliates. (b) Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities acknowledges and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledgesagrees, on behalf of itself and its Affiliates Affiliates, that (includingi) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.20, be excluded from the assets possessed by the Company and its Subsidiaries at and after the ClosingEffective Time and shall be controlled and solely owned by Qurate on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter, each Acquired Entity and each shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.5 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective SubsidiariesRepresentatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.20(c) below. (c) To the extent access to (x) some of the Protected Information (other than Privileged Information) described in clause (x), (y) or (z) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (y) some of the Protected Information described in clause (x), (y) or (z) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (i) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (ii) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (i) and (ii), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and (b)) or (iii) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each has had of clause (i), (ii) or (iii) a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Qurate (who, as described in Section 5.20(b) shall, subject to the opportunity terms of this Section 5.20, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter) access solely to discuss such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (i) or (iii) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and obtain adequate does not), and agrees to use reasonable best efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (i) or (iii) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (ii) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.20(c), Parent and Qurate shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.20 shall not apply to any information concerning properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.20(c) and without any breach of this Agreement or any confidentiality agreement. Further, nothing contained in this Section 5.20 is intended to, and this Section 5.20 shall not in any respect, limit or expand the significance rights and material risks obligations of the parties pursuant to Section 5.3 hereof or the terms of the Tax Sharing Agreement, the Reorganization Agreement or Section 3(a)(v) or Section 6 of the Qurate Side Letter. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the parties set forth in this Section 5.20) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the right to access or use pursuant to Section 5.20(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and reasonable available alternatives towill not serve as a basis to restrict or limit any other rights or protections specified herein. (f) This Section 5.20 will be irrevocable, the waivers, permissions and other provisions no term of this AgreementSection 5.20 may be amended, including waived or modified in respect of any Protected Information or any Privileged Information without the opportunity prior written consent of Qurate, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.20 as to consult with counsel other than a Members’ Counselwhich no such consent is obtained shall be null and void. This Section 14.13 5.20 is for the benefit of the Members, Management Sellers applicable Represented Persons and their respective Affiliates, and Members’ Counsel (including their partners and employees), each of which are is an intended third-party beneficiaries beneficiary of this Section 14.135.20 and will be entitled to enforce this Section 5.20 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the Xxxxxx Group shall include The Xxxxx X. Xxxxxxxx Trust A (also known as The Xxxxx X. Xxxx Trust A) and The Xxxx X. Xxxxxx Trust A.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx(a) The Parties agree that, Weissnotwithstanding any current or prior representation of (i) the Company (which, Rifkindfor the avoidance of doubt, Xxxxxxx & Xxxxxxxx LLPexcludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. or any and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and all of their respective predecessors and successors, (ii) officers or directors of the Company or any of its Subsidiaries as of immediately prior to the ClosingEffective Time, and that Members’ Counsel may act as legal counsel to (iii) former members of the MembersCompany Board, (iv) the Xxxxxx Group, (v) the Xxxxxx Group, (vi) Liberty Media or (vii) any Covered Person (collectively, the Management Sellers and/or their Affiliates after the Closing, (i“Represented Persons”) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (includingby O’Melveny, after the ClosingXxxxx Xxxxx, each Acquired Entity and each of their respective Subsidiaries)Xxxxxx Xxxxxxxx, on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other handXxxxxxx or Xxxxxxx, each of the parties hereto agree that O’Melveny, Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx and Skadden will be allowed to represent any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity Represented Persons or any of their respective Affiliates at in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the Voting Agreement) or (y) the GCI Divestiture (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (A) agree that time O’Melveny, Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx and Skadden may each represent (includingand none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent O’Melveny, after Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden from representing) any of the ClosingRepresented Persons or such Affiliates in connection with a Post-Closing Representation and (B) waive any claim they have or may have that O’Melveny, each Acquired Entity and each Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Xxxxxxx has a conflict of their respective Subsidiaries)interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though Members’ Counsel O’Melveny, Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden may have represented the Acquired Entities and their respective Subsidiaries Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Represented Persons or such Affiliates. (b) Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities acknowledges and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledgesagrees, on behalf of itself and its Affiliates Affiliates, that (includingi) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.27, be excluded from the assets possessed by the Company and its Subsidiaries at and after the ClosingEffective Time and shall be controlled and solely owned by Liberty Media on behalf of all Represented Persons for all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter, each Acquired Entity and each shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.8 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective SubsidiariesRepresentatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.27(c) below. (c) To the extent access to (i) some of the Protected Information (other than Privileged Information) described in clause (i), (ii) or (iii) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (ii) some of the Protected Information described in clause (i), (ii) or (iii) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (A) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (B) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (A) and (B), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and Section 5.11(b)) or (C) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each has had of clause (A), (B) or (C), a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Liberty Media (who, as described in Section 5.27(b) shall, subject to the opportunity terms of this Section 5.27, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter) access solely to discuss such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (A) or (C) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and obtain adequate information concerning the significance and material risks ofdoes not), and agrees to use reasonable available alternatives tobest efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (A) or (C) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (B) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.27(c), Parent and Liberty Media shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.27(c), none of Parent, the waiversSurviving Corporation, permissions the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of O’Melveny, Xxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.27 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.27(c) and other provisions without any breach of this Agreement. Further, nothing contained in this Section 5.27 is intended to, and this Section 5.27 shall not in any respect, limit or expand the rights and obligations of the Parties pursuant to Section 5.3 or Section 5.4 hereof. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the Parties set forth in this Section 5.27) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the opportunity right to consult with counsel access or use pursuant to Section 5.27(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other than a Members’ Counselrights or protections specified herein. (f) This Section 5.27 will be irrevocable, and no term of this Section 5.27 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of Liberty Media, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.27 as to which no such consent is obtained shall be null and void. This Section 14.13 5.27 is for the benefit of the Membersapplicable Represented Persons, Management Sellers Liberty Media and their respective Affiliates, and Members’ Counsel (including their partners and employees), each of which are is an intended third-party beneficiaries beneficiary of this Section 14.135.27 and will be entitled to enforce this Section 5.27 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the Xxxxxx Group shall include The Xxxxx X. Xxxxxxxx Trust A (also known as The Xxxxx X. Xxxx Trust A) and The Xxxx X. Xxxxxx Trust A.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, WeissXxxxx, RifkindXxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“Members’ CounselXxxx, Xxxxx”) has acted as legal counsel to Representative and its Affiliates, and may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries Company Group prior to the Closing, and that Members’ Counsel may Xxxx, Xxxxx intends to act as legal counsel to the Members, the Management Sellers and/or their Representative and its Affiliates after the Closing, effective upon and conditioned upon the completion of the Closing, (i) each of Parent and each Acquired Entity the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel Xxxx, Xxxxx representing the Members, the Management Sellers and/or their Representative and its Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries the Company hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their its respective Affiliates (including, after the Closing, each Acquired Entity the Company Group) and each the Representative or any of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their its Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, Company Group) each of the parties hereto Parties agree that Xxxx, Xxxxx may represent the Representative or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their its Affiliates in such dispute even though the interests of such Member, Management Seller and/or the Representative or such Affiliate may be directly adverse to Parent, an Acquired Entity Parent or any of their its respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Company or the Company Subsidiaries), and even though Members’ Counsel Xxxx, Xxxxx may have represented the Acquired Entities and their respective Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their AffiliatesRepresentative, Parent and each Acquired Entity the Company hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the ClosingXxxx, Xxxxx. Parent and the Company further agrees agree that, as to all communications among any of Members’ CounselXxxx, Xxxxx, the Acquired Entities Company and/or the Company Subsidiaries, and their respective Subsidiaries all attorney work product that directly and specifically relate in any way to the transactions contemplated by this AgreementAgreement (the “Privileged Communications”), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall may be solely controlled by the Member Representative in any dispute with Parent and shall not pass to or its Affiliates (includingbe claimed by Parent, after Merger Sub, the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent Company or any Acquired Entity, on of the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consentCompany Subsidiaries. The parties hereto Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.1310.21. Parent acknowledges, on behalf of itself acknowledges that it and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has Company have 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 Xxxx, Xxxxx. Notwithstanding the foregoing, in the event that a Members’ Counseldispute arises between Parent or the Company, on the one hand, and a third party other than Representative or any of its Affiliates, on the other hand, Parent or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such third party. This Section 14.13 10.21 is for the benefit of the MembersRepresentative, Management Sellers and their its Affiliates, and Members’ Counsel Xxxx, Xxxxx (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.1310.21.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“MembersSellers’ Counsel”) has acted as legal counsel to the Seller Parties and their Affiliates, and may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Company Subsidiaries prior to the Closing, and that MembersSellers’ Counsel may intends to act as legal counsel to the Members, the Management Sellers and/or Seller Parties and their Affiliates after the Closing, (i) each of the Buyers and Buyer Parent and each Acquired Entity hereby waives, waives on its own behalf and agrees to cause its respective Affiliates (including, after the Closing, the Foreign Subsidiaries) to waive, any conflicts that may arise in connection with any of MembersSellers’ Counsel representing the Members, the Management Sellers and/or Seller Parties and their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity the Buyers and each of their respective Subsidiaries Buyer Parent hereby agrees that, in the event that a dispute arises between or among any of the Buyers, Buyer Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), on the one hand, and the Seller Parties or any Member, Management Seller and/or of their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), on the other hand, each of the parties hereto agree that Sellers’ Counsel may represent the Seller Parties or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management the Seller and/or Parties or such Affiliate may be directly adverse to Parentthe Buyers, an Acquired Entity Buyer Parent or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), and even though MembersSellers’ Counsel may have represented the Acquired Entities and their respective Foreign Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the MembersSeller Parties, Management Sellers and/or their Affiliates, the Buyers and Buyer Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective AffiliatesAffiliates (including, after the Closing, the Foreign Subsidiaries), any conflict of interest in connection with such representation by any of Members’ Counsel relating to MembersSellers’ Counsel’s representation prior to the Closing. The Buyers and Buyer Parent further agrees agree that, as to all communications among any of MembersSellers’ Counsel, the Acquired Entities and their respective Seller Parties and/or the Company Subsidiaries that directly and specifically relate to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative Seller Parties and their Affiliates in any dispute with the Buyers, Buyer Parent or its their Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries) and shall may be solely controlled by the Member Representative Seller Parties in any dispute with the Buyers, Buyer Parent or its their Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each 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 a Members’ Counsel7.4. This Section 14.13 7.4 is for the benefit of the MembersSeller Parties, Management Sellers and their Affiliates, and MembersSellers’ Counsel (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.4.

Waiver of Conflicts Regarding Representation. (a) Recognizing that Xxxx, WeissXxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“Members’ CounselXxxx Xxxxx” or the “API Transaction Advisor”) has acted as legal counsel to the API Sellers, the API Representative and their respective Affiliates (collectively, the “API Entity Parties”), and may be deemed to have acted as legal counsel to the MembersCompany Group Entities, the Management Sellers, the Acquired Entities Company Funds and their respective Subsidiaries Affiliates prior to the Closing, and that Members’ Counsel may the API Transaction Advisor intend to act as legal counsel and/or advisors to the Members, the Management Sellers API Entity Parties and/or their Affiliates Alabama Partners after the Closing, (i) each of Parent and each Acquired Entity the Companies hereby waiveswaive, on its their own behalf and agrees agree to cause its respective their Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel the API Transaction Advisor representing the Members, the Management Sellers and/or their Affiliates API Entity Parties or any Alabama Partner after the Closing relating in matters related to Members’ Counsel’s representation prior to this Agreement, the ClosingTransaction Documents and the transactions contemplated hereby and thereby (a “Covered Matter”), and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a transactional matter or a dispute arises after the Closing, between or among any of Parent the Acquiror Parties or any of their respective Affiliates (including, after the Closing, each Acquired Entity the Company Group Entities, the Company Funds and each of their respective SubsidiariesAffiliates), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired API Entity and each of their respective Subsidiaries)Party or any Alabama Partner, on the other handother, (x) each of the parties hereto Acquiror Parties agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, API Transaction Advisor may represent any Member, Management Seller and/or their Affiliates such API Entity Party or such Alabama Partner in such transactional matter or dispute even though the interests of such Member, Management Seller and/or such Affiliate API Entity Party or Alabama Partner may be directly adverse to Parent, an Acquired Entity Acquiror Party or any of their respective its Affiliates at that time (including, after the Closing, each Acquired Entity the Company Group Entities, the Company Funds and each of their respective SubsidiariesAffiliates), and (y) even though Members’ Counsel the API Transaction Advisor may have represented the Acquired Entities and Company Group Entities, the Company Funds or their respective Subsidiaries Affiliates in a matter substantially related to such transactional matter or dispute, or may be handling ongoing matters for the MembersAPI Entity Parties, Management Sellers and/or their Affiliateseach of the Acquiror Parties and, Parent and each Acquired Entity hereby after the Closing, the Companies, waive, on behalf of themselves themselves, the Company Group Entities and the Company Funds and each of their respective Affiliates, any conflict of interest in connection with such representation by the API Transaction Advisor. Notwithstanding the foregoing, this Section 6.9(a) shall not authorize the API Transaction Advisor to act as litigation counsel to any Alabama Partner or API Entity in connection with any Proceeding arising under this Agreement, the other Transaction Documents, and the transactions contemplated herein and therein. Notwithstanding the foregoing, this Section 6.9 shall not constitute a waiver by any Acquiror Party of Members’ Counsel relating to Members’ Counsel’s representation prior any legal conflict to the extent of authorizing the API Transaction Advisors to serve as litigation counsel in connection with any dispute. (b) The Acquiror Parties and, after the Closing. Parent , the Companies, further agrees agree that, as to all communications among any of Members’ Counselthe API Transaction Advisor, the Acquired Entities Company Group Entities, the Company Funds and their respective Subsidiaries Affiliates, and all attorney work product, in each case that directly and specifically relate in any way to the transactions contemplated by this AgreementCovered Matter, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative API Entity Parties and shall solely be controlled by the API Entity Parties and shall not pass to or be claimed by Acquiror Parties or, after the Closing, the Company Group Entities, the Company Funds or any of their Affiliates, it being the intention of the parties hereto that all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) vested solely in such API Entity Parties; provided that the API Entity Parties shall not be entitled to voluntarily waive such privilege as to third parties with respect to information relating to the Company Group Entities without the consent of the applicable Company Group Entity. Except as provided in the previous sentence, All communications among the API Transaction Advisor, the Company Group Entities, the Company Funds and their Affiliates, and all attorney work product, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege shall pass to and be claimed by the Company Group Entities, the Company Funds or any of their Affiliates (including after the Closing, the Acquiror Parties), it being the intention of the parties hereto that all rights of any Person under or with respect to such attorney-client privilege, work product protection or other similar privilege or protection, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall, as of the Closing Date, be transferred to, and vested solely in, such Company Group Entities, the Company Funds and their Affiliates (including after the Closing, the Acquiror Parties). (c) Recognizing that Xxxx, Xxxxxxx & Xxxxxx LLP (“Weil”), Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) and Xxxxxxxx & Sterling LLP (“Shearman”) (collectively, the “Acquiror Transaction Advisors” and together with the API Transaction Advisor, the “Transaction Advisors”) have acted as legal counsel to the Acquiror Parties and their respective Affiliates (collectively, the “Acquiror Entity Parties”), and that the Acquiror Transaction Advisors intend to act as legal counsel and/or advisors to the Acquiror Entity Parties and/or the Company Group Entities after the Closing, (i) the API Sellers and the Companies hereby waive, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may arise in connection with the Acquiror Transaction Advisors representing the Company Group Entities after the Closing in matters related to this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, and (ii) in the event that a transactional matter or a dispute with Parent (but not a Proceeding) arises after the Closing between or its among the Acquiror Parties or any of their Affiliates (including, after the Closing, the Company Group Entities, the Company Funds and their Affiliates) and any API Entity Party or any Alabama Partner, (x) each Acquired of the API Entity Parties agree that the Acquiror Transaction Advisors may represent such Acquiror Entity Party or such Company Group Entity in such transactional matter or dispute even though the interests of such Acquiror Entity Party or such Company Group Entity may be directly adverse to an API Entity Party or any of its Affiliates, and (y) even though the Acquiror Transaction Advisors may have represented the Acquiror Entity Parties in a matter substantially related to such transactional matter or dispute, or may be handling ongoing matters for the Acquiror Entity Parties (and, after the Closing, Company Group Entities, the Company Funds or their Affiliates), the API Sellers and, after the Closing, the Companies, waive, on behalf of themselves, the Company Group Entities and the Company Funds and each of their respective Subsidiaries) and shall be solely controlled Affiliates, any conflict of interest in connection with such representation by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries)Acquiror Transaction Advisors. Notwithstanding the foregoing, if a dispute arises after this Section 6.9(c) shall not authorize Weil, Xxxxx Xxxx or Xxxxxxxx to act as litigation counsel to any Acquiror Party in connection with any Proceeding arising under this Agreement, the Closing between Parent or any Acquired Entity, on the one handother Transaction Documents, and the transactions contemplated herein and therein. Notwithstanding the foregoing, this Section 6.9 shall not constitute a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (waiver by any API Entity Party of any legal conflict to the extent applicableof authorizing the Acquiror Transaction Advisors to serve as litigation counsel in connection with any dispute. (d) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto Parties agree to take, and to cause their respective Affiliates to take, all commercially reasonable steps necessary to implement the intent of this Section 14.136.9. Parent acknowledgesEach API Seller acknowledges and agrees, on behalf of itself the Company Group Entities, the Company Funds and its Affiliates (includingtheir Affiliates, and each Acquiror Party acknowledges and agrees, on behalf of itself and, after the Closing, each Acquired Entity the Company Group Entities, the Company Funds and each of their respective Subsidiaries)Affiliates, that each 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 a Members’ CounselTransaction Advisors. This Section 14.13 6.9 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel Transaction Advisors (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.136.9.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, Xxxxxxx Pxxx Xxxxx and Cxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, Bxxxxxxxx LLP (collectively, “Members’ Seller’s Counsel”) have acted as legal counsel to the MembersSeller, the Management Sellers, the Acquired Entities Seller’s Representative and their respective Affiliates, and have acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that Members’ Seller’s Counsel may intend to act as legal counsel to the MembersSeller, the Management Sellers and/or Seller’s Representative and their respective Affiliates after the Closing, (i) each of Parent the Buyer, Merger Sub I and each Acquired Entity hereby waives, Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of the Surviving Company and agrees to cause its respective Affiliates to waive, each Subsidiary of the Surviving Company) hereby waives any conflicts that may arise in connection with any of Members’ Seller’s Counsel representing the MembersSeller, the Management Sellers and/or Seller’s Representative and their respective Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parentthe Buyer, each Acquired Entity Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of the Surviving Company and each Subsidiary of their respective Subsidiaries 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 its Subsidiaries) and the Seller, the Seller’s Representative or their respective Affiliates (including, prior to the Closing, the Company and the Company Subsidiaries), any of Parent Seller’s Counsel may represent the Seller, the Seller’s Representative or any of their respective Affiliates in such dispute even though the interests of the Seller, the Seller’s Representative or such Affiliate may be directly adverse to the Buyer or any of their respective Affiliates (including, after the Closing, each Acquired Entity the Surviving Company and each of their respective its Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), ) and even though Members’ Seller’s Counsel may have represented the Acquired Entities and their respective Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for each of the MembersBuyer, Management Sellers and/or their AffiliatesMerger Sub I and Merger Sub II LLC (on its own behalf and, Parent and each Acquired Entity hereby waiveas of the Closing, on behalf of themselves 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 any of Members’ Counsel relating to Members’ Seller’s Counsel’s representation prior to . Each of the Buyer, Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing. Parent , on behalf of the Surviving Company and each Subsidiary of the Surviving Company) further agrees that, as to all communications among any of Members’ Seller’s Counsel, the Acquired Entities and their respective Company or the Company Subsidiaries that directly and specifically relate in any way to the negotiations of this Agreement or otherwise relate to any potential sale of the Company or the transactions contemplated by this Agreementhereby, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Seller and the Seller’s Representative in and may be controlled by the Seller and the Seller’s Representative and shall not pass to or be claimed by the Buyer, the Surviving Company or any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if in the event that a dispute arises after between the Closing between Parent Buyer, the Company or any Acquired Entitythe Company Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Seller or any of its Affiliates, on the other hand, then Parent or Affiliate (to after the extent applicable) Closing, such Person may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation Seller’s Counsel to such disputethird party; provided, no Memberhowever, Management Seller, that neither the Buyer nor the Company or Affiliate of either shall be permitted to the Company Subsidiaries may waive its attorney-client such privilege with respect to such confidential communications without Parent’s the prior written consentconsent of the Seller’s Representative. The parties hereto agree to take, and to cause their respective Affiliates take to take, all steps necessary to implement the intent of this Section 14.137.14. Parent acknowledgesEach of the Buyer, Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity Surviving Company and each Subsidiary of their respective Subsidiaries), the Surviving Company) acknowledges that each 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 a Members’ Seller’s Counsel. This Section 14.13 7.14 is for the benefit of the MembersSeller, Management Sellers the Seller’s Representative and their respective Affiliates, and Members’ Seller’s Counsel (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.14.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx(a) The Parties agree that, Weissnotwithstanding any current or prior representation of (i) the Company (which, Rifkindfor the avoidance of doubt, Xxxxxxx & Xxxxxxxx LLPexcludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. or any and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and all of their respective predecessors and successors, (ii) officers or directors of the Company or any of its Subsidiaries as of immediately prior to the ClosingEffective Time, and that Members’ Counsel may act as legal counsel to (iii) former members of the MembersCompany Board, (iv) the Mxxxxx Group, (v) the Mxxxxx Group, (vi) Liberty Media or (vii) any Covered Person (collectively, the Management Sellers and/or their Affiliates after the Closing, (i“Represented Persons”) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (includingby O’Melveny, after the ClosingBxxxx Bxxxx, each Acquired Entity and each of their respective Subsidiaries)Pxxxxx Axxxxxxx, on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other handXxxxxxx or Sxxxxxx, each of the parties hereto agree that O’Melveny, Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx and Skadden will be allowed to represent any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity Represented Persons or any of their respective Affiliates at in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the Voting Agreement) or (y) the GCI Divestiture (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (A) agree that time O’Melveny, Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx and Skadden may each represent (includingand none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent O’Melveny, after Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx or Skadden from representing) any of the ClosingRepresented Persons or such Affiliates in connection with a Post-Closing Representation and (B) waive any claim they have or may have that O’Melveny, each Acquired Entity and each Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx or Sxxxxxx has a conflict of their respective Subsidiaries)interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though Members’ Counsel O’Melveny, Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx or Skadden may have represented the Acquired Entities and their respective Subsidiaries Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Represented Persons or such Affiliates. (b) Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities acknowledges and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledgesagrees, on behalf of itself and its Affiliates Affiliates, that (includingi) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.27, be excluded from the assets possessed by the Company and its Subsidiaries at and after the ClosingEffective Time and shall be controlled and solely owned by Liberty Media on behalf of all Represented Persons for all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter, each Acquired Entity and each shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.8 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective SubsidiariesRepresentatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.27(c) below. (c) To the extent access to (i) some of the Protected Information (other than Privileged Information) described in clause (i), (ii) or (iii) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (ii) some of the Protected Information described in clause (i), (ii) or (iii) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (A) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (B) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (A) and (B), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and Section 5.11(b)) or (C) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each has had of clause (A), (B) or (C), a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Liberty Media (who, as described in Section 5.27(b) shall, subject to the opportunity terms of this Section 5.27, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter) access solely to discuss such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (A) or (C) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and obtain adequate information concerning the significance and material risks ofdoes not), and agrees to use reasonable available alternatives tobest efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (A) or (C) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (B) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.27(c), Parent and Liberty Media shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.27(c), none of Parent, the waiversSurviving Corporation, permissions the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of O’Melveny, Bxxxx Bxxxx, Pxxxxx Axxxxxxx, Xxxxxxx or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.27 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.27(c) and other provisions without any breach of this Agreement. Further, nothing contained in this Section 5.27 is intended to, and this Section 5.27 shall not in any respect, limit or expand the rights and obligations of the Parties pursuant to Section 5.3 or Section 5.4 hereof. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the Parties set forth in this Section 5.27) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the opportunity right to consult with counsel access or use pursuant to Section 5.27(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other than a Members’ Counselrights or protections specified herein. (f) This Section 5.27 will be irrevocable, and no term of this Section 5.27 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of Liberty Media, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.27 as to which no such consent is obtained shall be null and void. This Section 14.13 5.27 is for the benefit of the Membersapplicable Represented Persons, Management Sellers Liberty Media and their respective Affiliates, and Members’ Counsel (including their partners and employees), each of which are is an intended third-party beneficiaries beneficiary of this Section 14.135.27 and will be entitled to enforce this Section 5.27 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.27 and Section 1 of the Liberty Media Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the Mxxxxx Group shall include The Txxxx X. Xxxxxxxx Trust A (also known as The Txxxx X. Xxxx Trust A) and The Exxx X. Xxxxxx Trust A.

Waiver of Conflicts Regarding Representation. Recognizing that XxxxPaul, WeissWexxx, Rifkind, Xxxxxxx Wharton & Xxxxxxxx LLPXxxxxson XXX ("Xaul, Xxxxx Xxxxxxxxxx & Xxxx LLPWexxx") xxx xcted as legal counsel to Kohlberg Management VI, Xxxxxxx Xxxxx Xxxxxx LLPL.L.C. ("Kohlberg") and its Affiliates, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP (“Members’ Counsel”) may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries Company Parties prior to the Closing, and that Members’ Counsel may Paul, Wexxx inxxxxx to act as legal counsel to the Members, the Management Sellers and/or their Kohlberg and its Affiliates after the Closing, (i) each of Parent and each Acquired Entity the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates Subsidiaries to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the MembersPaul, the Management Sellers and/or their Wexxx rexxxxxnting Kohlberg and its Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, including in Kohlberg's or one of its Affiliate's capacity as the Sellers' Representative and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries the Company hereby agrees that, in the event that a dispute arises between or among any of Parent Parent, Buyer or any of their respective Affiliates (including, after the Closing, each Acquired Entity the Company and each its Subsidiaries) and Kohlberg or any of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their its Affiliates (including, prior to the Closing, each Acquired Entity the Company and each of their respective its Subsidiaries), on the other hand, ) each of the parties hereto agree agrees that Paul, Wexxx max xxxresent Kohlberg or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their its Affiliates in such dispute even though the interests of such Member, Management Seller and/or Kohlberg or such Affiliate may be directly adverse to Parent, an Acquired Entity Buyer or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Company or its Subsidiaries), and even though Members’ Counsel may have Paul, Wexxx max xxxe represented the Acquired Entities and their respective Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Kohlberg. Parent, Buyer and the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity Company hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to Paul, Wexxx. Xxxxx and the Closing. Parent Company further agrees agree that, as to all communications among any of Members’ CounselPaul, Weiss, the Acquired Entities Company and/or any Subsidiary, and their respective Subsidiaries all attorney work product that directly and specifically relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity Kohlberg and each of their respective Subsidiaries) may be controlled by Kohlberg and shall not pass to or be solely controlled claimed by Parent, Buyer, the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent Company or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consentSubsidiary. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.137.05. Parent acknowledges, on behalf of itself and its Affiliates (including, after Buyer acknowledge that it and the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has Company have 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 a Members’ CounselPaul, Wexxx. This Xxxx Section 14.13 7.05 is for the benefit of the MembersSellers' Representative, Management Sellers and their its Affiliates, and Members’ Counsel Paul, Wexxx (including their ixxxxxing its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.05.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx(a) The Parties agree that, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & Meiselas, P.C. and Xxxxxxx & Xxxxx, LLP notwithstanding any current or prior representation of (“Members’ Counsel”1) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with Company or any of Members’ Counsel representing the Membersits Subsidiaries, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, or any and (ii) each of Parent, each Acquired Entity and each all of their respective Subsidiaries hereby agrees thatpredecessors and successors, or (2) any current or former general or limited partners, members, investors, stockholders, managers, officers, directors, employees, agents, assignees or Representatives of any of the Persons set forth in clause (1), in the event that a dispute arises between or among any of Parent each case or any of their respective Affiliates (includingcollectively, after the Closing“Represented Persons”) by Kxxxxxxx & Exxxx or Mxxxxx Xxxxxxx, each Acquired Entity of Kxxxxxxx & Exxxx and each Mxxxxx Xxxxxxx will be allowed to represent any of the Represented Persons or any of their respective Subsidiariesaffiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the Pre-Closing Reorganization), on (y) any other of the one handCollective Agreements or the transactions and matters contemplated thereby, or (z) Bobcat or the Bobcat Transaction (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and any Memberagrees to cause its Affiliates to, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and i) agree that each of their respective Subsidiaries)Kxxxxxxx & Exxxx and Mxxxxx Xxxxxxx may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent Kxxxxxxx & Exxxx, on the Mxxxxx Xxxxxxx or any such other hand, each legal representative from representing) any of the parties hereto agree Represented Persons or such affiliates in connection with a Post-Closing Representation and (ii) waive any claim they have or may have that Kxxxxxxx & Exxxx or Mxxxxx Xxxxxxx has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any of Members’ Counsel maycase, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of the Represented Persons or such Member, Management Seller and/or such Affiliate affiliates may be directly adverse to Parent, an Acquired Entity Parent or any of their respective its Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), and even though Members’ Counsel Kxxxxxxx & Exxxx or Mxxxxx Xxxxxxx may have represented the Acquired Entities and their respective Subsidiaries Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Represented Persons or such affiliates. (b) Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities acknowledges and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledgesagrees, on behalf of itself and its Affiliates Affiliates, that (includingi) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this ‎Section 6.6, be excluded from the assets possessed by the Company and its Subsidiaries at and after the ClosingEffective Time and shall be controlled and solely owned by Company Parent on behalf of all Represented Persons, each Acquired Entity and each shall not pass to or be claimed by the Surviving Company, Parent or its Affiliates, and (ii) neither Company Parent nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective Subsidiaries)Representatives, that each has had with access to any Protected Information or any Privileged Information. (c) For the opportunity avoidance of doubt, none of Parent, the Surviving Company or their respective Affiliates will have any rights or access to discuss and obtain adequate information concerning any Protected Information or any Privileged Information, wherever maintained. Further, none of Parent, the significance and material risks ofSurviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of Kxxxxxxx & Exxxx, Mxxxxx Xxxxxxx or any such other legal representative referred to in this ‎Section 6.6. (d) This ‎Section 6.6 will be irrevocable, and reasonable available alternatives to, the waivers, permissions and other provisions no term of this Agreement‎Section 6.6 may be amended, including waived or modified in respect of any Protected Information or any Privileged Information without the opportunity prior written consent of Company Parent, on behalf of the Represented Persons. Any such amendment, waiver or modification of this ‎Section 6.6 as to consult with counsel other than a Members’ Counselwhich no such consent is obtained shall be null and void. This Section 14.13 ‎Section 6.6 is for the benefit of the Members, Management Sellers applicable Represented Persons and their Affiliates, and Members’ Counsel (including their partners and employees)respective affiliates, each of which are is an intended third-party beneficiaries beneficiary of this Section 14.13‎Section 6.6 and will be entitled to enforce this ‎Section 6.6 against the Parties hereto in such capacity. (e) For the avoidance of doubt, references to Affiliates of Parent shall include the Surviving Company following the Effective Time.

Waiver of Conflicts Regarding Representation. Recognizing that Xxxx, Weiss, Rifkind, (a) Each of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxxxxxxxx & Xxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP, Xxxxxxx Xxxxx P.C., Xxxxxxx Shire & MeiselasXxxxxx, P.C. and Xxxxxxx & XxxxxShepherd and Wedderburn (collectively, LLP (“Members’ Company Counsel”) have has acted as legal counsel to for the MembersCompany in connection with the sale of the Company, including the Management Sellersprocess by which the Company solicited, the Acquired Entities discussed and their respective Subsidiaries negotiated strategic alternatives prior to the Closingdate hereof, this Agreement and the other agreements referenced herein or therein and the transactions contemplated hereby and thereby (the “Engagement”) and, in that Members’ 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 may act as legal counsel in the Engagement. Notwithstanding anything contained herein to the Memberscontrary, if the Management Sellers 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 their Affiliates any Seller (each, a “Company Party”) after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise Closing in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior matter related to the Closing, matters contemplated by this Agreement or any other agreements referenced herein or therein or any disagreement or dispute relating thereto and (ii) each may in connection therewith represent the agents or Affiliates of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees thatany Company Party, in the event that a dispute arises between or among any of Parent the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving Buyer, or any of their respective Affiliates its agents or Affiliates. (including, after b) To the Closing, each Acquired Entity and each of their respective Subsidiaries)extent that communications between any Company Party, on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries)Company Counsel, on the other hand, each 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 parties hereto agree that Company Parties. Neither Buyer, nor any of Members’ Counsel mayits Affiliates, shall have access to any such communications or the files or work product of Company Counsel, to the extent permitted by applicable ethics rulesthat they relate solely to the Engagement, represent any Memberwhether or not the Closing occurs. Without limiting the generality of the foregoing, Management Seller and/or their Affiliates in such dispute even though the interests Buyer acknowledges and agrees, for itself and on behalf of such Memberits Affiliates, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, upon and after the Closing: (i) the Holders Representative, each Acquired Entity for and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves the Company Parties, and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Company Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after sole holders of the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree information that relates solely to takethe Engagement, and neither Buyer nor any of its Affiliates, shall be a holder thereof; (ii) to cause their respective Affiliates the extent that files or work product of Company Counsel that relate solely to takethe Engagement constitute property of the client, all steps necessary to implement only the intent of this Section 14.13. Parent acknowledgesHolders Representative, for and on behalf of itself 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 (including, after with only that information that solely relates to the Closing, each Acquired Entity and each of their respective SubsidiariesEngagement redacted), that each 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 a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.13.71