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 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. 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 Represented Persons 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 such 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 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. (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 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)API Transaction Advisor. Notwithstanding the foregoing, if a dispute arises after this Section 6.9(a) shall not authorize the Closing between Parent API Transaction Advisor to act as litigation counsel to any Alabama Partner or API Entity in connection with any Acquired EntityProceeding arising under this Agreement, 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 Acquiror Party of any legal conflict to the extent applicable) may assert of authorizing the attorney-client privilege API Transaction Advisors to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, serve as litigation counsel in relation to such connection with any 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 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, 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. 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 Represented Persons 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 14.13affiliates.

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, 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 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 14.13Deal Advisors.