Common use of Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege Clause in Contracts

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs acknowledges that Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP (“Prior Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its Subsidiaries, the Company Equity Holders and the Securityholder Representative, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with respect to this Agreement and the other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, the Merger Subs or any of their Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matters”), Prior Counsel may represent a Designated Person in connection with such matters. Accordingly, each of Parent and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Summit acknowledges that Oxxxxx, Hxxxxxxxxx Xxxxxxxx & Sxxxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its SubsidiariesCementos, the Company Equity Holders Argos Parties, the ANAC Companies and the Securityholder Representativetheir Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the other agreements or transactions contemplated hereby Transaction Documents (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such and the other agreements or in connection with such transactionsTransaction Documents) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any and the other agreements or transactions contemplated hereby Transaction Documents (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such and the other agreements or in connection with such transactionsTransaction Documents) and (y) in which Parent, the Merger Subs Summit or any of their Affiliates its Subsidiaries (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Summit and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates Subsidiaries to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Summit or any of its Affiliates Subsidiaries (including the Company and its Subsidiaries), and even though Prior Company Counsel may (A) have represented the Company or its Subsidiaries in a matter substantially related to such disputedispute or (B) be currently representing the Company or any of its Subsidiaries. Without limiting the foregoing, each of Parent, the Merger Subs Summit and the Company (each on behalf of itself and its AffiliatesSubsidiaries) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company and or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs acknowledges that OxxxxxXxxxxxx Xxxxx LLP, Hxxxxxxxxx & Sxxxxxxxx LLP XxXxxxxxxx Xxxxxxxx, P.C. and other legal counsel (“"Prior Company Counsel”") hashave, on or prior to the Closing Date, represented the Company and one or more Affiliates of the Company or ("Designated Persons") in one or more of its Subsidiaries, the Company Equity Holders and the Securityholder Representative, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, with respect matters relating to this Agreement and the or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “"Existing Representation”"), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, the Merger Subs Parent or any of their its Affiliates (including the Company and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “"Post-Closing Matters”Matter"), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Parent, Merger Sub and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “"Post-Closing Representations”"), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent and/or Merger Sub or any of its Affiliates (including the Company and its SubsidiariesCompany), and even though Prior Company Counsel may (i) have represented the Company or its Subsidiaries Affiliates in a matter substantially related to such disputedispute or (ii) be currently representing Parent, the Company or any of their respective Affiliates. Without limiting the foregoing, each of Parent, the Merger Subs Sub and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries Affiliates or Prior Company Counsel’s 's duty of confidentiality as to the Company and or any of its Subsidiaries Affiliates and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Buyer acknowledges that Oxxxxx, Hxxxxxxxxx Xxxxxx & Sxxxxxxxx Xxxxxxx LLP (“Prior CounselL&W”) has, on or prior to the Closing Date, represented one or more of the Company or Holder Representative, one or more of its SubsidiariesHolders, the Company Equity Holders Company, and the Securityholder RepresentativeCompany’s Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), ) in each case, connection with respect to this Agreement and the or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigationlawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionstransactions contemplated hereby) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigationlawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionstransactions contemplated hereby) and (y) in which Parent, the Merger Subs Buyer or any of their its Affiliates (including the Company Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to in a dispute with each other (each, a “Post-Closing MattersMatter”), Prior Counsel may the Designated Persons reasonably anticipate that L&W will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Buyer and the Company (on its own behalf and on behalf of its Subsidiaries) Surviving Corporation hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Counsel L&W of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), ) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel L&W may represent one or more Designated Persons in such a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including the Company Surviving Corporation and its Subsidiaries), and even though Prior Counsel L&W may (A) have represented the Company or Company, its Subsidiaries or a Designated Person in a matter substantially related to such disputedispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representations. Without limiting the foregoing, each of Parent, the Merger Subs Buyer and the Company Surviving Corporation (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, L&W to the Designated Persons of any information learned by Prior Counsel L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company Surviving Corporation or any of its Subsidiaries or Prior Counseland/or L&W’s duty of confidentiality as to the Company and Surviving Corporation or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing. (b) Each of Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any communication between L&W, on the one hand, and any Designated Person or the Company or any of its Subsidiaries (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by L&W, occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Surviving Corporation and their respective Affiliates, it being the intention of the Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waiver or otherwise control such Pre-Closing Privileges, shall not be claimed or used by Buyer, the Surviving Corporation or their respective Affiliates, except as provided in the last sentence of this Section 13.16(b). Furthermore, each of Buyer and the Surviving Corporation (on behalf of themselves and their respective Affiliates) acknowledges and agrees that any advice given solely to or communication solely with any of the Designated Persons shall not be subject to any joint privilege (whether or not the Surviving Corporation or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons post-Closing. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Surviving Corporation or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, the Surviving Corporation shall (and shall cause its Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such third party; it being understood and agreed that such privilege may be waived only with the prior written consent of the Holder Representative.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent Purchaser and the Merger Subs acknowledges NewCo acknowledge that Oxxxxx, Hxxxxxxxxx Xxxxx & Sxxxxxxxx XxXxxxxx LLP (“Prior Parent Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of Parent and its Subsidiaries, the Company Equity Holders and the Securityholder RepresentativeAffiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiariesany Transferred Subsidiary or any Transferred Joint Venture, a “Designated Person”), ) in each case, with respect one or more matters solely relating to this Agreement and the other agreements or transactions contemplated hereby (including any such matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) (each, an “Existing Representation”), and that, in the event of any post-matters that arise following the Closing matters (xi) relating solely to this Agreement or any other agreements or transactions contemplated hereby (including any such matter that may be related to a litigation, claim or dispute solely arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) and (yii) in which Parent, the Merger Subs Purchaser or any of their its Affiliates or NewCo or any of its Affiliates (including the Company Transferred Subsidiaries and its SubsidiariesTransferred Joint Ventures after the Closing), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Parent Counsel may shall represent a Designated Person them in connection with such mattersPost-Closing Matter. Accordingly, each of Parent Purchaser and the Company (on its own behalf and on behalf of its Subsidiaries) NewCo hereby (iA) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Parent Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Parent Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Purchaser, NewCo or any of its their respective Affiliates (including the Company Transferred Subsidiaries and its Subsidiariesthe Transferred Joint Ventures after the Closing), and even though except in any case in which Prior Parent Counsel may (x) have represented one or more of the Company Transferred Subsidiaries or its Subsidiaries Transferred Joint Ventures in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs and the Company dispute or (each on behalf of itself and its Affiliatesy) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of be currently representing any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Transferred Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the ClosingTransferred Joint Ventures.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Acquiror Party acknowledges that Oxxxxx, Hxxxxxxxxx Lxxxxx & Sxxxxxxxx Wxxxxxx LLP (“Prior Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its SubsidiariesStockholder, the Company Equity Holders and the Securityholder Representativeits Subsidiaries and their respective Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the or any other agreements Transaction Agreements or transactions contemplated hereby or thereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements Transaction Agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements Transaction Agreements or in connection with such transactions) ), and (y) in which ParentAcquiror, the Merger Subs Subs, or any of their Affiliates (including any of the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matters”), the Designated Persons reasonably anticipate that Prior Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Acquiror and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, assert any conflict of interest arising out of or relating to the representation by Prior Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Acquiror or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or and its Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of ParentAcquiror, the Merger Subs Subs, and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs acknowledges Buyers acknowledge that Oxxxxx, Hxxxxxxxxx Xxxxxxxx & Sxxxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its SubsidiariesSellers, the Company Equity Holders and the Securityholder RepresentativeCompanies, other Affiliates of Sellers, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiarieseither Company, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) and (y) in which Parent, the Merger Subs Buyers or any of their Affiliates (including the Company and its SubsidiariesCompanies), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Buyers and the Company (on its own behalf and on behalf of its Subsidiaries) Companies hereby (i) waives waive and shall not assert, and agrees agree after the Closing to cause its their Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.and

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Buyer acknowledges that Oxxxxx, Hxxxxxxxxx Xxxxxxxx & Sxxxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its SubsidiariesSeller, the Company Equity Holders and the Securityholder Representativeother Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its SubsidiariesCompany, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) (each, an “Existing Representation”), and that, in the event of any post-Closing post‑Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) and (y) in which Parent, the Merger Subs Buyer or any of their its Affiliates (including the Company and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Buyer and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including the Company and its SubsidiariesCompany), and even though Prior Company Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs Buyer and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Industrea acknowledges that OxxxxxXxxxxx & Xxxxxxx LLP, Hxxxxxxxxx & Sxxxxxxxx Xxxxxxx Xxxxx LLP and other legal counsel (“Prior Company Counsel”) hashave, on or prior to the Closing Date, represented one or more of the Company or Holder Representative, one or more of its SubsidiariesPre-Closing Holders, the Company Equity Holders Company, and the Securityholder Representativeits Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, the Merger Subs Industrea or any of their its Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Industrea and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Industrea or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Company Counsel may (i) have represented the Company or its Subsidiaries in a matter substantially related to such disputedispute or (ii) be currently representing Industrea, the Company or any of their respective Affiliates. Without limiting the foregoing, each of Parent, the Merger Subs Industrea and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company and or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Buyer acknowledges that Oxxxxx, Hxxxxxxxxx Xxxxxxxx & Sxxxxxxxx Xxxxxxxx LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its SubsidiariesSeller Parties, the Company Equity Holders Holding Sub and the Securityholder RepresentativeCompany, and their respective officers, employees and directors (each such Person, other than Holding Sub and the Company and its SubsidiariesCompany, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement and the other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) and (y) in which Parent, the Merger Subs Buyer or any of their its Affiliates (including Holding Sub and the Company and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Company Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent Buyer and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Designated Person(s) may be directly adverse to Parent Buyer or any of its Affiliates (including Holding Sub and the Company and its SubsidiariesCompany), and even though Prior Company Counsel may (A) have represented Holding Sub or the Company or its Subsidiaries in a matter substantially related to such disputedispute or (B) be currently representing Holding Sub or the Company. Without limiting the foregoing, each of Parent, the Merger Subs Buyer and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (of Holding Sub or other privilege or protections) of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to Holding Sub or the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Buyer acknowledges that OxxxxxXxxxxxxx & Xxxxxxxx LLP and other outside legal counsel and advisors (collectively, Hxxxxxxxxx & Sxxxxxxxx LLP (the “Prior Counsel”) has), have, on or prior to the Closing DateClosing, represented one or more of the Company or one or more of its SubsidiariesSeller, the Company Equity Holders and the Securityholder Representative, and their respective Subsidiaries and Affiliates, and each of their respective directors, officers, managers and employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), ) in each case, with respect one or more matters relating to this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement and the such other agreements or transactions contemplated hereby related matters (including any matter that may be connected with an Action related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsout of any of the foregoing) (each, an “Existing Representation”), and that, in the event of any post-matters following the Closing matters (xi) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be connected with an Action related to a litigationor arising out of this Agreement, claim or dispute arising under or related to this the Transactions, the Transaction Agreements, the Voting Agreement or and such other agreements or in connection with such transactionsrelated matters) and (yii) in which Parent, the Merger Subs Buyer or any of their its Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent and the Company (on its own behalf and Buyer on behalf of itself and its Affiliates (including the Company and its Subsidiaries) hereby (iA) waives and shall not assert, and agrees after that following the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) Person or Persons may be directly adverse to Parent Buyer or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Counsel may (I) have represented the Company or its Subsidiaries in a matter substantially related to such disputedispute or (II) be currently representing the Company or any of its Subsidiaries. Without limiting the foregoing, each of Parent, the Merger Subs and the Company (each Buyer on behalf of itself and its AffiliatesAffiliates (including the Company and its Subsidiaries) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representation learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (privilege, attorney work-product protection or other applicable privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and or any of its Subsidiaries and whether or not such disclosure is made before or after following the Closing. (b) Buyer on behalf of itself and its Affiliates (including the Company and the Subsidiaries) waives and shall not assert, and agrees following the Closing to cause its Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any communication between any Prior Counsel, on the one hand, and any Designated Person or the Company or any of its Subsidiaries, on the other hand (collectively, the “Pre-Closing Designated Persons”), or any advice given to any Pre-Closing Designated Person by any Prior Counsel, occurring during one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the Parties that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by Seller, and shall not pass to or be claimed or used by Buyer, the Company or any of its Subsidiaries except as provided in the last sentence of this Section 9.8(b). Furthermore, Buyer on behalf of itself and its Affiliates (including the Company and its Subsidiaries) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not the Company or one or more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding anything to the contrary in the foregoing, in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and a Third Party other than a Designated Person, on the other hand, Buyer shall cause the Company to and to cause its Affiliates to assert, to the extent available, the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of privileged materials to such Third Party; provided, however, that such privilege may be waived only with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Buyer on behalf of itself and its Affiliates (including the Company and its Subsidiaries) hereby acknowledges that 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 legal counsel other than Prior Counsel. This Section 9.9 shall be irrevocable, and no term of this Section 9.9 may be amended, waived, supplemented or otherwise modified without the prior written consent of Seller and the Prior Counsel affected thereby.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent and the Merger Subs Sub acknowledges that Oxxxxx, Hxxxxxxxxx Xxxxxx & Sxxxxxxxx Xxxxxxx LLP (“Prior Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of its Subsidiaries, the Company Equity Holders and the Securityholder Stockholder Representative, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”), in each case, ) with respect to this Agreement and the other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Parent, the Merger Subs Sub or any of their Affiliates (including the Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matters”), the Designated Persons reasonably anticipate that Prior Counsel may will represent a Designated Person them in connection with such matters. Accordingly, each of Parent and the Company (on its own behalf and on behalf of its Subsidiaries) hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Post‑Closing Representations”), and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs Sub and the Company (each on behalf of itself and its Affiliates) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Conflicts of Interest. Each of Parent Investor and the Merger Subs acknowledges NewCo acknowledge that OxxxxxXxxxxxxx & Xxxxxxxx LLP, Hxxxxxxxxx Xxxxxx & Sxxxxxxxx Xxxxxx Xxxx Xxxxxxx LLP, Xxxxxxx & Xxxxxx LLP and Xxxxx Xxxxxx LLP (each a “Prior AT&T Counsel”) has, on or prior to the Closing Date, represented one or more of the Company or one or more of AT&T and its Subsidiaries, the Company Equity Holders and the Securityholder RepresentativeAffiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiariesany Transferred Subsidiary, a “Designated Person”), ) in each case, with respect one or more matters solely relating to this Agreement and the other agreements or transactions contemplated hereby (including any such matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) (each, an “Existing Representation”), and that, in the event of any post-matters that arise following the Closing matters (xi) relating solely to this Agreement or any other agreements or transactions contemplated hereby (including any such matter that may be related to a litigation, claim or dispute solely arising under or related to this Agreement or such other agreements or in connection with such transactionsAgreement) and (yii) in which Parent, the Merger Subs Investor or any of their its Affiliates or NewCo or any of its Affiliates (including the Company and its SubsidiariesTransferred Subsidiaries after the Closing), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing MattersMatter”), the Designated Persons reasonably anticipate that Prior AT&T Counsel may shall represent a Designated Person them in connection with such mattersPost-Closing Matter. Accordingly, each of Parent Investor and the Company (on its own behalf and on behalf of its Subsidiaries) NewCo hereby (iA) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by Prior AT&T Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationsRepresentation”), ) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior AT&T Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent Investor, NewCo or any of its their respective Affiliates (including the Company and its SubsidiariesTransferred Subsidiaries after the Closing), and even though except in any case in which Prior AT&T Counsel may (x) have represented one or more of the Company or its Transferred Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Parent, the Merger Subs and the Company dispute or (each on behalf of itself and its Affiliatesy) consents to the disclosure by Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of be currently representing any information learned by Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege (or other privilege or protections) of the Company or any of its Subsidiaries or Prior Counsel’s duty of confidentiality as to the Company and its Subsidiaries and whether or not such disclosure is made before or after the ClosingTransferred Subsidiaries.