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) Buyer acknowledges that Xxxxxx & Xxxxxxx LLP (“L&W”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, and the Company’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 connection with this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions 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 lawsuit, claim or dispute arising under this Agreement or such other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Buyer and the 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 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, L&W may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute 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 Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation 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. Buyer acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“L&WPrior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder RepresentativeSeller Parties, one or more Holders, the Company, Holding Sub and the Company’s Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than Holding Sub and the Company and its SubsidiariesCompany, a “Designated Person”) in connection with this Agreement one or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under or related more matters relating to this Agreement or such other agreements or in connection with such transactions 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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) and (y) in which Buyer or any of its Affiliates (including Holding Sub and the Surviving Corporation and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Designated Person(s) may be directly adverse to Buyer or any of its Affiliates (including Holding Sub and the Surviving Corporation and its SubsidiariesCompany), and even though L&W Prior Company Counsel may (A) have represented Holding Sub or the Company, its Subsidiaries or a Designated Person Company in a matter substantially related to such dispute or (B) be currently representing Buyer, Holding Sub or the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing RepresentationsCompany. Without limiting the foregoing, each of Buyer and the Surviving Corporation Company (on behalf of itself and its Affiliates) consents to the disclosure by L&W 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 L&W 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 the Surviving Corporation Company or any of its Subsidiaries and/or L&WPrior Company Counsel’s duty of confidentiality as to Holding Sub or the Surviving Corporation or any of its Subsidiaries Company 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. Buyer acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“L&WPrior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more HoldersSeller, the Company, and the Company’s Subsidiaries Company and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its SubsidiariesCompany, a “Designated Person”) in connection with one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its SubsidiariesCompany), and even though L&W Prior Company Counsel may (A) have represented the Company, its Subsidiaries or a Designated Person Company in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsdispute. Without limiting the foregoing, each of Buyer and the Surviving Corporation Company (on behalf of itself and its Affiliates) consents to the disclosure by L&W 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 L&W 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 the Surviving Corporation Company or any of its Subsidiaries and/or L&WPrior Company Counsel’s duty of confidentiality as to the Surviving Corporation or any of its Subsidiaries Company 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) Buyer Conflicts of Interest. Parent acknowledges that Xxxxxx & Xxxxxxx LLP Xxxxx LLP, XxXxxxxxxx Xxxxxxxx, P.C. and other legal counsel (“L&W”"Prior Company Counsel") hashave, on or prior to the Closing Date, represented the Company and one or more Affiliates of the Holder Representative, Company ("Designated Persons") in one or more Holders, the Company, and the Company’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 connection with matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) and (y) in which Buyer Parent or any of its Affiliates (including the Surviving Corporation and its SubsidiariesCompany), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “"Post-Closing Matter”"), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Parent, Merger Sub and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Parent and/or Merger Sub or any of its Affiliates (including the Surviving Corporation and its SubsidiariesCompany), and even though L&W Prior Company Counsel may (Ai) have represented the Company, Company or its Subsidiaries or a Designated Person Affiliates in a matter substantially related to such dispute or (Bii) be currently representing BuyerParent, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing RepresentationsAffiliates. Without limiting the foregoing, each of Buyer Parent, Merger Sub and the Surviving Corporation Company (on behalf of itself and its Affiliates) consents to the disclosure by L&W Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by L&W 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 the Surviving Corporation Company or any of its Subsidiaries and/or L&W’s Affiliates or Prior Company Counsel's duty of confidentiality as to the Surviving Corporation Company 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) Buyer Conflicts of Interest. Each Acquiror Party acknowledges that Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP (“L&WPrior Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more HoldersCompany Stockholder, the Company, Company and the Company’s its Subsidiaries and other their respective Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in connection with one or more matters relating to this Agreement or any other agreements Transaction Agreements or transactions contemplated hereby or thereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements Transaction Agreements or in connection with such transactions contemplated herebytransactions) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements Transaction Agreements or in connection with such transactions contemplated hereby) transactions), and (y) in which Buyer Acquiror, the Merger Subs, or any of its their Affiliates (including any of the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing MatterMatters”), the Designated Persons reasonably anticipate that L&W Prior Counsel will represent them in connection with such matters. Accordingly, each of Buyer Acquiror and the Surviving Corporation 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 L&W 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, L&W Prior Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Acquiror or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Counsel may (A) have represented the Company, Company and its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsdispute. Without limiting the foregoing, each of Buyer Acquiror, the Merger Subs, and the Surviving Corporation Company (each on behalf of itself and its Affiliates) consents to the disclosure by L&W Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by L&W 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 Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Counsel’s duty of confidentiality as to the Surviving Corporation or any of 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) Buyer acknowledges Conflicts of Interest. Investor and NewCo acknowledge that Xxxxxxxx & Xxxxxxxx LLP, Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, Xxxxxxx & Xxxxxx LLP and Xxxxx Xxxxxx LLP (each a “L&WPrior AT&T Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, AT&T and the Company’s Subsidiaries and other its Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiariesany Transferred Subsidiary, a “Designated Person”) in connection with one or more matters solely relating to this Agreement or any other agreements or transactions contemplated hereby (including any such matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) (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 lawsuitlitigation, claim or dispute solely arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) and (yii) in which Buyer Investor or any of its Affiliates or NewCo or any of its Affiliates (including the Surviving Corporation and its SubsidiariesTransferred Subsidiaries after the Closing), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will Prior AT&T Counsel shall represent them in connection with such mattersPost-Closing Matter. Accordingly, each of Buyer Investor and the Surviving Corporation 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 L&W 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, L&W Prior AT&T Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Investor, NewCo or any of its their respective Affiliates (including the Surviving Corporation and its SubsidiariesTransferred Subsidiaries after the Closing), and even though L&W except in any case in which Prior AT&T Counsel may (Ax) have represented one or more of the Company, its Transferred Subsidiaries or a Designated Person in a matter substantially related to such dispute or (By) 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 Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation or any of its Subsidiaries and whether or not such disclosure is made before or after the ClosingTransferred Subsidiaries.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Buyer Conflicts of Interest. Each of Parent and the Merger Subs acknowledges that Xxxxxx Oxxxxx, Hxxxxxxxxx & Xxxxxxx Sxxxxxxxx LLP (“L&WPrior Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, Company or one or more Holdersof its Subsidiaries, the Company, Company Equity Holders and the Company’s Subsidiaries and other AffiliatesSecurityholder Representative, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) ), in connection each case, with respect to this Agreement or any and the other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) and (y) in which Buyer Parent, the Merger Subs or any of its their Affiliates (including the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing MatterMatters”), the Prior Counsel may represent a Designated Persons reasonably anticipate that L&W will represent them Person in connection with such matters. Accordingly, each of Buyer Parent and the Surviving Corporation 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 L&W 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, L&W Prior Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Parent or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Counsel may (A) have represented the Company, Company or its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsdispute. Without limiting the foregoing, each of Buyer Parent, the Merger Subs and the Surviving Corporation Company (each on behalf of itself and its Affiliates) consents to the disclosure by L&W Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by L&W 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 Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Counsel’s duty of confidentiality as to the Surviving Corporation or any of Company and its Subsidiaries and whether or not such disclosure is made before or after the Closing.. 121

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Buyer acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP and other outside legal counsel and advisors (collectively, the “L&WPrior Counsel”) has), have, on or prior to the Closing DateClosing, represented one or more of the Holder Representative, one or more HoldersSeller, the Company, Company and the Company’s their respective Subsidiaries and other 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 connection with one or more matters relating to this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement or any and such other agreements or transactions contemplated hereby related matters (including any matter that may be connected with an Action related to a lawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyout 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 lawsuitor arising out of this Agreement, claim or dispute arising under this the Transactions, the Transaction Agreements, the Voting Agreement or and such other agreements or in connection with such transactions contemplated herebyrelated matters) and (yii) in which Buyer or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Counsel will represent them in connection with such matters. Accordingly, each Buyer on behalf of Buyer itself and its Affiliates (including the Surviving Corporation 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 L&W 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, L&W Prior Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) Person or Persons may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Counsel may (AI) have represented the Company, Company or its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (BII) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsits Subsidiaries. Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its AffiliatesAffiliates (including the Company and its Subsidiaries) consents to the disclosure by L&W 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 L&W Prior Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege, attorney work-product protection or other applicable privilege of the Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Counsel’s duty of confidentiality as to the Surviving Corporation Company or any of its Subsidiaries and whether or not such disclosure is made before or after following the Closing.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Buyer acknowledges Conflicts of Interest. Parent and the Company acknowledge that Xxxxxx & Xxxxxxx LLP (“L&WPrior Company Counsel”) hashas represented the Company in the preparation, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Companynegotiation and execution of, and the Company’s Subsidiaries consummation of the transactions contemplated by, this Agreement. Nevertheless, Parent and other Affiliatesthe Company agree that, and after the Closing, the Prior Company Counsel may represent the Securityholders’ Representative, the Participating Securityholders and/or their respective officers, employees and directors Affiliates (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) ), in connection each case, with the consent of the Securityholders’ Representative acting on behalf of the Participating Securityholders and without the need for any consent or waiver by the Company or Parent in matters related to this Agreement or any other agreements or and the transactions contemplated hereby (hereby, including in respect of any matter that may be related to a lawsuitclaims, claim litigation or dispute disputes arising under or related to this Agreement hereto or such other agreements or in connection with such transactions 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 lawsuit, claim or dispute arising under this Agreement or such other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other Transaction Documents (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Buyer Parent and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), . Upon and even though L&W may (A) have represented after the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing BuyerClosing, the Company or shall cease to have any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representations. Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as relationship with Prior Company Counsel, unless and to the Surviving Corporation or any of its Subsidiaries and whether or not such disclosure extent Prior Company Counsel is made before or specifically engaged in writing by the Company to represent the Company after the ClosingClosing and either such engagement involves no conflict of interest with respect to the Participating Securityholders or the Securityholders’ Representative consents in writing at the time to such engagement.

Waiver of Conflicts Regarding Representations Non Assertion of Attorney Client Privilege. (a) Buyer acknowledges Conflicts of Interest. Purchaser and NewCo acknowledge that Xxxxxx Xxxxx & Xxxxxxx XxXxxxxx LLP (“L&WPrior Parent Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, Parent and the Company’s Subsidiaries and other its Affiliates, 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 connection with one or more matters solely relating to this Agreement or any other agreements or transactions contemplated hereby (including any such matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) (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 lawsuitlitigation, claim or dispute solely arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) and (yii) in which Buyer Purchaser or any of its Affiliates or NewCo or any of its Affiliates (including the Surviving Corporation 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 in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will Prior Parent Counsel shall represent them in connection with such mattersPost-Closing Matter. Accordingly, each of Buyer Purchaser and the Surviving Corporation 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 L&W 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, L&W Prior Parent Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Purchaser, NewCo or any of its their respective Affiliates (including the Surviving Corporation Transferred Subsidiaries and its Subsidiariesthe Transferred Joint Ventures after the Closing), and even though L&W except in any case in which Prior Parent Counsel may (Ax) have represented one or more of the Company, its Transferred Subsidiaries or a Designated Person Transferred Joint Ventures in a matter substantially related to such dispute or (By) be currently representing Buyer, the Company or any of their respective Affiliates in one the Transferred Subsidiaries or more matters unrelated to the Post-Closing Representations. Without limiting the foregoing, each of Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation or any of 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) Buyer Conflicts of Interest. Industrea acknowledges that Xxxxxx & Xxxxxxx LLP, Xxxxxxx Xxxxx LLP and other legal counsel (“L&WPrior Company Counsel”) hashave, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Pre-Closing Holders, the Company, and the Company’s its 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 connection with one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) and (y) in which Buyer Industrea or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Industrea and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Industrea or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Company Counsel may (Ai) have represented the Company, Company or its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (Bii) be currently representing BuyerIndustrea, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing RepresentationsAffiliates. Without limiting the foregoing, each of Buyer Industrea and the Surviving Corporation Company (on behalf of itself and its Affiliates) consents to the disclosure by L&W Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by L&W 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 the Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Company Counsel’s duty of confidentiality as to the Surviving Corporation Company 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) Buyer Conflicts of Interest. Each of Parent and Merger Sub acknowledges that Xxxxxx & Xxxxxxx LLP (“L&WPrior Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, Company or one or more Holdersof its Subsidiaries, the Company, Company Equity Holders 102 and the Company’s Subsidiaries and other AffiliatesStockholder Representative, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in connection with respect to this Agreement or any and the other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebytransactions) and (y) in which Buyer Parent, Merger Sub or any of its their Affiliates (including the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing MatterMatters”), the Designated Persons reasonably anticipate that L&W Prior Counsel will represent them in connection with such matters. Accordingly, each of Buyer Parent and the Surviving Corporation 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 L&W 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, L&W Prior Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Parent or any of its Affiliates (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Counsel may (A) have represented the Company, Company or its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsdispute. Without limiting the foregoing, each of Buyer Parent, Merger Sub and the Surviving Corporation Company (each on behalf of itself and its Affiliates) consents to the disclosure by L&W Prior Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information learned by L&W 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 Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Counsel’s duty of confidentiality as to the Surviving Corporation or any of 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) Buyer acknowledges Conflicts of Interest. Buyers acknowledge that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“L&WPrior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more HoldersSellers, the CompanyCompanies, and the Company’s Subsidiaries and other AffiliatesAffiliates of Sellers, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiarieseither Company, a “Designated Person”) in connection with one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) (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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions contemplated herebyAgreement) and (y) in which Buyer Buyers or any of its their Affiliates (including the Surviving Corporation and its SubsidiariesCompanies), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Buyers and the Surviving Corporation 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 L&W 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, L&W may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute 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 Buyer and the Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by L&W to the Designated Persons of any information learned by L&W in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation or any of 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) Buyer Conflicts of Interest. Summit acknowledges that Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP (“L&WPrior Company Counsel”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more HoldersCementos, the CompanyArgos Parties, the ANAC Companies and the Company’s Subsidiaries and other their Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “Designated Person”) in connection with one or more matters 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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such and the other agreements or in connection with such transactions contemplated herebyTransaction 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 lawsuitlitigation, claim or dispute arising under or related to this Agreement or such and the other agreements or in connection with such transactions contemplated herebyTransaction Documents) and (y) in which Buyer Summit or any of its Affiliates Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Summit and the Surviving Corporation Company 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 L&W 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, L&W Prior Company Counsel may represent one or more Designated Persons in a such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer Summit or any of its Affiliates Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), and even though L&W Prior Company Counsel may (A) have represented the Company, Company or its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates in one or more matters unrelated to the Post-Closing Representationsits Subsidiaries. Without limiting the foregoing, each of Buyer Summit and the Surviving Corporation Company (on behalf of itself and its AffiliatesSubsidiaries) consents to the disclosure by L&W 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 L&W 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 the Surviving Corporation Company or any of its Subsidiaries and/or L&Wor Prior Company Counsel’s duty of confidentiality as to the Surviving Corporation Company 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) Buyer acknowledges that Xxxxxx & Xxxxxxx LLP (“L&W”) has, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Holders, the Company, and the Company’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 connection with this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a lawsuit, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions 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 lawsuit, claim or dispute arising under this Agreement or such other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are in a dispute with each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that L&W will represent them in connection with such matters. Accordingly, each of Buyer and the Surviving Corporation hereby (i) Hightimes irrevocably waives and shall not assert, and agrees after the Closing to cause its Affiliates Company to irrevocably waive and to not assert, any conflict of interest arising out of or relating to the representation by L&W of one or more Designated Persons in connection with one or more Post-after the Closing Matters (the “Post-Post Closing RepresentationsRepresentation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, L&W may represent one or more Designated Persons in a Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), and even though L&W may (A) have represented the Company, its Subsidiaries or a Designated Person in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company Shareholder or any of their respective Affiliates affiliated trustees, managers, employees, or other agents or representatives (any such Person, a “Designated Person”) in one any matter involving this Agreement or more matters unrelated the Transaction Documents or the Contemplated Transactions by Wolf, Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP (the “Current Representation”). Hightimes irrevocably waives and shall not assert, and agrees to cause Company to irrevocably waive and to not assert, any attorney client privilege with respect to any communication between Wolf, Rifkin, Shapiro, Sxxxxxxx & Rxxxxx LLP and any Designated Person occurring during the Current Representation and prior to the Post-Closing Representations. Without limiting in connection with any Post Closing Representation, including in connection with a dispute with Hightimes and, following the foregoingClosing, each with Company, it being the intention of Buyer the Parties that all rights to such attorney client privilege and to control such attorney client privilege shall be retained by the Surviving Corporation (on behalf Shareholders; provided, that the foregoing waiver and acknowledgment of itself and its Affiliates) consents retention shall not extend to any communication not involving this Agreement or any Transaction Documents or the disclosure by L&W Contemplated Transactions or to communications with any Person other than the Designated Persons of Persons, and provided, further, that following the Closing, no Shareholder may waive such attorney client privilege as to any information learned by L&W regarding Company obtained in the course of one or more Existing Representationsthe Current Representation without the prior written consent of Hightimes, whether or not such information is subject to the attorney-client privilege of the Surviving Corporation or except in connection with any of its Subsidiaries and/or L&W’s duty of confidentiality as to the Surviving Corporation or any of its Subsidiaries and whether or not such disclosure is made before or after the Closingdispute with Hightimes.