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. Buyer acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Seller, the Company and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including the Company), 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) 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 Buyer or any of its Affiliates (including the Company), and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (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 the Company or Prior Company Counsel’s duty of confidentiality as to the 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. Each of Buyers, Merger Subs and Buyer Parent acknowledges that ▇▇▇L▇▇▇▇▇ & ▇▇W▇▇▇▇▇▇ LLP and Stikeman Elliott LLP (collectively, “Prior Company Counsel”) has, on or prior to the Closing Date, represented Sellerone or more of Seller Parent, the Company and other Purchased Companies, the Purchased Subsidiaries, their respective Affiliates, and their respective officers, employees and directors (each such Person, other than the CompanyPurchased Companies and the Purchased Subsidiaries, a “Designated Person”) in 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 litigation, claim or dispute arising under or related to this AgreementAgreement or such other agreements or in connection with such transactions) (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 the Transaction (including any matter that may be related to a litigation, claim or dispute arising under or related to this AgreementAgreement or such other agreements or in connection with such transactions) and (y) in which any Buyer or any of its Affiliates (including the Companyany Purchased Company and any Purchased Subsidiary), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a the “Post-Closing MatterMatters”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyers and Buyer Parent (on its own behalf and on behalf of the Purchased Companies and the Company Purchased 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 to the extent 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 RepresentationRepresentations”) ), 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 any Buyer or any of its Affiliates (including the CompanyPurchased Companies and the Purchased Subsidiaries), and even though Prior Company Counsel may have represented the Company Purchased Companies and the Purchased Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (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 the any Purchased Company or any Purchased Subsidiary or Prior Company Counsel’s duty of confidentiality as to the Company Purchased Companies and the Purchased 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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and other outside legal counsel and advisors (collectively, the “Prior Company Counsel”) has), have, on or prior to the Closing DateClosing, represented one or more of Seller, the Company and other their respective Subsidiaries and Affiliates, and each of their respective directors, officers, managers and employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) in one or more matters relating to this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement and such other 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 Agreementout of any of the foregoing) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters following the Closing (xi) relating to this Agreement (including any matter that may be connected with an Action related to a litigation, claim or dispute arising under or related to out of this Agreement, the Transactions, the Transaction Agreements, the Voting Agreement and such other related matters) and (yii) in which Buyer or any of its Affiliates (including the CompanyCompany 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each Buyer on behalf of Buyer 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 Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) 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) Person or Persons may be directly adverse to Buyer or any of its Affiliates (including the CompanyCompany 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 the Company or any of its Subsidiaries. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its AffiliatesAffiliates (including the Company and its Subsidiaries) 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 Representation 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, attorney work-product protection or other applicable privilege of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company 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. Buyer Industrea acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP and other legal counsel (“Prior Company Counsel”) hashave, on or prior to the Closing Date, represented Sellerone or more of the Holder Representative, one or more Pre-Closing Holders, the Company Company, and its Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) in one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related 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) (each, an “Existing Representation”), and that, Agreement or such other agreements or in the event of any post‑Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreementconnection with such transactions) and (y) in which Buyer Industrea or any of its Affiliates (including the CompanyCompany 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Industrea and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationRepresentations”) ), 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 Buyer Industrea or any of its Affiliates (including the CompanyCompany 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 Buyer Industrea and the Company (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 the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the 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) Conflicts of Interest. Buyer acknowledges Buyers acknowledge that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented SellerSellers, the Company and Companies, other AffiliatesAffiliates of Sellers, and their respective officers, employees and directors (each such Person, other than the either Company, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer Buyers or any of its their Affiliates (including the CompanyCompanies), 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Buyers and the Company 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 Representation”) 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 Buyer or any of its Affiliates (including the Company), and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (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 the Company or Prior Company Counsel’s duty of confidentiality as to the Company 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. Buyer acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Sellerone or more of the Seller Parties, Holding Sub and the Company and other AffiliatesCompany, and their respective officers, employees and directors (each such Person, other than Holding Sub and the Company, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including Holding Sub and the Company), 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) 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 Buyer or any of its Affiliates (including Holding Sub and the Company), and even though Prior Company Counsel may (A) have represented Holding Sub or the Company in a matter substantially related to such disputedispute or (B) be currently representing Holding Sub or the Company. Without limiting the foregoing, each of Buyer and the Company (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 the Company or Prior Company Counsel’s duty of confidentiality as to Holding Sub or the 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. Each Buyer Party acknowledges that L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP and S▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) hashave, on or prior to the Closing Date, represented Sellerone or more of the Sellers, the Company Acquired Companies and other Affiliates, and their respective officers, directors, managers and employees and directors (each such Person, other than the CompanyAcquired Companies, a “Designated Person”) in 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 litigation, claim or dispute Proceeding arising under or related to this AgreementAgreement or such other agreements or in connection with such transactions) (each, an “Existing Representation”), and that, in the event of any post‑Closing post-Closing matters (xi) 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 Proceeding arising under or related to this AgreementAgreement or such other agreements or in connection with such transactions) and (yii) in which any Buyer Party or any of its Affiliates (including including, after the CompanyClosings, the Acquired Companies), 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of the Buyer Parties and the Company hereby (iA) waives and shall not assert, and agrees after the Closing Closings 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 RepresentationRepresentations”) ), and (iiB) 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 any Buyer Party or any of its Affiliates (including including, after the CompanyClosings, the Acquired Companies), and even though Prior Company Counsel may have represented the Company Acquired Companies in a matter substantially related to such dispute. Without limiting the foregoing, each of the Buyer Parties and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, Counsel 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 the Company or Acquired Companies and/or Prior Company Counsel’s duty of confidentiality as to the Company Acquired Companies and whether or not such disclosure is made before or after the ClosingClosings. (b) Each of the Buyer Parties and the Company (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closings 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 Company Counsel, on the one hand, and any Designated Person or the Acquired Companies (collectively, the “Pre-Closing Designated Persons”), on the other hand, or any advice given to any Pre-Closing Designated Person by any Prior Company 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 the Buyer Parties, the Company 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 Privilege, shall be retained by the Sellers, and shall not pass to or be claimed or used by any Buyer Party or the Company, except as provided in the last sentence of this Section 11.13(b). Furthermore, each of the Buyer Parties and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons shall not be subject to any joint privilege (whether or not any Acquired Company also received such advice or communication) and shall be owned solely by such Designated Persons. For the avoidance of doubt, in the event that a dispute arises between one or more of the Buyer Parties, the Company and their respective Affiliates, on the one hand, and any of the Designated Persons, on the other hand, then the Company shall make available to the Sellers, acting on behalf of the applicable Designated Persons, all books and records of the Acquired Companies relevant to the dispute, and the Company shall (and shall cause the other Acquired Companies to) waive any Pre-Closing Privileges of the Acquired Companies applicable to such books and records. Notwithstanding the foregoing, in the event that a dispute arises between any Buyer Party or any Acquired Company, on the one hand, and a third party other than a Designated Person, on the other hand, the Company shall (and shall cause the other Acquired Companies to) assert 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 the Shareholders’ Representative, acting on behalf of the applicable Designated Person. (c) All such Pre-Closing Privileges, and all books and records and other documents of the Acquired Companies containing any advice or communication that is subject to any Pre-Closing Privilege (“Privileged Materials”), shall be excluded from the purchase, and shall be distributed to the Seller (on behalf of the applicable Designated Persons) immediately prior to the Closings with (in the case of such books and records) no copies retained by the Acquired Companies. Absent the prior written consent of the Shareholders’ Representative, acting on behalf of the applicable Designated Persons, none of the Buyer Parties or (following the Closings) the Acquired Companies shall have a right of access to Privileged Materials. (d) Each Buyer Party hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Acquired Companies) to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 11.13 shall be irrevocable, and no term of this Section 11.13 may be amended, waived or modified, without the prior written consent of the Shareholders’ Representative, acting on behalf of the applicable Designated Persons and their respective Affiliates and Prior Company Counsel affected thereby.

Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (a) Conflicts of Interest. Buyer acknowledges Buyers acknowledge that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented SellerBR Financial, the Company and Great American Entities, other AffiliatesAffiliates of BR Financial, and their respective officers, employees and directors (each such Person, other than the Companya Great American Entity, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters Post-Closing Matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer Buyers or any of its their Affiliates (including the CompanyGreat American Entities), 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Buyers and the Company Great American Entities 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 Representation”) 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 Buyer Buyers or any of its their Affiliates (including the CompanyGreat American Entities), and even though Prior Company Counsel may (A) have represented the Company Great American Entities in a matter substantially related to such dispute. Without limiting dispute or (B) be currently representing the foregoing, each of Buyer and the Company (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 the Company or Prior Company Counsel’s duty of confidentiality as to the Company and whether or not such disclosure is made before or after the ClosingGreat American Entities.

Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege. (a) Conflicts of Interest. Buyer Each of Parent and the Merger Subs acknowledges that O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Sellerone or more of the Company or one or more of its Subsidiaries, the Company Equity Holders and other Affiliatesthe Securityholder Representative, and their respective officers, employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) ), in one or more matters relating 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 AgreementAgreement or such other agreements or in connection with such transactions) (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 AgreementAgreement or such other agreements or in connection with such transactions) and (y) in which Buyer Parent, the Merger Subs or any of its their Affiliates (including the CompanyCompany 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 MatterMatters”), the Prior Counsel may represent a Designated Persons reasonably anticipate that Prior Company Counsel will represent them Person in connection with such matters. Accordingly, each of Buyer 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationRepresentations”) ), 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 Buyer Parent or any of its Affiliates (including the CompanyCompany and its Subsidiaries), 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 Buyer Parent, the Merger Subs 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. Buyer acknowledges Investor and NewCo acknowledge that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (each a “Prior Company AT&T Counsel”) has, on or prior to the Closing Date, represented Seller, the Company one or more of AT&T and other its Affiliates, and their respective officers, employees and directors (each such Person, other than the Companyany Transferred Subsidiary, a “Designated Person”) in one or more matters solely relating to this Agreement (including any such matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters that arise following the Closing (xi) relating solely to this Agreement (including any such matter that may be related to a litigation, claim or dispute solely arising under or related to this Agreement) and (yii) in which Buyer Investor or any of its Affiliates or NewCo or any of its Affiliates (including the CompanyTransferred 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 Matter”), the Designated Persons reasonably anticipate that Prior Company AT&T Counsel will shall represent them in connection with such mattersPost-Closing Matter. Accordingly, each of Buyer Investor and the Company 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 one or more Prior Company AT&T Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Company 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 Buyer Investor, NewCo or any of its their respective Affiliates (including the CompanyTransferred Subsidiaries after the Closing), and even though except in any case in which Prior Company AT&T Counsel may (x) have represented one or more of the Company Transferred Subsidiaries in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company dispute or (on behalf of itself and its Affiliatesy) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of be currently representing 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 the Company or Prior Company Counsel’s duty of confidentiality as to the Company 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) Conflicts of Interest. Buyer acknowledges Purchaser and NewCo acknowledge that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Parent Counsel”) has, on or prior to the Closing Date, represented Seller, the Company one or more of Parent and other its Affiliates, and their respective officers, employees and directors (each such Person, other than the Companyany Transferred Subsidiary or any Transferred Joint Venture, a “Designated Person”) in one or more matters solely relating to this Agreement (including any such matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters that arise following the Closing (xi) relating solely to this Agreement (including any such matter that may be related to a litigation, claim or dispute solely arising under or related to this Agreement) and (yii) in which Buyer Purchaser or any of its Affiliates or NewCo or any of its Affiliates (including the CompanyTransferred Subsidiaries and Transferred 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Parent Counsel will shall represent them in connection with such mattersPost-Closing Matter. Accordingly, each of Buyer Purchaser and the Company 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 one or more Prior Company Parent Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (iiB) agrees that, in the event that a Post-Closing Matter arises, Prior Company 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 Buyer Purchaser, NewCo or any of its their respective Affiliates (including the CompanyTransferred Subsidiaries and the Transferred Joint Ventures after the Closing), and even though except in any case in which Prior Company Parent Counsel may (x) have represented one or more of the Company Transferred Subsidiaries or Transferred Joint Ventures in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company dispute or (on behalf of itself and its Affiliatesy) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of be currently representing 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 the Company Transferred Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company 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. Buyer acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company CounselL&W”) has, on or prior to the Closing Date, represented Sellerone or more of the Holder Representative, one or more Holders, the Company Company, and the Company’s Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) in one or more matters relating to connection with 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 AgreementAgreement 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 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 this Agreement or related to this Agreementsuch other agreements or in connection with such transactions contemplated hereby) and (y) in which Buyer or any of its Affiliates (including the CompanySurviving 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel L&W will represent them in connection with such matters. Accordingly, each of Buyer and the Company 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 one or more Prior Company Counsel L&W of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing RepresentationRepresentations”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company 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 Buyer or any of its Affiliates (including the CompanySurviving Corporation and its Subsidiaries), and even though Prior Company Counsel L&W may (A) have represented the Company 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 Buyer and the Company Surviving Corporation (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, L&W to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel 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 Company Surviving Corporation or Prior Company Counselany of its Subsidiaries and/or L&W’s duty of confidentiality as to the Company 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. Buyer Parent acknowledges that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & LLP, ▇▇▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇▇▇, P.C. and other legal counsel (“"Prior Company Counsel”") hashave, on or prior to the Closing Date, represented Seller, the Company and other Affiliates, and their respective officers, employees and directors one or more Affiliates of the Company (each such Person, other than the Company, a “"Designated Person”Persons") in 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 litigation, claim or dispute arising under or related to this AgreementAgreement or such other agreements or in connection with such transactions) (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 AgreementAgreement or such other agreements or in connection with such transactions) and (y) in which Buyer Parent or any of its Affiliates (including the Company), 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 Matter”"), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Parent, Merger Sub and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “"Post-Closing Representation”) 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 Buyer Parent and/or Merger Sub or any of its Affiliates (including the Company), and even though Prior Company Counsel may (i) have represented the Company or its 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 Buyer Parent, Merger Sub and the Company (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 the Company or any of its Affiliates or Prior Company Counsel’s 's duty of confidentiality as to the Company or any of its 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. Buyer acknowledges that ▇S▇▇▇▇▇▇▇ & ▇C▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented one or more of Seller, the Company and its Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including the CompanyCompany 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) 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 Buyer or any of its Affiliates (including the CompanyCompany 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 Buyer and the Company (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 the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the 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) Conflicts of Interest. Buyer Summit acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Sellerone or more of Cementos, the Company Argos Parties, the ANAC Companies and other their Affiliates, and their respective officers, employees and directors (each such Person, other than the CompanyCompany and its Subsidiaries, a “Designated Person”) in one or more matters relating to this Agreement and the other Transaction Documents (including any matter that may be related to a litigation, claim or dispute arising under or related to this AgreementAgreement and the other Transaction Documents) (each, an “Existing Representation”), and that, in the event of any post‑Closing post-Closing matters (x) relating to this Agreement and the other Transaction Documents (including any matter that may be related to a litigation, claim or dispute arising under or related to this AgreementAgreement and the other Transaction Documents) and (y) in which Buyer Summit or any of its Affiliates Subsidiaries (including the CompanyCompany 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 Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer Summit and the 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 one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) 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 Buyer Summit or any of its Affiliates Subsidiaries (including the CompanyCompany 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 Buyer Summit and the Company (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 of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing.