Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each Each of the Target Entities hereby waives, on its own behalf parties hereto acknowledges and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries directors, stockholders, partners, officers, employees, and Affiliates that the Company, and not any of its individual Company Securityholders, is the client of DLA Piper LLP (includingUS) (“Firm”). After the Closing, it is possible that Firm will represent the Company Securityholders, the Securityholders’ Representative and their respective Affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated herein or in the Escrow Agreement, the Escrow Amount and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Acquiror and the Company hereby agree that the Firm (or any successor) may represent the Seller Group after the Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Amount and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, the Target Entities)Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, stockholder, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising from such representation, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesit has been carefully considered, and that the expectation parties have consulted with counsel or have been advised they should do so in this connection. The foregoing agreement and conflict of client confidence as interest waiver set forth in this Section 9.11 will become effective upon receipt by the Acquiror at the address set forth in Section 9.1, addressed to all Attorney-Client Communications belong to certain Sellers the attention of the General Counsel, of written confirmation from that Firm that: (1) it will not disclose or use any confidential information that it has obtained from the Company without the prior consent of the Acquiror and will not pass to otherwise use or be claimed disclose any such confidential information in connection with any representation of the Seller Group and (2) it will deliver the Company’s files (excluding accounting records or other internal Firm documents, e-mails or communications or drafts of any documents) upon request by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theCompany.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx XxXxxxxx LLP has acted as legal counsel to the Seller and the ELN Companies and certain Sellers and of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx DuMoulin LLP intends to act as legal counsel to certain Sellers of the Seller and their its Affiliates (which will no longer include the Target EntitiesELN Companies) after the Closing, the Buyer and each of the Target Entities Purchaser and the ELN Companies hereby waives, on its own behalf and agrees to cause its Affiliates and the ELN Companies to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx XxXxxxxx LLP representing such Sellers and/or their the Seller or its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Purchaser or the transactions contemplated hereinELN Companies in connection with the Contemplated Transactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Seller, the ELN Companies and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in Fasken Xxxxxxxxx DuMoulin LLP, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby Contemplated Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers the Seller and their its Affiliates (and not the Target EntitiesELN Companies). Accordingly, the Target Entities ELN Companies shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx XxXxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers the Seller and their its Affiliates (and not the Target EntitiesELN Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities ELN Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx DuMoulin LLP in respect of such engagement constitute property of the client, only such Sellers the Seller and their its Affiliates (and not the Target EntitiesELN Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx XxXxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities ELN Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fasken Xxxxxxxxx DuMoulin LLP and any of the Target Entities ELN Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf and on behalf none of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the ELN Companies is waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, Contemplated Transactions) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party litigation.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP has acted as legal counsel to certain Sellers of the Company Securityholders (including First Reserve and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP intends to act as legal counsel to certain Sellers of the Company Securityholders (including First Reserve and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of Parent and the Target Entities Amalgamated Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP representing such Sellers any of the Company Securityholders (including First Reserve and/or their Affiliates its Affiliates) after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Company Securityholders (including First Reserve and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP its Affiliates) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP relating to its engagementengagement with respect to the transactions contemplated herein, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of Buyer, Parent Guarantor and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Seller, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entitiesa) after the Closing, the Buyer and each of the Target Entities hereby waivesParent agrees, on its own behalf and agrees on behalf of any of its Subsidiaries and affiliates, that, following the Closing, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Xxxxxxxx Chance LLP (“Xxxxxxxx Chance”) may serve as counsel to cause its Affiliates to waive, any conflicts that may arise the Company Investors and their affiliates in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after any matters related to this Agreement and the Closing as such representation may relate transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to the Buyer, any Target Entity this Agreement or the transactions contemplated hereinby this Agreement (collectively, the “Relevant Matters”) notwithstanding any representation by Skadden and Xxxxxxxx Chance prior to the Closing of the Company and/or any of the Company Subsidiaries. In additionParent and the Surviving Entity (on behalf of itself and the Company Subsidiaries) hereby, effective as of the Closing (a) waive any claim they have or may have that either Skadden and Xxxxxxxx Chance has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Company Investors or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, in connection with the Relevant Matters, Skadden and Xxxxxxxx Chance may represent the Company Investors or any of its affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent or the Surviving Entity and even though Skadden and Xxxxxxxx Chance may have represented the Surviving Entity or the Company Subsidiaries in a matter substantially related to such dispute. Parent represents that Parent’s own attorney has explained and helped Parent evaluate the implications and risks of waiving the right to assert a future conflict against Skadden and Xxxxxxxx Chance, and Parent’s consent with respect to this waiver is fully informed. Parent (on behalf of itself, the Surviving Entity and the Company Subsidiaries) also further agrees that, as to all communications involving attorney- client confidences between such Sellers among Skadden and/or Xxxxxxxx Chance and their Affiliates Parent, the Surviving Entity, the Company Subsidiaries, and the Company Investors or any Target Entity of its affiliates and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Representatives, that relate in the course of any way to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates by this Agreement (and not the Target Entities“Privileged Communications”). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as belongs to all Attorney-Client Communications belong to certain Sellers the Company Investors and may be controlled by the Company Investors and will not pass to or be claimed by Parent, the Buyer, any Target Surviving Entity or any of the Company Subsidiaries or any of their Subsidiariesrespective affiliates or Representatives. In addition, all of the client files and records in the possession of Skadden and Xxxxxxxx Chance related to this Agreement and the Transactions, and that constitute Privileged Communications will continue to be property of (band be controlled by) the Company Investors; provided, that, to the extent that any such Sellers will have thefiles or other materials which relate to any matter with respect to which counsel was engaged by the Surviving Entity or any Company Subsidiary and contain information that does not relate to the negotiation, documentation and consummation of the transaction contemplated by this Agreement, such information shall remain with Parent and the Surviving Entity. Notwithstanding the foregoing,

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the[Signature page follows]

Waiver of Conflicts. Recognizing (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP and/or Xxxxxxxx Xxxxxxx LLP has acted a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as legal counsel to certain Sellers and their Affiliates all communications prior to the Closing, and that Xxxxxx Xxxxx Closing among Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP and/or Xxxxxxxx Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the ClosingCompany, the Buyer Company Equity Holders or the Company Equity Holders’ Affiliates and each of the Target Entities hereby waivesRepresentatives, on its own behalf and agrees to cause its Affiliates to waive, that relate in any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate way to the BuyerTransactions, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers the Company Equity Holders and will may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the BuyerSurviving Pubco), any Target Entity Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of their Subsidiariesconfidential communications by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP to such third party; provided, and (b) however, that the Surviving Company may not waive such Sellers will have theprivilege without the prior written consent of the Company Securityholder Representative. 111

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP ("Xxxxxx Xxxxx") has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Common Stock and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingEffective Time, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Common Stock or their Affiliates after the Closing Effective Time as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation or its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Common Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or its Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall hold such property rights rights, and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 8.8 will be irrevocable, and no term of this Section 8.8 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theXxxxxx Xxxxx.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP (“Sellers Counsel”) has acted as legal counsel to certain the Sellers and their respective Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement. The parties recognize the community of interest that exists and will continue to exist until the Closing, and the parties agree and acknowledge that such community of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) neither the Parent nor any Oceanbulk Company shall seek to have any Sellers Counsel disqualified from representing Seller or its Affiliates (or any other equityholder of Seller) in any dispute (whether in contract or tort) that may arise between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel, on the one hand, and Seller or its Affiliates (or any other equityholder of Seller), on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel, on the one hand, and Seller or its Affiliates (or any other equityholder of Seller), on the other hand, Seller and its Affiliates shall have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between an Oceanbulk Company or its Affiliates formerly represented by Sellers Counsel or Seller and its Affiliates, on the one hand, and any Sellers Counsel, on the other hand, that occurred on or prior to the Closing, and provided that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends the foregoing shall not extend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity communication or the transactions contemplated herein. In addition, all communications file not involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions Transactions or the matters contemplated hereby hereby. The covenants contained in this Section 12.19 are intended to be for the benefit of, and shall be enforceable by, Sellers Counsel and its legal representatives and shall not be deemed exclusive of any other rights to be attorney-client confidences that belong solely to such which Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementCounsel is entitled, whether or not the Closing shall have occurred. Without limiting the generality of the foregoingpursuant to law, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities contract or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, and Xxxx & Xxxxxx LLP has have acted as legal counsel to certain Sellers and Parent, Seller, their Affiliates and the Company Group prior to the Closing, and that Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, and Xxxx & Xxxxxx LLP intends intend to act as legal counsel to certain Sellers Parent, Seller and their Affiliates (which will no longer include the Target EntitiesCompany Group) after the Closing, the each of Buyer and each the members of the Target Entities Company Group hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, or Xxxx & Xxxxxx LLP representing such Sellers Parent, Seller, and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity member of the Company Group or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and Parent, Seller, their Affiliates or any Target Entity member of the Company Group and Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, or Xxxx & Xxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Parent, Seller, and their Affiliates (and not the Target EntitiesCompany Group). Accordingly, the Target Entities Company Group shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, or Xxxx & Xxxxxx LLP relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Parent, Seller, and their Affiliates (and not the Target EntitiesCompany Group) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none no member of the Target Entities Company Group shall be a holder thereof, (bii) to the extent that files of Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, or Xxxx & Xxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Parent, Seller, and their Affiliates (and not the Target EntitiesCompany Group) shall hold such property rights and (ciii) Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx & Xxxxxx LLP, and Xxxx & Xxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any member of the Target Entities Company Group by reason of any attorney-client relationship between Xxxxx Day, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, Xxxxxxx LLP & Xxxxxx LLP, and Xxxx & Xxxxxx LLP, on the one hand, and any member of the Target Entities or otherwise. The Buyer further agreesCompany Group, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thehand.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation and its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxx, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or their respective Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and the Company or any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theotherwise.

Waiver of Conflicts. Recognizing (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP and/or Xxxxxxxx Xxxxxxx LLP has acted a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as legal counsel to certain Sellers and their Affiliates all communications prior to the Closing, and that Xxxxxx Xxxxx Closing among Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP and/or Xxxxxxxx Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the ClosingCompany, the Buyer Company Equity Holders or the Company Equity Holders’ Affiliates and each of the Target Entities hereby waivesRepresentatives, on its own behalf and agrees to cause its Affiliates to waive, that relate in any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate way to the BuyerTransactions, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers the Company Equity Holders and will may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the BuyerSurviving Pubco), any Target Entity Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of their Subsidiariesconfidential communications by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP to such third party; provided, and (b) however, that the Surviving Company may not waive such Sellers will have theprivilege without the prior written consent of the Company Securityholder Representative. 107

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to Purchaser, the Buyer, any Target Entity operation of the Xxxxx Xxxxx Facility or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller or its Affiliates and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their Affiliates (and not the Target Entities)its Affiliates. Accordingly, the Target Entities Purchaser shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing* * * * * [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, upon and after the ClosingMARKED BY BRACKETS, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagementHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theAS AMENDED.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers Seller, the Company and their respective Affiliates prior to the Closing, Closing and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers and/or their Seller or its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller, the Company and their respective Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of shares of Company Common Stock and their Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Company Common Stock and their Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Common Stock or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation and its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Common Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in Xxxxxxxx, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or their respective Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and the Company or any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theotherwise.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP has acted as legal counsel to certain Sellers and their respective Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Closing (the “Prior Counsel”). The Prior Counsel intends to act as legal counsel to certain Sellers and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the other than Buyer and each of the Target Entities its direct and indirect subsidiaries). Buyer hereby waiveswaives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waivewaive and to not assert, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP or relating to the Prior Counsel representing Sellers, its Affiliates or any of their respective officers, employees or directors (any such Sellers and/or their Affiliates person, a “Designated Person”) after the Closing as such representation may relate to in any matter involving this Agreement or any of the Buyer, any Target Entity Ancillary Agreements or the transactions contemplated hereinhereby or thereby, including relating to the Business. In additionWithout limiting the foregoing, all Buyer and Sellers agree that, following the Closing, Prior Counsel may serve as counsel to any Designated Person in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement (each a “Business Dispute”) notwithstanding any representation by Prior Counsel prior to the Closing, and Buyer (on behalf of itself and its Subsidiaries (including, after the Closing, the Purchased Subsidiary)) hereby agrees that, in the event that a Business Dispute arises after the Closing between Buyer or any of its respective Subsidiaries (including, after the Closing, the Purchased Subsidiary), on the one hand, and any Designated Person, on the other hand, Prior Counsel may represent one or more Designated Persons in such Business Dispute even though the interests of such Person(s) may be directly adverse to Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary) and even though Prior Counsel may have represented such Purchased Subsidiary in a matter substantially related to such Business Dispute. All communications involving attorney- attorney-client confidences between such Sellers or their respective Affiliates and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Prior Counsel in the course of the negotiation, documentation and consummation of the transactions contemplated hereby by this Agreement (the “Counsel Communications”) shall be deemed to be attorney-client confidences that belong solely to such Sellers and or their Affiliates (and not the Target Entities)respective Affiliates. Accordingly, the Target Entities Buyer shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Prior Counsel relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, Buyer (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of itself and its Subsidiaries (including, after the Closing, the Target EntitiesPurchased Subsidiary)) hereby waives and will not assert, that from and after Closing (a) the any attorney-client privilegeor other applicable legal privilege or protection with respect to the Counsel Communications or in connection with any post-Closing representation of Sellers, including in connection with a Business Dispute with Buyer or its Subsidiaries (including, following the Closing, any Purchased Subsidiary), it being the intention of the Parties that all such rights to such attorney-client and other evidentiary privilegesapplicable legal privilege or protection and to control such attorney-client and other applicable legal privilege or protection shall be retained by Sellers and their respective Affiliates, and that Sellers or their respective Affiliates and not Buyer or its Subsidiaries (including, after the expectation of Closing, the Purchased Subsidiary), shall have the sole right to decide whether or not to waive any attorney-client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity other applicable legal privilege or any of their Subsidiaries, and (b) such Sellers will have theprotection.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP (“Xxxxxxxx”) has acted as legal counsel to the Acquired Companies, certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Acquired Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any of the Unitholders, the Blocker Parents or the Blockers and their respective Affiliates after the Closing as such solely in connection with the representation may relate directly relating to the Buyer, any Target Entity or the transactions contemplated hereinContemplated Transactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Acquired Companies, the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates or any Target Entity directly relating to the Contemplated Transactions (and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in not with respect to the ordinary course of the negotiation, documentation and consummation business of the transactions contemplated hereby Acquired Companies) shall be deemed to be attorney-client confidences that belong solely to such Sellers Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company). Accordingly, the Target Entities Acquired Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP directly relating to its engagementthe Contemplated Transactions, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies which shall be vested with the Acquired Companies), and none of the Target Entities Acquired Companies or the Surviving Company shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement the Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies) constitute property of the client, only such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Acquired Companies or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Acquired Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between Parent, the Surviving Company or any of the Acquired Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, solely as it directly relates to the Contemplated Transactions, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aAcquired Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Xxxxxxxx to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of the Acquired Companies may waive such privilege without the prior written consent of the Securityholders’ Agent, on behalf of the Unitholders, Blocker Parents and Blockers and their Subsidiaries, and (b) such Sellers will have therespective Affiliates.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to date hereof, in each case, in connection with the Closingtransactions contemplated hereby, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingClosing in connection with the transactions contemplated hereby, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates controlled Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity or the Surviving Corporation and its Subsidiaries, and, in each case, the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in Xxxxxxxx, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or their respective Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf and on behalf none of the Surviving Corporation or any of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the is waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, transactions contemplated hereby) in connection with any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party Litigation.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G has acted as legal counsel to certain Sellers Seller, US Seller, Company, US Company, their respective Affiliates and their Affiliates the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to Seller, US Seller and certain Sellers and their of its Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer Purchaser and each US Purchaser, on their own behalf and, effective as of the Target Entities Closing, on behalf of the Group Companies hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of Seller, US Seller and/or their Affiliates after the Closing as such representation may relate to the BuyerPurchaser, US Purchaser, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers among Seller, US Seller and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (the “Engagement”) shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagementthe Engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Engagement, and none any of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement the Engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies relating to the Engagement by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between Purchaser, US Purchaser or any of the Group Companies, on the one hand, and a third party (other than a Party or its own behalf and Affiliates), on the other hand, after the Closing, Purchaser (including, effective as of the Closing, on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegesthat, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyerneither Purchaser, any Target Entity or US Purchaser nor any of their Subsidiaries, and (b) the Group Companies may waive such Sellers will have theprivilege without the prior written consent of Seller.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP has and The Mxxxxx Law Firm, PLLC have acted as legal counsel to Seller, certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (including Gxxxxxxxxxx Equity Partners, LLC and its Affiliates), and the Company and its Subsidiaries prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP intends and The Mxxxxx Law Firm, PLLC intend to act as legal counsel to Seller and certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (which will no longer include the Target Entitiesincluding Gxxxxxxxxxx Equity Partners, LLC and its Affiliates) after the Closing, the Buyer and each of the Target Entities Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates (including, following the Closing, the Company and its Subsidiaries) to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP and/or The Mxxxxx Law Firm, PLLC representing such Sellers any of Seller and/or their Seller’s Affiliates or direct and indirect equity holders (including Gxxxxxxxxxx Equity Partners, LLC and its Affiliates) after the Closing as such representation may relate to Purchaser, the Buyer, any Target Entity Company and its Subsidiaries or the transactions contemplated hereinherein or the other Transaction Documents. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their any of Seller or Seller’s Affiliates or any Target Entity direct or indirect equity holders (including Gxxxxxxxxxx Equity Partners, LLC and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP its Affiliates) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby and by the other Transaction Documents shall be deemed to be attorney-client confidences that belong solely to Seller and such Sellers Affiliates and their Affiliates direct and indirect equity holders (and not Purchaser or its Affiliates (including, following the Target EntitiesClosing, the Company and/or its Subsidiaries)). Accordingly, neither Purchaser nor, following the Target Entities Closing, the Company and/or its Subsidiaries shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP or The Mxxxxx Law Firm, PLLC relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its applicable Affiliates and direct and indirect equity holders (including Gxxxxxxxxxx Equity Partners, LLC and not the Target Entitiesits Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company and/or its Subsidiaries) shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP or The Mxxxxx Law Firm, PLLC in respect of such engagement constitute property of the client, only such Sellers Seller and/or Seller’s applicable Affiliates and their Affiliates direct and indirect equity holders (including Gxxxxxxxxxx Equity Partners, LLC and not the Target Entitiesits Affiliates) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP and The Mxxxxx Law Firm, PLLC shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company and/or its Subsidiaries) by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP or The Mxxxxx Law Firm, PLLC and Seller or the Company or any of the Target Entities Subsidiary thereof or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP (“Xxxxxxxx”) has acted as legal counsel to the Acquired Companies, certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Acquired Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any of the Unitholders, the Blocker Parents or the Blockers and their respective Affiliates after the Closing as such solely in connection with the representation may relate directly relating to the Buyer, any Target Entity or the transactions contemplated hereinContemplated Transactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Acquired Companies, the Unitholders, the Blocker Parents and the Blockers and their respective Affiliates or any Target Entity directly relating to the Contemplated Transactions (and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in not with respect to the ordinary course of the negotiation, documentation and consummation business of the transactions contemplated hereby Acquired Companies) shall be deemed to be attorney-client confidences that belong solely to such Sellers Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company). Accordingly, the Target Entities Acquired Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP directly relating to its engagementthe Contemplated Transactions, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagementthe Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies which shall be vested with the Acquired Companies), and none of the Target Entities Acquired Companies or the Surviving Company shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement the Contemplated Transactions (but not with respect to the ordinary course of business of the Acquired Companies) constitute property of the client, only such Sellers the applicable Unitholders, Blocker Parents and Blockers and their respective Affiliates (and not the Target EntitiesAcquired Companies or the Surviving Company) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Acquired Companies or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Acquired Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between Parent, the Surviving Company or any of the Acquired Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, solely as it directly relates to the Contemplated Transactions, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aAcquired Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Xxxxxxxx to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of the Acquired Companies may waive such privilege without the prior written consent of the Securityholders’ Agent, on behalf of the Unitholders, Blocker Parents and Blockers and their Subsidiaries, and (b) such Sellers will have therespective Affiliates. 84

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers and their the Representative and its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers and their the Representative and its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such certain Sellers and the Representative and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, Merger Sub, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Sellers, the Representative, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP has acted as legal counsel to certain Sellers Seller, its Affiliates and their Affiliates the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP relating to its the engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as based upon such representation may relate relating to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course arising out of the negotiation, documentation and consummation of the transactions contemplated hereby Transaction (the “Engagement”). In addition, all Attorney-Client Communications, as defined herein, shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ Seller’s consent, have access to any such communicationsAttorney-Client Communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementrepresentation of the Seller and its Affiliates (including the Group Companies) in the Engagement, whether or not the Closing shall have occurred, based upon the fact of such representation. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementAttorney-Client Communications, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement the Attorney-Client Communications and the Engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Group Companies or otherwiseotherwise related to the Engagement. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target EntitiesGroup Companies), that from and after Closing (ai) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers Seller and will not pass to or be claimed by the Buyer, any Target Entity Company or any of their Subsidiaries, and (bii) such Sellers Seller will have thethe exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Group Companies) not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or a Seller’s Affiliate; or (B) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or a Seller’s Affiliate. “Attorney-Client Communication’’ means any communication occurring on or prior to Closing between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP on the one hand and Company, its Subsidiaries, Seller, or any of their respective Affiliates on the other hand that in any way relates to or arises out of the negotiation, documentation and 74 consummation of the Transaction. Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP is an express third party beneficiary of this Section 10.15. For the avoidance of doubt, Attorney-Client Communications shall not include communications occurring on or prior to Closing between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP on the one hand and any of the Group Companies, Seller, or any of their respective Affiliates on the other hand, that in any way relates to or arises out of matters other than the negotiation, documentation and consummation of the Transaction.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Sidley Austin LLP (“CAH Counsel”) has acted as legal counsel to CAH, Sponsor, certain Sellers CAH security holders and certain of their Affiliates respective affiliates prior to the Closing and that each of Xxxxxxx Procter LLP and Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (collectively, “XXX Counsel”) has acted as legal counsel to the Company and certain of its affiliates, including Merger Sub, prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to CAH Counsel and XXX Counsel may act as legal counsel to CAH, the Surviving Corporation and one or more of its Subsidiaries, Sponsor, certain Sellers CAH security holders and certain of their Affiliates (which will no longer include the Target Entities) respective affiliates after the Closing, the Buyer and each of CAH and the Target Entities Surviving Corporation (including on behalf of the Surviving Corporation’s subsidiaries) hereby waives, on its own behalf and agrees to cause its Affiliates affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP CAH Counsel or XXX Counsel representing such Sellers and/or CAH, Merger Sub, the Surviving Corporation or any of its Subsidiaries, Sponsor, any CAH security holder and any of their Affiliates respective affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- attorney-client confidences between such Sellers and by or among CAH, Sponsor, CAH security holders or their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP respective affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall will be deemed to be attorney-client confidences that belong solely to Sponsor, such Sellers and their Affiliates CAH security holder or such affiliate (and not to CAH, the Target EntitiesSurviving Corporation or any of its Subsidiaries). Accordingly, CAH and the Target Entities shall notSurviving Corporation, without such Sellers’ consentas the case may be, will not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP CAH Counsel relating to its such engagement, whether or not the Closing shall will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Sponsor or the applicable CAH security holder and their Affiliates its affiliates (and not CAH, the Target EntitiesSurviving Corporation or any of its Subsidiaries) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of CAH, the Target Entities shall Surviving Corporation and its Subsidiaries will be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP CAH Counsel in respect of such engagement constitute property of the client, only such Sellers and Sponsor, the applicable CAH security holder or their Affiliates respective affiliates (and not CAH, the Target EntitiesSurviving Corporation or any of its Subsidiaries) shall will hold such property rights and rights, (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall CAH Counsel will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to CAH after the Closing and before or after the Closing, the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP CAH Counsel and CAH before the Closing and after the Closing, the Surviving Corporation and any of its Subsidiaries or otherwise and (iv) XXX Counsel will have no duty whatsoever to reveal or disclose any attorney-client communications or files from the Target Entities Company prior to the Closing to Sponsor, CAH or any CAH security holder before or after the Closing by reason of any attorney-client relationship between XXX Counsel and the Company before the Closing and, after the Closing, CAH, Sponsor, CAH security holder, the Surviving Corporation and any of its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, on in the event that a dispute arises between CAH, the Surviving Corporation or any of its own behalf Subsidiaries and a third party (other than a Party to this Agreement or any of their respective affiliates) after the Closing, CAH and the Surviving Corporation (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aSubsidiaries) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by CAH Counsel to such third party; provided, all other evidentiary privilegeshowever, and that neither CAH, the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Corporation nor any of their Subsidiaries, and (b) its Subsidiaries may waive such Sellers will have theprivilege without the prior written consent of the Sponsor.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LKP Global Law, LLP (“LKP”) has acted as legal counsel to the Company Parties, certain Sellers of the direct and indirect holders of shares of Capital Stock of the Company and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany Parties) after the Closing, the Buyer and each of GTY, Merger Sub and the Target Entities Company hereby waiveswaive, on its own behalf and agrees to cause its Affiliates Affiliates, Holdings, the Surviving Corporation and their Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP representing such Sellers and/or any direct or indirect holders of the shares of Capital Stock of the Company or their Affiliates after the Closing as such representation may relate to GTY, Merger Sub, Holdings, the BuyerCompany, any Target Entity the Surviving Corporation and their Subsidiaries or the transactions contemplated hereinTransaction. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of shares of Capital Stock of the Company, the Company Parties and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in LKP, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby Transaction shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesCompany, GTY, Holdings, the Surviving Corporation or their respective Subsidiaries). Accordingly, GTY, Holdings, the Target Entities Surviving Corporation and their Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between the GTY, the Surviving Company 66 TABLE OF CONTENTS and the Company and their respective Affiliates, on its own behalf the one hand, and a third party other than the eCivis Holders (solely in their capacity as equityholders of the Company), on behalf of its Subsidiaries (includingthe other hand, after ClosingGTY, the Target Entities), that from Surviving Company and after Closing (a) the Company and their respective Affiliates may assert the attorney-client privilegeprivilege with respect to such information, all other evidentiary privileges, files and the expectation communications to prevent disclosure of client confidence as confidential communications to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party. TABLE OF CONTENTS

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to the Company and certain Sellers of the Equityholders and certain of their respective Affiliates prior to the ClosingClosing in connection with the Transactions (the “Prior Representation”), and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers of the Equityholders and certain of their respective Affiliates (which will no longer include the Target EntitiesSurviving LLC) after the Closing, the Buyer and each of Parent and the Target Entities Company hereby waiveswaives and agrees not to assert, on its own behalf and agrees to cause its Affiliates to waivewaive and not to assert, any conflicts that may arise as a consequence of the Prior Representation in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers and/or the Equityholders and certain of their respective Affiliates after the Closing as such in connection with a representation may relate relating to Parent, the Buyer, any Target Entity Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers and the Equityholders, their Affiliates or any Target Entity the Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions (the “Privileged Deal Materials”) shall be deemed to be attorney-client confidences that belong solely to such Sellers the Equityholders and their Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company and Parent shall not, without such Sellers’ consent, have not be entitled to request access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the Equityholders and their Affiliates (and not the Target EntitiesSurviving LLC) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent or the Target Entities Surviving LLC shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Equityholders and their Affiliates (and not the Target EntitiesSurviving LLC) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of Parent or the Target Entities Surviving LLC by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Surviving LLC or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between Parent, the Merger Subs, and the Company, on its own behalf the one hand, and a Person other than a party to this Agreement, on behalf of its Subsidiaries (includingthe other hand, after the Closing, the Target Entities), that from and after Closing (a) Company may assert the attorney-client privilege, all other evidentiary privileges, and privilege to prevent disclosure to such third-party of confidential communications by Xxxxxxxx & Xxxxx LLP to the expectation of client confidence Company. Except as to all Attorneythe Privileged Deal Materials, any other pre-Client Communications belong to certain Sellers and will not pass to or be claimed Closing privileged communications maintained by the Buyer, any Target Entity or any Company shall be the sole property of their Subsidiaries, and (b) such Sellers will have thethe Surviving LLC.

Waiver of Conflicts. Recognizing that Xxxxxx Each of the Buyer, the Company and each Shareholder acknowledges and agrees that: (i) Xxxxx Xxxxxxxx & Xxxxxxx Xxxx LLP has acted as legal counsel to certain Sellers for the Company and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise Altisource in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers this Agreement and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby and no other party; (ii) all communications between the Company, on the one hand and Xxxxx Xxxx LLP, on the other hand, relating to the drafting, negotiation, and execution of this Agreement and any disputes relating to this Agreement or the Contemplated Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (Altisource and not to the Target EntitiesCompany or any other party (“Privileged Transaction Communications”). Accordingly, ; and (iii) the Target Entities Buyer shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxx LLP relating related to its engagement, whether or not the Closing shall have occurred. Without limiting the generality such representation of the foregoingCompany or Altisource. For the avoidance of doubt, upon in the event of any dispute between or among the Buyer, the Company and the Shareholders after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of Altisource may assert the attorney-client privilege with respect to such engagementprevent disclosure of Privileged Transaction Communications. In the event of any Litigation between the Buyer or the Company, on the one hand, and none of the Target Entities shall be a holder thereof, (b) to the extent third-party that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and is not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agreesa Shareholder, on its own behalf and on behalf of its Subsidiaries (including, after Closingthe other hand, the Target Entities), that from Buyer and after Closing the Company may assert (abut not waive) the attorney-client privilege, all attorney work product doctrine, or other evidentiary privileges, applicable privilege to prevent the disclosure of any Privileged Transaction Communications. The Buyer and the expectation of client confidence as Company hereby agree that, if Altisource so desires, Xxxxx Xxxx LLP (or its successors) shall be permitted to all Attorney-Client Communications belong represent Altisource and any Shareholder after the Closing in connection with any matter, including without limitation (x) any dispute related to certain Sellers and will not pass to or be claimed the transactions contemplated by the Buyerthis Agreement, any Target Entity or any of their Subsidiaries(y) claims for indemnification under this Agreement, and (bz) disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement or the Contemplated Transactions. Each of the parties (on behalf of itself and its Affiliates) hereby consents to such Sellers will have therepresentation and waives any conflict of interest arising therefrom. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that such party has consulted with counsel or has been advised they should do so in this connection.

Waiver of Conflicts. Recognizing that Xxxxxx Bass, Xxxxx Xxxxxxxx & Xxxxxxx Xxxx PLC (“BBS”) and Xxxxx Xxxxx Xxxx LLP has (“FBT”) have acted as legal counsel to certain Sellers and their Affiliates the Acquired Entities prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to BBS and FBT may act as legal counsel to certain Sellers and Seller Parent, Sellers, or their respective Affiliates (which will no longer include the Target EntitiesAcquired Entities as of the Closing) after the Closing, the each of Buyer and each of the Target Acquired Entities (the “Post-Closing Buyer Group”) hereby waives, on its own behalf behalf, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP BBS or FBT representing such Seller Parent, Sellers and/or their respective Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Acquired Entities or the transactions contemplated hereinTransactions or any dispute hereunder. In addition, all communications prior to the Closing involving attorney- attorney-client confidences or communications between such Sellers Seller Parent, Sellers, the Acquired Entities or their respective Affiliates (the “Pre-Closing Company Group”) and their Affiliates or any Target Entity legal counsel, including BBS and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP FBT (collectively, the “Seller Legal Providers”), in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions or otherwise related to any dispute or Action arising under or in connection with this Agreement and the Transactions (the “Attorney Communications”) shall be deemed to be attorney-client confidences and communications that belong solely to such Sellers and their Affiliates the Pre-Closing Company Group (and but not the Target Acquired Entities). Accordingly, following the Target Entities Closing, the Post-Closing Buyer Group shall not, without such Sellers’ Seller Parent’s consent, have access to any such communicationsAttorney Communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP any Seller Legal Providers relating to its engagementengagement that constitute Attorney Communications, whether or not such communications or files are in the Closing shall have occurredpossession of an Acquired Entity. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates the applicable portion of the Pre-Closing Company Group (and but not the Target Acquired Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Acquired Entities shall not be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Seller Legal Providers in respect of such engagement constitute property of the client, only such Sellers and their Affiliates the applicable portion of the Pre-Closing Company Group (and not the Target Acquired Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Seller Legal Providers shall have no duty whatsoever to reveal or disclose any such Attorney-Client Attorney Communications or files to any of the Target Entities Post-Closing Buyer Group by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP BBS or FBT and any of the Target Acquired Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Shearman & Xxxxxxx Sterling LLP has acted may serve as legal counsel to certain Sellers and one or more of the Bakkt Equity Holders or their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Shearman & Sterling LLP prior to the ClosingClosing Date of Bakkt Opco. The Parties hereby (i) waive any claim they have or may have that Shearman & Sterling LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, and in the event that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates a dispute arises after the Closing between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company), on the one hand, and one or more of the Bakkt Equity Holders or any of their respective Affiliates, on the other hand, Shearman & Sterling LLP may represent one or more of the Bakkt Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company) and even though Shearman & Sterling LLP may have represented Bakkt Opco in a matter substantially related to such dispute. The Parties also further agree that, as such representation may relate to all communications prior to the BuyerClosing among Shearman & Sterling LLP and Bakkt Opco (or its Subsidiaries), any Target Entity one or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course more of the negotiationBakkt Equity Holders or such Bakkt Equity Holders’ Affiliates and Representatives, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to relate in any such communications, or way to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementTransactions, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers the applicable Bakkt Equity Holders and will may be controlled by such Bakkt Equity Holders and shall not pass to or be claimed by VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company). Notwithstanding the Buyerforegoing, any Target Entity in the event that a dispute arises between VIH (or Bakkt Pubco), Merger Sub or Bakkt Opco (or Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, Surviving Company may assert the attorney-client privilege to prevent disclosure of their Subsidiariesconfidential communications by Shearman & Sterling LLP to such third party; provided, and however, that the Surviving Company may not waive such privilege without the prior written consent of the holders of a majority in interest of the Surviving Company Common Units held by the Bakkt Equity Holders at the Closing (b) such Sellers will have thewhich shall for the avoidance of doubt shall exclude the Surviving Company Common Units issued to Bakkt Pubco).

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of shares of Membership Interests and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Membership Interests and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Company and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP representing such Sellers and/or any direct or indirect holders of the Membership Interests or their Affiliates after the Closing as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Company and its Subsidiaries or the transactions contemplated hereinby the Transaction Agreements. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Membership Interests, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in K&L Gates LLP, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby by the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Membership Interests and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Company or their respective Subsidiaries). Accordingly, the Target Entities Surviving Company and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of shares of Membership Interests and their respective Affiliates (and not the Target EntitiesSurviving Company and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Company or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Membership Interests and their respective Affiliates (and not the Target EntitiesSurviving Company and its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx K&L Gates LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf and on behalf none of the Surviving Company or any of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the is waiving any attorney-client privilegeprivilege (including relating to the negotiation, all other evidentiary privileges, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed transactions contemplated by the Buyer, Transaction Documents) in connection with any Target Entity or any third-party litigation. Agreement and Plan of their Subsidiaries, and (b) such Sellers will have theMerger

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates and the Company and its Subsidiaries prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the Closing, the Buyer and each of Purchaser and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to Purchaser, the BuyerCompany or any of its Subsidiaries, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates Seller, its Affiliates, the Company or any Target Entity of its Subsidiaries and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries). Accordingly, the Target Entities Company and each of its Subsidiaries shall not, without such Sellers’ Seller’s consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company or any of its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer Purchaser further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target EntitiesCompany and its Subsidiaries), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers Seller and will not pass to or be claimed by Purchaser, the Buyer, any Target Entity Company or any of their Subsidiaries, and (b) such Sellers Seller will have thethe exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Purchaser will not, and will cause each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or a Seller’s Affiliate; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or a Seller’s Affiliate. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any member of the Alkali Group, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Purchaser and the Company may assert any attorney-client privilege to prevent disclosure of any such communications with Xxxxxxxx & Xxxxx LLP to such third party; provided, that the Company

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Procter LLP (“Xxxxxxx”) has acted as legal counsel to certain Sellers of the Company Securityholders and their the Company and its Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Company Securityholders after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers any of the Company Securityholders, the Securityholder Representative and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Parent or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Company Securityholders and their its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company). Accordingly, the Target Entities Parent and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Parent or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the applicable Company Securityholders and their Affiliates (and not the Target EntitiesParent or the Surviving Company) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Parent or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Parent or Surviving Company or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between the Parent or the Surviving Company and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aParent) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Xxxxxxx to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation Surviving Company nor the Parent may waive such privilege without the prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the BuyerSecurityholder Representative, any Target Entity or any on behalf of their Subsidiaries, and (b) such Sellers will have thethe Company Securityholders.

Waiver of Conflicts. (a) Recognizing that Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers the Sellers, the Company and their Affiliates Company Subsidiaries prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, each Buyer, the Buyer Company and each of the Target Entities their respective Subsidiaries hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to Sellers, the Buyer, any Target Entity Company and their respective Subsidiaries or the transactions contemplated hereinTransactions and any other agreement or instrument entered into in connection herewith. In addition, all communications involving attorney- attorney-client confidences between such Sellers and Sellers, their Affiliates Affiliates, the Company or any Target Entity of its Subsidiaries and Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target EntitiesCompany or any its respective Affiliates after Closing). Accordingly, Buyers, the Target Entities Company and their respective Affiliates shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers and their Affiliates (and not Buyers, the Target EntitiesCompany or their respective Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Buyers, the Target Entities Company or their respective Affiliates shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Sellers, and their Affiliates (and not Buyers, the Target EntitiesCompany or their respective Affiliates) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Buyers, Company or any of their Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities such Person or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of Parent and the Target Entities Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, waives any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders (including Warburg Pincus and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Warburg Pincus and their its Affiliates) and its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise; provided that the foregoing shall not extend to any communication or file not involving the negotiation, documentation and consummation of the transactions contemplated this Agreement or any other agreements contemplated thereby. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may asset the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Cardinal LLC and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Cardinal LLC and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders (including Cardinal LLC and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Cardinal LLC and their its Affiliates) and its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between the Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP (“Dxxxx Xxxx”) has acted as legal counsel to Parent, Merger Sub I, Merger Sub II, Sponsor, certain Sellers Parent security holders and certain of their respective Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to Dxxxx Xxxx may act as legal counsel to Parent, the Final Surviving Company and one or more of its subsidiaries, Sponsor, certain Sellers Parent security holders and certain of their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of Parent and the Target Entities Final Surviving Company (including on behalf of the Final Surviving Company’s subsidiaries) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Dxxxx Xxxx’x representing such Sellers and/or Parent, Merger Sub I, Merger Sub II, the Final Surviving Company, or any of its subsidiaries, Sponsor, any Parent, security holder and any of their respective Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- attorney-client confidences between such Sellers and by or among Parent, Merger Sub I, Merger Sub II, Sponsor, Parent security holders or their respective Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall Transactions will be deemed to be attorney-client confidences that belong solely to Sponsor, such Sellers and their Affiliates Parent security holder or such Affiliate (and not to Parent, the Target EntitiesFinal Surviving Company or any of its subsidiaries). Accordingly, Parent and the Target Entities shall notFinal Surviving Company, without such Sellers’ consentas the case may be, will not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Dxxxx Xxxx relating to its such engagement, whether or not the Closing shall will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Sponsor or the applicable Parent security holder and their its Affiliates (and not Parent, the Target EntitiesFinal Surviving Company or any of its subsidiaries) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent, the Target Entities shall Final Surviving Company and its subsidiaries will be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Dxxxx Xxxx in respect of such engagement constitute property of the client, only such Sellers and Sponsor, the applicable Parent security holder or their respective Affiliates (and not Parent, the Target EntitiesFinal Surviving Company or any of its subsidiaries) shall will hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall Dxxxx Xxxx will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to Parent after the Closing and before or after the Closing, the Final Surviving Company or any of the Target Entities its subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Dxxxx Xxxx and Parent, Merger Sub I and Merger Sub II before the Closing and after the Closing, the Final Surviving Company and any of the Target Entities its subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, on in the event that a dispute arises between Parent, the Final Surviving Company or any of its own behalf subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Parent and the Final Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (asubsidiaries) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Dxxxx Xxxx to such third party; provided, all other evidentiary privilegeshowever, and that neither Parent, the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the BuyerFinal Surviving Company, any Target Entity or nor any of their Subsidiaries, and (b) its subsidiaries may waive such Sellers will have theprivilege without the prior written consent of the Sponsor.

Waiver of Conflicts. Recognizing Each party to this Agreement acknowledges that Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxx LLP Xxxxxxxxx LLP, counsel for the Company, has acted as in the past performed and may continue to perform legal counsel to services for certain Sellers and their Affiliates prior of the Purchasers in matters unrelated to the Closingtransactions described in this Agreement, including the representation of such Purchasers in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that Xxxxxx Xxxxx Xxxxxxxx they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Xxxxxx, Xxxxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to Xxxxxxxxx LLP’s representation of certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waivesPurchasers in such unrelated matters and to Xxxxxx, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise Xxxxxxxxxx & Xxxxxxxxx LLP’s representation of the Company in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or this Agreement and the transactions contemplated hereby. The parties have executed this Second Amended and Restated Subordinated Convertible Note Purchase Agreement as of the date first written above. THE COMPANY: MOVIEPASS INC. By: (Signature) Name: Title: Address: 000 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 [SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT OF MOVIEPASS INC.] The parties have executed this Second Amended and Restated Subordinated Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: By: (Signature) Name: Title: Address: [SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT OF MOVIEPASS INC.] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Purchase Date [●] [●] [●] EXHIBIT B FORM OF PRIOR NOTE EXHIBIT C FORM OF HMA NOTE EXHIBIT D PURCHASER WITHHOLDING EXEMPTIONS DISCLOSURE SCHEDULES TO THE SECURITIES PURCHASE AGREEMENT These Disclosure Schedules are being delivered by Helios and Xxxxxxxx Analytics Inc., a Delaware corporation (the “Company”), to each buyer identified on the signature pages to that certain Securities Purchase Agreement, dated August 15, 2017 (the “Agreement”). Capitalized terms used herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP but not defined herein, shall have the respective meanings ascribed thereto in the course Agreement. The inclusion of the negotiation, documentation and consummation of the transactions contemplated hereby any information in these Disclosure Schedules shall not be deemed to be an admission or evidence of the materiality of such information, nor shall it establish a standard of materiality for any purpose whatsoever. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be disclosed in these Disclosure Schedules. Neither the specification of any dollar amount in the representations and warranties contained in the Agreement nor the inclusion of any specific item in these Disclosure Schedules is intended to imply that such amounts, higher or lower amounts, the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in these Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter is or is not material, or may constitute an event or condition which could be considered to have a Material Adverse Effect. No disclosure in these Disclosure Schedules relating to any possible or alleged breach or violation of any Law or contract shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In disclosing the information in these Disclosure Schedules, each of the Company and its Subsidiaries expressly does not waive any attorney-client confidences that belong solely to privilege associated with such Sellers and their Affiliates (and not information or any protection afforded by the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access work-product doctrine with respect to any such communications, of the matters disclosed or discussed herein. References in these Disclosure Schedules to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementany Contract or other agreement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoingbinding, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect include references to such engagementcontract’s or other agreement’s exhibits, annexes and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theschedules.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates one or more members of the Seller Group prior to the Initial Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates one or more members of the Seller Group (which will no longer include the Target EntitiesTransferred Subsidiaries) after the Initial Closing, the Buyer and each of Purchaser and the Target Entities Transferred Subsidiaries hereby (i) waives, on its own behalf and agrees on behalf of its Representatives and affiliates (individually and collectively, the “Purchaser Group”), and shall cause any affiliate thereof to cause its Affiliates consent to and waive, any conflicts claim they have or may have that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing has a conflict of interest or is otherwise prohibited from engaging in such Sellers and/or representation and (ii) acknowledge and agree, on their Affiliates own behalf and on behalf of their affiliates, including the Transferred Subsidiaries following the Initial Closing, that, in the event that any dispute arises after the Initial Closing as between the Purchaser Group or a Transferred Subsidiary and LivaNova or its affiliates, Xxxxxx & Xxxxxxx LLP may represent one or more of LivaNova or its affiliates in such representation dispute even though the interests of such person(s) may relate be directly adverse to Purchaser or any Transferred Subsidiary and even though Xxxxxx & Xxxxxxx LLP may have represented a Transferred Subsidiary in a matter substantially related to such dispute. Purchaser represents that Purchaser’s own attorney has explained and helped Purchaser evaluate the Buyerimplications and risks of waiving the right to assert future conflict against Xxxxxx & Xxxxxxx LLP, any Target Entity or the transactions contemplated hereinand Purchaser’s consent with respect to this waiver is fully informed. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates any of LivaNova, its affiliates or any Target Entity Transferred Subsidiary and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby (including, for the avoidance of doubt, all of the client files and records in the possession of Xxxxxx & Xxxxxxx LLP related to this Agreement and the transactions contemplated hereby) shall be deemed to be attorney-client confidences that belong solely to such Sellers LivaNova and their Affiliates its affiliates (and not the Target EntitiesTransferred Subsidiaries), and the attorney-client privilege and the expectation of client confidence belongs to, and shall be controlled by, the Seller Group and will not pass to or be claimed by Purchaser or a Transferred Subsidiary. Accordingly, the Target Entities Transferred Subsidiaries shall not, without such Sellers’ LivaNova’s consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Initial Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Initial Closing, (a) such Sellers LivaNova and their Affiliates its affiliates (and not the Target EntitiesTransferred Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Transferred Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers LivaNova and their Affiliates its affiliates (and not the Target EntitiesTransferred Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Transferred Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Transferred Subsidiaries or otherwise. The Buyer further agreesIn addition, on its own behalf Purchaser and on behalf of its the Transferred Subsidiaries (including, after Closing, the Target Entities), agree that from and after Closing (a) the it would be impractical to remove all attorney-client privilegecommunications from the records (including e-mails and other electronic files) of the Transferred Subsidiaries. Accordingly, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong any such communications prior to certain Sellers the Initial Closing, Purchaser and will not pass each Transferred Subsidiary together with any of their respective affiliates, subsidiaries, successors or assigns, further agree that no such person may use or rely on or access without consent any of such communications in a manner that may be adverse to or be claimed by the Buyer, any Target Entity LivaNova or any of their Subsidiaries, and (b) such Sellers will have theits affiliates.

Waiver of Conflicts. Recognizing that Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers the Seller and their its Affiliates (including the Company) prior to the Closing, and that Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers the Seller and their its Affiliates (which will no longer include the Target EntitiesCompany) after the Closing, each of the Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers the Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinhereby or by the other Transaction Documents. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Seller, its Affiliates or any Target Entity the Company and Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or by the other Transaction Documents shall be deemed to be attorney-client confidences that belong solely to such Sellers the Seller and their its Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Buyer and its Affiliates (including the Company after the Closing) shall not, without such Sellers’ the Seller’s consent, have access to any such communications, or to the files of Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Seller and their its Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company shall not be a holder thereof, (bii) to the extent that files of Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Seller and their its Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (ciii) Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to Buyer or any of its Affiliates (including the Target Entities Company after the Closing) by reason of any attorney-client relationship between Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity Seller or any of their Subsidiaries, and its Affiliates (bincluding the Company prior to the Closing) such Sellers will have theor otherwise.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx a. The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Loeb & Xxxxxxx Loeb LLP has acted may serve as legal counsel to certain Sellers the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Loeb & Loeb LLP prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each Closing Date of the Target Entities Company. The Parties hereby waives(i) waive any claim they have or may have that Loeb & Loeb LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, on its own behalf and agrees to cause its Affiliates to waive, any conflicts in the event that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Thunder Bridge II, Merger Subs or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, Loeb & Loeb LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Thunder Bridge II, Merger Subs or the Company (or the Surviving Company) and even though Loeb & Loeb LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as such representation may relate to all communications prior to the BuyerClosing among Loeb & Loeb LLP and the Company, any Target Entity the Company Equity Holders or the transactions contemplated herein. In additionCompany Equity Holders’ Affiliates and Representatives, all communications involving attorney- client confidences between such Sellers and their Affiliates or that relate in any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or way to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementTransactions, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers the Company Equity Holders and will may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the BuyerSurviving Pubco), any Target Entity Thunder Bridge II, Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Thunder Bridge II, Merger Subs or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of their Subsidiariesconfidential communications by Loeb & Loeb LLP to such third party; provided, and (b) however, that the Surviving Company may not waive such Sellers will have theprivilege without the prior written consent of the Company Securityholder Representative. 106

Waiver of Conflicts. Recognizing It is acknowledged by each of the Parties that Xxxxxx Xxxxx Xxxxxxxx & Sellers, the Seller Representative and their equityholders (and their respective Affiliates) have retained Bxxxx Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends (“Sellers’ Counsel”) to act as legal their counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall and that Sellers’ Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client of Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including the Companies after the Closing Date) and the Seller Representative, Sellers or any of their respective Affiliates, Sellers’ Counsel may represent the Seller Representative, Sellers or any of their respective Affiliates in such dispute even though the interests of the Seller Representative, Sellers or any of their respective Affiliates may be deemed directly adverse to be attorney-client confidences that belong solely Buyer or any of its Affiliates (including the Companies after the Closing Date) and even though Sellers’ Counsel may have represented the Companies in a matter substantially related to such Sellers dispute, and their Buyer and its Affiliates (including the Companies after the Closing Date) hereby waive, on behalf of themselves and not the Target Entities)each of their Affiliates, any conflict of interest in connection with such representation by Sellers’ Counsel. AccordinglyBuyer further agrees that, as to all pre-Closing communications among Sellers’ Counsel, the Target Entities shall not, without such Sellers’ consent, have access to Companies and any such communications, or to the files equityholder of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality any of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) Companies solely to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of related to the clienttransactions contemplated by this Agreement, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as and all other rights to all Attorneyany evidentiary privilege with respect to such pre-Client Communications Closing communications belong to certain the Seller Representative, Sellers and will their respective Affiliates, as applicable, and may be controlled by the Seller Representative, Sellers and their respective Affiliates and shall not pass to or be claimed by the Buyer, any Target Entity Buyer or any of its Affiliates (including the Companies after the Closing Date); provided, that the foregoing shall in no event limit or otherwise affect Buyer’s or any of the Companies’ right to assert any attorney-client privilege or any other rights to any evidentiary privilege with respect to any such communications against any Person other than any Sellers and their Subsidiariesrespective Affiliates prior to the Closing. Buyer, on behalf of itself and its Affiliates (bincluding the Companies after the Closing Date) shall not be entitled to waive such Sellers will have theprivilege except with the prior written consent of the Seller Representative.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders (including Warburg Pincus and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Warburg Pincus and their its Affiliates) and its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the* * * * 57

Waiver of Conflicts. (a) Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp has acted as legal counsel to certain Sellers Seller, the Company and its Subsidiaries and their respective Affiliates prior to the Closing, Closing and that Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP intends llp intend to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target Entities) after the Closing, the each of Buyer and each of the Target Entities Company and its Subsidiaries hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp representing such Sellers and/or their Seller or its Affiliates after the Closing as such representation may relate to the Buyer, the Company, any Target Entity Subsidiary or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller, the Company and its Subsidiaries and their respective Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany or any Subsidiary). Accordingly, the Target Entities Company and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp relating to its such engagement, whether or not from and after the Closing shall have occurredClosing. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company and its Subsidiaries shall not be a holder holders thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target Entities) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company or any of the Target Entities Subsidiary by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP llp and the Company, any of the Target Entities Subsidiary or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC has acted as legal counsel to Sabine, the Seller, the Real Estate Entity and certain Sellers and of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC intends to act as legal counsel to Seller, the Real Estate Entity and certain Sellers and of their Affiliates (which will no longer shall not include the Target EntitiesSabine) after the Closing, the Buyer and each of the Target Entities ClearOne, Purchaser and Sabine hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC representing such Sellers and/or Seller, the Real Estate Entity, and their Affiliates after the Closing as such representation may relate to the BuyerClearOne, any Target Entity Purchaser, Sabine or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller, the Real Estate Entity, Sabine and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Seller, the Real Estate Entity and their respective Affiliates (and not the Target EntitiesSabine). Accordingly, ClearOne, the Target Entities Purchaser and Sabine shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC relating to its engagement, whether or not such engagement from and after the Closing shall have occurredDate. Without limiting the generality of the foregoing, upon from and after the ClosingClosing Date, (a) such Sellers Seller, the Real Estate Entity and their respective Affiliates (and not ClearOne, the Target EntitiesPurchaser or Sabine) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC in respect of such engagement constitute property of the client, only such Sellers and Seller, the Real Estate Entity their respective Affiliates (and not ClearOne, the Target EntitiesPurchaser or Sabine) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities ClearOne, Purchaser or Sabine by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxxxxx PLLC and any of the Target Entities Seller or Sabine or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 10.14 will be irrevocable, and no term of this Section 10.14 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers Xxxxxxxxx PLLC. Each of the parties hereto acknowledges that such consent and will not pass to waiver is voluntary, has been carefully considered and the parties have consulted with counsel or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thebeen advised they should do so.

Waiver of Conflicts. Recognizing that each of Milbank LLP and Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Milbank LLP and Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends Advogados intend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the each of Buyer and each of the Target Entities Sellers hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Milbank LLP or Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers and Sellers, their respective Affiliates or any Target Entity the Company and Milbank LLP or Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions (the “Privileged Communications”) shall be deemed to be attorney-client confidences that belong solely to such Sellers and their respective Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, have access to any such communicationsPrivileged Communications, or to the files of Milbank LLP or Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their respective Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such the Privileged Communications and the related engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of Milbank LLP or Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados in respect of such engagement constitute property of the client, only such Sellers and their respective Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) neither Milbank LLP nor Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados shall have no any duty whatsoever to reveal or disclose any such Attorney-Client Privileged Communications or files to any of the Target Entities Company by reason of any attorney-client relationship between Milbank LLP or Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Advogados and any of the Target Entities Company or otherwise. The Notwithstanding the foregoing, in the event that after the Closing a dispute arises between Buyer further agreesor its Affiliates (including the Company), on its own behalf the one hand, and on behalf of its Subsidiaries a third party (including, after Closing, the Target Entitiesother than any Seller), that from on the other hand, Buyer and after Closing its Affiliates (aincluding the Company) may assert the attorney-client privilegeprivilege to prevent disclosure of Privileged Communications to such third party; provided, all other evidentiary privilegeshowever, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or that neither Buyer nor any of their Subsidiaries, and its Affiliates (bincluding the Company) may waive such Sellers will have theprivilege without the prior written consent of Sellers. Section 10.20

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP (“L&W”) has acted as legal counsel to Seller, certain Sellers of the equity holders of Seller (the Company Group and certain of their Affiliates respective Affiliates) prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP L&W intends to act as legal counsel to Seller, certain Sellers of the equity holders of Seller and certain of their respective Affiliates (which will no longer include the Target Entities) including after the Closing), the Buyer and each (including on behalf of the Target Entities Company Group following the Closing) hereby waives, on its own behalf waives and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP L&W representing such Sellers and/or their Seller, any equity holder of Seller (including) or any of its Affiliates after the Closing as such representation may relate a result of L&W representing the Company Group prior to the Buyer, any Target Entity or the transactions contemplated hereinClosing. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Affiliates Seller, any equity holder of Seller (including) or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of their respective Affiliates that relate primarily to the negotiation, documentation and consummation of the transactions contemplated hereby shall will be deemed to be attorney-client confidences that belong solely to such Sellers Person and their its Affiliates (and not to the Target EntitiesCompany Group). Accordingly, none of the Target Entities shall not, without such Sellers’ consent, members of the Company Group will have the right to access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP L&W relating to its such engagement, whether or not the Closing shall have has occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers Seller or the applicable equity holder of Seller and their its Affiliates (and not the Target EntitiesCompany Group) shall will be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall members of the Company Group will be a holder thereof, (b) to the extent that the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP L&W in respect of such engagement constitute property of the client, only such Sellers Seller or the applicable equity holder of Seller and their its Affiliates (and not the Target EntitiesCompany Group) shall will hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall L&W will have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company Group by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP L&W and any member of the Target Entities Company Group. Notwithstanding anything to the contrary contained in the foregoing, if a dispute arises between Buyer or otherwise. The Buyer further agrees, on its own behalf any member of the Company Group and on behalf a third party (other than a Party or any of its Subsidiaries (including, their respective Affiliates) after the Closing, the Target Entities), that from and after Closing (a) applicable member of the 51 Company Group may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by L&W to such third party; provided, all other evidentiary privileges, and neither Buyer nor any member of the expectation Company Group may waive such privilege without the prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theSeller.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP has acted as legal counsel to certain Sellers Seller, its Affiliates and their Affiliates the Company prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target EntitiesCompany) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their Seller, its Affiliates or any Target Entity the Company and Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the Seller and their its Affiliates (and not the Target EntitiesCompany) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company shall not be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesCompany) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Wxxxxxx Xxxx & Xxxxxxx Gxxxxxxxx LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates the Group Companies prior to the Closing, and that Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers the Stockholders’ Representative and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, Parent, Merger Sub and the Buyer and Company each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates (including the Surviving Corporation and its Subsidiaries after Closing) to waive, any conflicts that may arise in connection with Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers the Stockholders’ Representative and/or their its Affiliates (or any of the other Company Stockholders) after the Closing as such representation may relate to the BuyerParent, Merger Sub, any Target Entity Group Company or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- client confidences between such Sellers and their the Stockholders’ Representative, its Affiliates or any Target Entity Group Company and Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, none of the Target Entities shall notGroup Companies shall, without such Sellersthe Stockholders’ Representative’s consent, have access to any such communications, or to the files of Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Stockholders’ Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Dxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel has acted as legal counsel to the Corporation, its Subsidiaries, certain Sellers of the direct and indirect holders of the Shares and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel intends to act as legal counsel to certain Sellers of such direct and indirect holders of Shares and their respective Affiliates (which will no longer include the Target EntitiesCorporation and its Subsidiaries) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Corporation hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel representing any such Sellers and/or direct or indirect holders of Shares or their respective Affiliates after the Closing as such representation may relate to this Agreement, the Buyer, any Target Entity other Transaction Documents or the transactions contemplated hereinhereby or thereby. In addition, all communications prior to the Closing involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Shares, the Corporation and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of Identified Counsel, on the other hand, to the extent related to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers direct and indirect holders of Shares and their respective Affiliates (and not the Target EntitiesCorporation, the Surviving Corporation or its Subsidiaries). Accordingly, neither Parent, the Target Entities Surviving Corporation nor any of their respective Subsidiaries shall not, without such Sellers’ consent, have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel to the extent relating to its engagementthe negotiation, whether or not documentation and consummation of the Closing shall have occurredtransactions contemplated hereby from and after the Effective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (ai) such Sellers Persons who were the direct and indirect holders of Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation or any of its Subsidiaries or Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagementthe negotiation, documentation and consummation of the transactions contemplated hereby, and none of Parent, the Target Entities Surviving Corporation nor any of their respective Subsidiaries or Affiliates shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel in respect of such engagement the negotiation, documentation and consummation of the transactions contemplated hereby constitute property of the client, only such Sellers the Persons who were direct and indirect holders of Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation or any of its Subsidiaries or Affiliates) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel shall not have no any duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to Parent, the Surviving Corporation, or any of the Target Entities their respective Subsidiaries or Affiliates by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Identified Counsel, on the one hand, and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity Corporation or any of their its Subsidiaries, and (b) such Sellers will have theon the other hand, or otherwise.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LKP Global Law, LLP (“LKP”) has acted as legal counsel to the Company Parties, certain Sellers of the direct and indirect holders of shares of Capital Stock of the Company and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP intends to act as legal counsel to certain Sellers of the direct and indirect holders of shares of Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany Parties) after the Closing, the Buyer and each of GTY, Merger Sub and the Target Entities Company hereby waiveswaive, on its own behalf and agrees to cause its Affiliates Affiliates, Holdings, the Surviving Corporation and their Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP representing such Sellers and/or any direct or indirect holders of the shares of Capital Stock of the Company or their Affiliates after the Closing as such representation may relate to GTY, Merger Sub, Holdings, the BuyerCompany, any Target Entity the Surviving Corporation and their Subsidiaries or the transactions contemplated hereinTransaction. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of shares of Capital Stock of the Company, the Company Parties and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in LKP, on the course of other hand, relating to the negotiation, documentation and consummation of the transactions contemplated hereby Transaction shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesCompany, GTY, Holdings, the Surviving Corporation or their respective Subsidiaries). Accordingly, GTY, Holdings, the Target Entities Surviving Corporation and their Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of shares of Capital Stock of the Company and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP LKP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between the GTY, the Surviving Company and the Company and their respective Affiliates, on its own behalf the one hand, and a third party other than the eCivis Holders (solely in their capacity as equityholders of the Company), on behalf of its Subsidiaries (includingthe other hand, after ClosingGTY, the Target Entities), that from Surviving Company and after Closing (a) the Company and their respective Affiliates may assert the attorney-client privilegeprivilege with respect to such information, all other evidentiary privileges, files and the expectation communications to prevent disclosure of client confidence as confidential communications to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & Xxxxxxx LLP (“Sellers’ Counsel”) has acted as legal counsel to certain Sellers the Seller Parties and their respective Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement. The parties recognize the community of interest that exists and will continue to exist until the Closing, and the parties agree and acknowledge that such community of interest should continue to be recognized after the Closing. Specifically, the parties agree that (a) neither the Parent nor any Company shall seek to have any Sellers’ Counsel disqualified from representing a Seller Party or its Affiliates (or any other equityholder of a Seller Party) in any dispute (whether in contract or tort) that may arise between a Company or its Affiliates formerly represented by Sellers’ Counsel, on the one hand, and a Seller Party or its Affiliates (or any other equityholder of a Seller Party), on the other hand, based upon, arising out of or related to this Agreement or any of the transactions contemplated by this Agreement in whole or in part and (b) in connection with any dispute that may arise between a Company or its Affiliates formerly represented by Sellers’ Counsel, on the one hand, and a Seller Party or its Affiliates (or any other equityholder of a Seller Party), on the other hand, a Seller Party and its Affiliates shall have the right to decide whether or not to waive any attorney-client privilege that may apply to any communications between a Company or its Affiliates formerly represented by Sellers’ Counsel or a Seller Party and its Affiliates, on the one hand, and any Sellers’ Counsel, on the other hand, that occurred on or prior to the Closing, and provided that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends the foregoing shall not extend to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity communication or the transactions contemplated herein. In addition, all communications file not involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions Transactions or the matters contemplated hereby hereby. The covenants contained in this Section 12.19 are intended to be for the benefit of, and shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordinglyenforceable by, the Target Entities shall not, without such Sellers’ consent, have access Counsel and its legal representatives and shall not be deemed exclusive of any other rights to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementwhich Sellers’ Counsel is entitled, whether or not the Closing shall have occurred. Without limiting the generality of the foregoingpursuant to law, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities contract or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Aquiline and their Affiliates its Affiliates) and the Company, its Affiliates, the Group Companies and WRMAI prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Aquiline and their Affiliates (which will no longer include the Target Entitiesits Affiliates) and WRMAI after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders (including Aquiline and its Affiliates) and/or their its Affiliates and/or WRMAI after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company, WRMAI or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Aquiline and their its Affiliates) and its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or WRMAI). Accordingly, the Target Entities Group Companies and WRMAI shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or WRMAI) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or WRMAI shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or WRMAI) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or WRMAI by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or WRMAI or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the* * * *

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers the Sellers, their respective Affiliates and their Affiliates the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain the Sellers and their respective Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the each of Buyer and each of the Target Entities Company hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such the Sellers and/or their respective Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their any Seller, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such the Sellers and their respective Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such the Sellers and their respective Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP has acted as legal counsel to certain Sellers the Representative and their its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP intends to act as legal counsel to certain Sellers the Representative and their its Affiliates (which will no longer include the Target EntitiesGroup Companies) after the Closing, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP representing such Sellers the Representative and/or their its Affiliates (or any of the other Sellers) after the Closing as such representation may relate to the BuyerParent, Merger Sub, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their the Representative, its Affiliates or any Target Entity Group Company and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Representative and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by 69 reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the* * * * * 70

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers Seller and their its Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP representing such Sellers Seller and/or their its Affiliates after the Closing as such representation may relate to Purchaser, the Buyer, any Target Entity operation of the Xxxxx Xxxxx Facility or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller or its Affiliates and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP in the course of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the negotiation, documentation and consummation of the transactions contemplated hereby Transactions shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their Affiliates (and not the Target Entities)its Affiliates. Accordingly, the Target Entities Purchaser shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing* * * * * [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, upon and after the ClosingMARKED BY BRACKETS, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagementHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theAS AMENDED.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Hunton & Xxxxxxxx & Xxxxxxx LLP (“H&W”) has acted as legal counsel to Seller and the Companies, the Subsidiaries and certain Sellers and of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W intends to act as legal counsel to certain Sellers Seller and their its Affiliates (which will no longer include any Company and the Target EntitiesSubsidiaries) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Companies and the Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W representing such Sellers and/or their Seller or its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity the Company or the Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers Seller, the Companies and the Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not any Company or the Target EntitiesSubsidiaries). Accordingly, the Target Entities Companies and the Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers Seller and their its Affiliates (and not any Company and the Target EntitiesSubsidiaries) shall be the sole holders holder of the attorney-client privilege with respect to such engagement, and none of the Target Entities Companies or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not any Company and the Target EntitiesSubsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Companies or any of the Target Entities Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP H&W and any Company or any of the Target Entities Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 7.18 will be irrevocable, and no term of this Section 7.18 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theH&W.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”) has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Common Stock and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Common Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingEffective Time, the Buyer and each of Parent, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Common Stock or their Affiliates after the Closing Effective Time as such representation may relate to Parent, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation or its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Common Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or its Subsidiaries). Accordingly, the Target Entities Surviving Corporation and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Common Stock and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall hold such property rights rights, and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and the Company or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 8.8 will be irrevocable, and no term of this Section 8.8 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theXxxxxx Xxxxx.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP has acted as legal counsel to certain Sellers and the Members, their Affiliates and the Company and its Subsidiaries prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP intends to act as legal counsel to certain Sellers the Members and their Affiliates (which will no longer include the Target Entities) after the Closing, each of Parent, the Buyer and the Company and each of the Target Entities hereby its Subsidiaries waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP representing such Sellers the Members and/or their Affiliates after the Closing as such representation may relate to the Parent, Buyer, the Company or any Target Entity of its Subsidiaries or the transactions contemplated hereinherein(the “Engagement”). In addition, all communications involving attorney- attorney-client confidences between such Sellers and the Members, their Affiliates or the Company or any Target Entity of its Subsidiaries and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall Transactions (the “Scope”) shall, subject to the last sentence of this paragraph, be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities)Members. Accordingly, subject to the Target Entities last sentence of this paragraph, neither the Company nor any of its Subsidiaries shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP relating to its engagementwithin the Scope, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, subject to the last sentence of this paragraph, upon and after the Closing, (ai) such Sellers the Members and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagementcommunications and files within the Scope, and none neither Company nor any of the Target Entities its Subsidiaries shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP in respect of such engagement within the Scope constitute property of the client, only such Sellers the Members and their Affiliates (and not the Target Entities) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company or any of its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Bird LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf any of its Subsidiaries (including, after Closingor otherwise relating to the Engagement. Notwithstanding the foregoing, the Target Entities)Company and its Subsidiaries shall be afforded access to the communications and files within the Scope in connection with defending any Third Party Claims in which there is not a conflict of interest between the Members and Parent or the Buyer to the extent that such access would not jeopardize any attorney-client or other legal privilege, that from and after Closing (a) including the attorney-client privilege or the attorney work product privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the. [Signatures appear on following page(s).]

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders and their the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Securityholders after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders and their its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the* * * *

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G has acted as legal counsel to certain Sellers Seller, the Company, their respective Affiliates and their Affiliates the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to Seller and certain Sellers and their of its Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waivesBuyer, on its own behalf and, effective as of the Closing, on behalf of the Group Companies hereby waives, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of Seller and/or their its Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity Group Company or the transactions contemplated hereinTransaction. In addition, all communications involving attorney- attorney-client confidences between such Sellers among Seller and their its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby Transaction shall be deemed to be attorney-client confidences that belong solely to such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon from and after the Closing, Closing (a) such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers Seller and their its Affiliates (and not the Target EntitiesGroup Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Notwithstanding the foregoing, in the event that a dispute arises between Buyer further agreesor any of the Group Companies, on the one hand, and a third party (other than a Party or its own behalf and Affiliates), on the other hand, after the Closing, Buyer (including, effective as of the Closing, on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or that neither Buyer nor any of their Subsidiaries, and (b) the Group Companies may waive such Sellers will have theprivilege without the prior written consent of Seller. * * * *

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP has acted as legal counsel to the Company, the Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and the Subsidiaries) after the Closing, the Buyer and each of Purchaser, Merger Sub and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Affiliates, the Surviving Corporation and the Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Purchaser, Merger Sub, the BuyerCompany, any Target Entity the Surviving Corporation or the Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Shares, the Company and the Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP Xxxx LLP, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Corporation or the Subsidiaries). Accordingly, the Target Entities Surviving Corporation and the Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP relating to its engagement, whether or not such engagement from and after the Closing shall have occurredEffective Time. Without limiting the generality of the foregoing, upon from and after the ClosingEffective Time, (a) such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Surviving Corporation or the Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesSurviving Corporation and the Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Surviving Corporation or any of the Target Entities Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP and the Company or any of the Target Entities Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 9.15 will be irrevocable, and no term of this Section 9.15 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theRopes & Xxxx LLP.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP (“WF&G”) has acted as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their its Affiliates) and the Company, its Affiliates and the Group Companies prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G intends to act as legal counsel to certain Sellers of the Securityholders (including Warburg Pincus and their Affiliates (which will no longer include the Target Entitiesits Affiliates) after the Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G representing such Sellers any of the Securityholders (including Warburg Pincus and its Affiliates) and/or their its Affiliates after the Closing as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders (including Warburg Pincus and their its Affiliates) and its Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company). Accordingly, the Target Entities Group Companies and the Surviving Company shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Group Companies or the Surviving Company shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their Affiliates (and not the Target EntitiesGroup Companies or the Surviving Company) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Group Companies or the Surviving Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP WF&G and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, on its own behalf in the event that a dispute arises between the Parent, the Surviving Company or any of the Group Companies and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may asset the attorney-client privilegeprivilege to prevent disclosure of confidential communications by WF&G to such third party; provided, all other evidentiary privilegeshowever, and that neither the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or Surviving Company nor any of their Subsidiariesthe Group Companies may waive such privilege without the prior written consent of the Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C. has acted as legal counsel to certain Sellers and their Affiliates the Company prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to P.C. may act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) Key Company Stockholders after the Closing, the Buyer and each of the Target Entities Company, Parent and Merger Subs hereby waives, on its own behalf and agrees to cause its Affiliates to waive, waives any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C. representing such Sellers and/or their Affiliates any of the Key Company Stockholders after the Closing as such representation may relate to the BuyerCompany, any Target Entity Parent and Merger Subs or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Key Company Stockholders or the Company and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C., as the case may be, in the course of of, advising with respect to and/or, the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates the Key Company Stockholders (and not the Target EntitiesCompany). Accordingly, the Target Entities Company shall not, without such Sellers’ consent, not have access to any such communicationscommunications between Xxxxxxx P.C. and the Company or the Key Company Stockholders, as applicable, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagementP.C., whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers and their Affiliates (and not the Target Entities) Key Company Stockholders shall be the sole holders of the attorney-client privilege with respect to such engagement, and none no member of the Target Entities Company shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C. in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) Key Company Stockholders shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C. shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Company by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP P.C. and any of the Target Entities Company or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between Company, Parent or Merger Subs, on its own behalf the one hand, and a third party other than the Key Company Stockholders, on behalf of its Subsidiaries (includingthe other hand, after ClosingParent, the Target Entities)Merger Subs, that from and after Closing (a) Company may assert the attorney-client privilege, all other evidentiary privileges, and privilege to prevent the expectation disclosure of any attorney-client confidence as communications or files to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have thethird party.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP has acted as legal counsel to certain Sellers the Company, the Stockholders and their Affiliates the Stockholders’ Agent prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP intends to act as legal counsel to certain Sellers the Stockholders, the Stockholders’ Agent and their respective Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities Purchaser, the Survivor and the Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP representing such Sellers and/or the Stockholders, the Stockholders’ Agent and their Affiliates after the Closing as such representation may relate to the BuyerPurchaser, any Target Entity the Survivor, the Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers the Stockholders, the Stockholders’ Agent, the Company and their respective Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the Stockholders and their respective Affiliates (and not the Target EntitiesPurchaser, Survivor or Company). Accordingly, the Target Entities Purchaser and Survivor shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers the Stockholders and their respective Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of neither the Target Entities Purchaser nor Survivor shall be a holder thereof, (bii) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers the Stockholders and their respective Affiliates (and not the Target EntitiesPurchaser or Survivor) shall hold such property rights and (ciii) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of the Target Entities Purchaser or the Survivor by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx LLP and any of the Target Entities Company or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Irell & Xxxxxxx Mxxxxxx LLP (“Irell”) has been engaged and has acted as legal counsel to certain Sellers of the Securityholders, the Group Companies and their respective Affiliates prior to the Merger Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include of the Target Entities) Securityholders after the Merger Closing, the Buyer and each of the Target Entities Parent and the Surviving Company (including on behalf of the Group Companies) hereby waives, on its own behalf and agrees to cause its their respective Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell representing such Sellers any of the Securityholders and/or their Affiliates respective Affiliates, in each case after the Closing Merger Closing, as such representation may relate to the BuyerParent, any Target Entity Group Company or the transactions contemplated herein. In addition, all communications involving attorney- attorney-client confidences between such Sellers any Securityholders and their respective Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of of, and to the extent relating to, the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers Securityholders and their respective Affiliates (and not the Target EntitiesParent and the Group Companies). Accordingly, the Target Entities Parent and the Group Companies shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell relating to its such engagement, whether or not the Merger Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Merger Closing, (a) such Sellers the applicable Securityholders and their respective Affiliates (and not the Target EntitiesParent and the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagementthe engagement of Irell in connection with the negotiation, documentation and consummation of the transactions contemplated hereby, and none of the Target Entities shall be a holder thereofParent, the Group Companies or the Surviving Company, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell in respect of such engagement constitute property of the client, only such Sellers the applicable Securityholders and their respective Affiliates (and not the Target EntitiesParent and the Group Companies) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the extent relating to such engagement to any of the Target Entities Parent or the Group Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Irell and any of the Target Entities Group Companies or otherwise. The Buyer further agreesNotwithstanding the foregoing, in the event that a dispute arises between the Parent or any of the Group Companies, on its own behalf the one hand, and a third party (other than a party to this Agreement or any of their respective Affiliates with respect to disputes arising under this Agreement), on the other hand, after the Merger Closing, the Surviving Company (including on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (aGroup Companies) may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by Irell to such third party; provided, all other evidentiary privilegeshowever, and that none of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by Parent, the Buyer, any Target Entity Surviving Company or any of their Subsidiariesthe other Group Companies may waive such privilege without the prior written consent of the Seller Representative, and (b) such Sellers will have theon behalf of the Securityholders.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Cadwalader has acted as legal counsel been engaged by Seller and its Affiliates to certain Sellers and their Affiliates prior to represent it in connection with the ClosingTransactions, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates Buyer hereby (which will no longer include the Target Entitiesi) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts arising from Cadwalader’s representation of Seller and its Affiliates in connection with the Transaction that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate between Buyer or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, in a dispute between Buyer and Seller related to the BuyerTransactions, and (ii) agrees that Cadwalader may represent Seller or any Target Entity of its Affiliates in such dispute even though the interest of Seller may be directly adverse to Buyer or the transactions contemplated hereinany of its Affiliates, and even though Cadwalader may have represented Buyer or any of its Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates. In addition, Buyer, on its own behalf and on behalf of its Affiliates, further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications involving attorney- client confidences between such Sellers and their among any of Cadwalader, Seller or any of Seller’s Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the course of Transactions, the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong privilege and the expectation of client confidence belongs to Seller and shall be controlled solely by Seller and shall not pass to such Sellers and their Affiliates (and not the Target Entities)or be claimed by Buyer or any of its Affiliates. Accordingly, the Target Entities Buyer shall not, without such Sellers’ consent, not have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Cadwalader relating to its engagement, whether or not the Closing shall have occurred. Without limiting Notwithstanding those efforts, Buyer, on its behalf and on behalf of its Affiliates, further understands and agrees that the generality consummation of the foregoingTransactions may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Buyer, on its behalf and on behalf of its Affiliates, further understands and agrees that any disclosure of such information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Buyer, on its behalf and on behalf of its Affiliates, agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the appropriate Person upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders becoming aware of the attorney-client privilege with respect its existence. Buyer agrees to such engagementtake, and none to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 13.16. Recognizing that Sidley has been engaged by Buyer and its Affiliates to represent it in connection with the Target Entities shall be a holder thereofTransactions, Seller hereby (bi) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agreeswaives, on its own behalf and on behalf of agrees to cause its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as Affiliates to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyerwaive, any Target Entity conflicts arising from Sidley’s representation of Buyer and its Affiliates in connection with the Transaction that may arise after the Closing between Seller or any of their Subsidiariesits Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, in a dispute between Seller and Buyer related to the Transactions, and (bii) agrees that Sidley may represent Buyer or any of its Affiliates in such Sellers will dispute even though the interest of Buyer may be directly adverse to Seller or any of its Affiliates, and even though Sidley may have therepresented Seller or any of its Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Seller or any of its Affiliates.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP has acted as legal counsel to the Company, its Subsidiaries, certain Sellers of the direct and indirect holders of Company Shares and certain of their respective Affiliates prior to date hereof both with respect to this Agreement and the Closingtransactions contemplated herein and otherwise, and that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Shares and their respective Affiliates (which will no longer include the Target EntitiesCompany and its Subsidiaries) after the ClosingEffective Time, the Buyer and each of Parent, Copper and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates Subsidiaries, the Surviving Entity and its Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP representing such Sellers and/or certain of the direct or indirect holders of the Company Shares or their Affiliates after the Closing as such representation may relate to Parent, Copper, the BuyerCompany, any Target the Surviving Entity or its Subsidiaries or the transactions contemplated hereinhereby. In addition, all communications involving attorney- attorney-client confidences between such Sellers certain of the direct and indirect holders of Company Shares, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP in Xxxx LLP, on the course of other hand, solely to the extent relating to the negotiation, documentation and consummation of the transactions contemplated hereby and requested by Parent or any of its Subsidiaries for purposes of any pending or threatened litigation by Parent or any of its Subsidiaries against any holder of Company Shares or any of its Affiliates with respect to the negotiation, documentation and consummation of the transactions contemplated hereby or to be utilized by Parent or any of its Subsidiaries for purposes of any such pending or threatened litigation shall be deemed to be attorney-client confidences that belong belong, from and after the Effective Time, solely to such Sellers certain of the direct and indirect holders of Company Shares and their respective Affiliates (and not the Target EntitiesCompany, the Surviving Entity or its Subsidiaries). Accordingly, the Target Entities Surviving Entity and its Subsidiaries shall not, without such Sellers’ consent, not have access to to, nor any property interest in, any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon such engagement for such purposes from and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall Effective Time. This Section 9.15 will be the sole holders of the attorney-client privilege with respect to such engagementirrevocable, and none no term of this Section 9.15 may be amended, waived or modified, without the Target Entities shall be a holder thereof, (b) to the extent that files prior written consent of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theXxxx LLP.

Waiver of Conflicts. Recognizing that Xxxxxxx Xxxx & Xxxxxxxxx LLP and The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has Law Firm, PLLC have acted as legal counsel to Seller, certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (including Xxxxxxxxxxx Equity Partners, LLC and its Affiliates), and the Company prior to the Closing, and that Xxxxxxx Xxxx & Xxxxxxxxx LLP and The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends Law Firm, PLLC intend to act as legal counsel to Seller and certain Sellers of Seller’s Affiliates and their Affiliates direct and indirect equity holders (which will no longer include the Target Entitiesincluding Xxxxxxxxxxx Equity Partners, LLC and its Affiliates) after the Closing, the Buyer and each of the Target Entities Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates (including, following the Closing, the Company) to waive, any conflicts that may arise in connection with Xxxxxxx Xxxx & Xxxxxxxxx LLP and/or The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Law Firm, PLLC representing such Sellers any of Seller and/or their Seller’s Affiliates or direct and indirect equity holders (including Xxxxxxxxxxx Equity Partners, LLC and its Affiliates) after the Closing as such representation may relate to Purchaser and the Buyer, any Target Entity or Company with respect to the transactions contemplated hereinherein or the other Transaction Documents. In addition, all communications involving attorney- attorney-client confidences between such Sellers and their any of Seller or Seller’s Affiliates or any Target Entity direct or indirect equity holders (including Xxxxxxxxxxx Equity Partners, LLC and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP its Affiliates) in the course of the negotiation, documentation and consummation of the transactions contemplated hereby and by the other Transaction Documents shall be deemed to be attorney-client confidences that belong solely to Seller and such Sellers Affiliates and their Affiliates direct and indirect equity holders (and not Purchaser or its Affiliates (including, following the Target EntitiesClosing, the Company)). Accordingly, neither Purchaser nor, following the Target Entities Closing, the Company shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxxx Xxxx & Xxxxxxxxx LLP or The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Law Firm, PLLC relating to its such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (ai) such Sellers Seller and their its applicable Affiliates and direct and indirect equity holders (including Xxxxxxxxxxx Equity Partners, LLC and not the Target Entitiesits Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company) shall be a holder thereof, (bii) to the extent that files of Xxxxxxx Xxxx & Xxxxxxxxx LLP or The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Law Firm, PLLC in respect of such engagement constitute property of the client, only such Sellers Seller and/or Seller’s applicable Affiliates and their Affiliates direct and indirect equity holders (including Xxxxxxxxxxx Equity Partners, LLC and not the Target Entitiesits Affiliates) shall hold such property rights and (ciii) Xxxxxxx Xxxx & Xxxxxxxxx LLP and The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Law Firm, PLLC shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to any of Purchaser or its Affiliates (including, following the Target Entities Closing, the Company) by reason of any attorney-client relationship between Xxxxxxx Xxxx & Xxxxxxxxx LLP or The Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP Law Firm, PLLC and any of Seller or the Target Entities Company or otherwise. The Buyer further agreesNothing herein shall be deemed to constitute a waiver of any conflicts, on its own behalf and on behalf of its Subsidiaries (includingattorney-client confidences, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all or the ownership of any communications related thereto with respect to the representation of the Company by Xxxxxxx Xxxx & Xxxxxxxxx LLP or The Xxxxxx Law Firm, PLLC relating to matters other evidentiary privilegesthan those associated with the negotiation, documentation and consummation of the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers transactions contemplated hereby and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theother Transaction Documents.

Waiver of Conflicts. Recognizing that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP has acted as legal counsel to the Company, the Subsidiaries, certain Sellers of the direct and indirect holders of Company Stock and certain of their respective Affiliates prior to the Closingdate hereof, and that Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP intends to act as legal counsel to certain Sellers of the direct and indirect holders of Company Stock and their respective Affiliates (which will no longer include the Target EntitiesCompany and the Subsidiaries) after the Closing, the Buyer and each of Parent, Buyer, Merger Sub, EHSI, Irish Holdco and the Target Entities Company hereby waives, on its own behalf and agrees to cause its Affiliates and Subsidiaries to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP representing such Sellers and/or any direct or indirect holders of the Company Stock, the Stakeholder Representative or their Affiliates after the Closing as such representation may relate to the Parent, Buyer, any Target Entity Merger Sub, EHSI, Irish Holdco the Company, or their respective Subsidiaries or the transactions contemplated hereinTransactions. In addition, all communications involving attorney- attorney-client confidences between such Sellers direct and indirect holders of Company Stock, the Company and its Subsidiaries and their Affiliates or any Target Entity respective Affiliates, on the one hand, and Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP Xxxx LLP, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers the direct and indirect holders of Company Stock and their respective Affiliates (and not the Target EntitiesCompany or its Subsidiaries). Accordingly, the Target Entities Company and its Subsidiaries shall not, without such Sellers’ consent, not have access to any such communications, communications or to the files of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP relating to its engagement, whether or not such Ropes & Xxxx LLP’s representation of the Closing shall have occurredCompany and certain of the direct and indirect holders of Common Stock and their Affiliates in connection with the Transaction (the “Engagement”) and after the Closing. Without limiting the generality of the foregoing, upon from and after the Closing, (a) such Sellers the direct and indirect holders of Company Stock and their respective Affiliates (and not the Target EntitiesCompany and its Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities Company or its Subsidiaries shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP in respect of such engagement constitute property of the client, only such Sellers the direct and indirect holders of Company Stock and their respective Affiliates (and not the Target EntitiesCompany and its Subsidiaries) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorneyattorney-Client Communications client communications or files to the Company related to the Engagement after the Closing or any of the Target Entities its Subsidiaries by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx Xxxx LLP and the Company prior to the Closing or any of the Target Entities its Subsidiaries or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privilegesThis Section 10.17 will be irrevocable, and no term of this Section 10.17 may be amended, waived or modified, without the expectation prior written consent of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have theRopes & Xxxx LLP.