Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Notwithstanding that the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]

Waiver of Conflicts. Notwithstanding It is acknowledged by each of the parties hereto that the Company and certain Sellers its Israeli Subsidiary have been represented by Xxxxxx, retained Meitar Law Offices and Xxxxx Day (the “FirmCompany’s Counsel”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or to act as their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims counsel in connection with the Contemplated Transactions, provided transactions contemplated hereby and that Company’s Counsel has not acted as counsel for any such representation in an Action after the Closing Date other Person in connection with the Contemplated Transactions shalltransactions contemplated hereby and that no other party or Person has the status of a client of the Company’s Counsel for conflict of interest or any other purposes as a result thereof. The parties hereby agree that, in each casethe event that a dispute arises between Parent, be subject in all respects to the terms Company or any of any conflict waiver in effect between Purchaser their respective Affiliates and Stockholder Representative or any of its Affiliates, on Company’s Counsel may represent Stockholder Representative in such dispute even though the one handinterests of Stockholder Representative may be directly adverse to Parent, any member of the Group Companies or any of their respective Affiliates and even though Company’s Counsel may have represented a member of the Group Companies in a matter substantially related to such dispute, and Parent, the FirmCompany and their respective Affiliates hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation by Company’s Counsel. Each of the other hand. All parties further agrees that, as to all pre-Closing communications among Company’s Counsel, any member of the Sellers, the Sellers’ Representative or the Company, on the one handGroup Companies, and any Stockholder in the Firm, on the other hand, relating to course of the negotiation, preparation, execution documentation and delivery consummation of the transactions contemplated by this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege belong solely to the Sellers Stockholder Representative, and may be controlled by Stockholder Representative and shall not pass to or be claimed by Purchaser Parent, the Group Companies or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consentany of their respective Affiliates. Accordingly, Purchaser Parent and the Company shall not have access agree to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagementtake, and none to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]8.14.

Waiver of Conflicts. Notwithstanding Buyer and Seller agree that, notwithstanding any current or prior representation of Seller by Xxxxxx & Xxxxxx L.L.P. ("Xxxxxx & Xxxxxx"), Xxxxxx & Xxxxxx shall be allowed to represent Seller or any of its Affiliates in any matters and disputes adverse to Buyer that the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after either is existing on the Closing Date or that arises in the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shallfuture and, in each case, be subject relates to this Agreement and the transactions contemplated hereby. Buyer hereby (i) waives any claim that it has or may have that Xxxxxx & Xxxxxx has a conflict of interest or is otherwise prohibited from engaging in all respects such representation and (ii) agrees that, in the event that a dispute arises with respect to the terms of any conflict waiver in effect between Purchaser matters related to this Agreement or any of its Affiliates, on the one hand, other Transaction Document and the Firm, on transactions contemplated hereby or thereby after the other hand. All communications among the Sellers, the Sellers’ Representative Closing between Buyer or the Company, on the one hand, 72 and the FirmSeller or any of its Affiliates, on the other hand, Xxxxxx & Xxxxxx may represent Seller or its Affiliates in such dispute even though the interests of Seller or its Affiliates may be directly adverse to Buyer or the Company and even though Xxxxxx & Xxxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company at any time prior to the Closing. Buyer (on behalf of itself and the Company) and Seller each further agree that any and all documents in Xxxxxx & Xxxxxx' files prior to the Closing which constitute attorney-client privileged communications or attorney work-product relating to this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, any offers or indications of interest relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications its assets or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewithotherwise, in each case, relating to periods prior to the Closing (the “Privileged Communications”) shall be deemed to be which constitute attorney-client privileged communications or attorney work-products shall be the property of and the expectation of client confidence relating thereto shall belong solely to the Sellers be retained by Xxxxxx & Xxxxxx and shall not pass be delivered to or be claimed by Purchaser Buyer or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow].

Waiver of Conflicts. Notwithstanding that (a) Buyer (on behalf of itself and its Subsidiaries) covenants and agrees that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and any other internal or external legal counsel currently representing Seller and its Affiliates (each a “Prior Company Counsel”) may serve as counsel to Seller and its Affiliates, including a Selling Sponsor, in connection with any matters arising under or related to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of Seller and its Affiliates (including the Company and certain Sellers its Subsidiaries). Buyer (on behalf of itself and its Subsidiaries) hereby irrevocably (i) waives any claim it has or may have been represented by Xxxxxxthat a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and event that a dispute arises after the Contemplated TransactionsClosing between Buyer, the Company or its Subsidiaries, on the one hand, and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser Seller or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating Prior Company Counsel may represent Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to the negotiationBuyer, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the its Subsidiaries and even though Prior Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers Counsel may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and represented the Company or otherwise. Notwithstanding the foregoing, its Subsidiaries in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 matter substantially related to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]dispute.

Waiver of Conflicts. Notwithstanding Each of the parties to this Agreement hereby acknowledges and agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates that the Company is the client of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Pillsbury”), and certain Sellers have been represented by Xxxxxxnot any of its individual Participating Rights Holders. After the Closing, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree it is possible that after the Closing Date the Firm may Pillsbury will represent the Sellers’ RepresentativeParticipating Rights Holders, the Sellers or Stockholder Representative and their respective Affiliates in matters related to this Agreement(individually and collectively, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims “Seller Group”) in connection with the Contemplated Transactions, provided transactions contemplated herein and any claims made pursuant to this Agreement. Parent and the Company hereby agree that Pillsbury (or any such representation successor) may represent the Seller Group in an Action after the Closing Date future in connection with the Contemplated Transactions shall, in each case, issues that may arise under this Agreement and any claims that may be subject in all respects made pursuant to the terms of any conflict waiver in effect between Purchaser this Agreement. Pillsbury (or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Companysuccessor) may assert the attorney-client privilege serve as counsel to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller Group or any director, member, partner, officer, employee, representative or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising our of or relating to this Agreement or the extent permitted transactions contemplated by applicable Legal Requirement and reasonably practicablethis Agreement. Each of the parties hereto consents thereto, and (y) advisable in waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the opinion of Purchaser’s counselparties hereto hereby acknowledge that such consent and waiver is voluntary, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that it has been carefully considered, and that the Company parties have consulted with counsel or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to have been advised they should do so in this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]connection.

Waiver of Conflicts. Notwithstanding that (a) Buyer (on behalf of itself and its Affiliates, including, after the Closing, the Acquired Companies) covenants and agrees that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and any other internal or external legal counsel (other than any internal counsel who is a Continuing Employee or Vendor Employee) currently representing Seller and its Affiliates (each, a “Prior Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “FirmCounsel”) may serve as counsel to Seller and its Affiliates in connection with any matters arising under or related to this Agreement or the Transactions, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the Transactions, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of Seller and its Affiliates (including the Acquired Companies). Buyer (on behalf of itself and its Affiliates, including, after the Closing, the Acquired Companies) hereby irrevocably (i) waives any claim it has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree event that a dispute arises after the Closing Date between Buyer, any of its Affiliates or any Acquired Company, on the Firm may represent the Sellers’ Representativeone hand, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser Seller or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating Prior Company Counsel may represent Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer, any of its Affiliates or any Acquired Company and even though Prior Company Counsel may have represented the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is Acquired Companies in a matter substantially related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]dispute.

Waiver of Conflicts. Notwithstanding that The Parent and the Company agree that, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), Xxxxx Xxxxx shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of disputes related to this Agreement and the Contemplated Transactionstransactions contemplated hereby, including the GPA Amendment, even if such matter or dispute is adverse to the Parent, the Company or the Surviving Entity (such representation in any such matter permitted by the foregoing, a “Permitted Representation”). Each of the Parent, Merger Subsidiary and Purchaser agree the Company (on behalf of itself and the Surviving Entity) hereby (i) waives any claim that any of them have or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from engaging in such Permitted Representation and (ii) agrees that, in the event that a dispute related to a Permitted Representation arises after the Closing Date between the Firm may represent Parent or the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its AffiliatesSurviving Entity, on the one hand, and the Firm, on the other hand. All communications among the Sellersany Holder, the Sellers’ Holder Representative or the Company, on the one hand, and the Firmany of their Affiliates, on the other hand, Xxxxx Xxxxx may represent such Holder, the Holder Representative or Affiliate in such dispute constituting a Permitted Representation even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to the Parent or the Surviving Entity and even though Xxxxx Xxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company at any time prior to the Closing. The Parent and the Company each further agree (on behalf of itself and the Surviving Entity) that any and all documents in Xxxxx Xxxxx’ files relating to this Agreement and the transactions contemplated hereby (including any offers or indications of interest received by the Company in connection therewith) shall be the property of and shall be retained by Xxxxx Xxxxx and shall not be delivered to the Company, the Surviving Entity or the Parent, but all other documents relating to the negotiation, preparation, execution Company’s assets and delivery of this Agreement, the Transaction Documents, and the consummation arising out of the Contemplated Transactions but excluding: (i) any communications or information that is related representation of the Company by Xxxxx Xxxxx, for periods prior to the business Closing, shall remain the property of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed delivered to be attorney-client privileged Parent and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to Surviving Entity at or be claimed by Purchaser or the Company, and, promptly following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow].

Waiver of Conflicts. Notwithstanding Recognizing that Skadden has been engaged by the Company Seller and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may its Affiliates to represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims it in connection with the Contemplated Transactions, provided the Purchaser hereby (i) waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that any such representation in an Action may arise after the Closing Date in connection with between the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative Seller or the Company, on the one hand, and the Firmany of its Affiliates, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) agrees that Skadden may represent the Seller or any communications of its Affiliates in such dispute even though the interest of the Seller may be directly adverse to the Purchaser or information that has been exchanged with a Person any of its Affiliates, and even though Skadden may have represented the Purchaser or any of its Affiliates in a manner that does not entitle an attorney-client privilegematter substantially related to such dispute, or (iii) any communication or information evidencing knowledge of any may be handling ongoing matters for the Purchaser or any of its Affiliates. In addition, the Company Purchaser, on its own behalf and on behalf of a breach its Affiliates, further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any of Skadden or the Seller Entities or any of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the Transaction Documents or fraud in connection therewithTransactions, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Seller and shall be controlled solely by the Seller and shall not pass to or be claimed by the Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consentany of its Affiliates. Accordingly, the Purchaser and the Company shall not have access to any Privileged Communications such communications, or to the files of the Firm Skadden relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such its engagement, and none of Purchaser whether or not the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm Closing shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseoccurred. Notwithstanding those efforts, the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company)Purchaser, on the one hand, its behalf and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of its Affiliates, further understands and agrees that the Sellersconsummation of the Transactions may result in the inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. The Purchaser, which consent shall 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 be unreasonably withheldprejudice or otherwise constitute a waiver of any claim of privilege. The Purchaser, conditioned or delayedon 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 becoming aware of its existence. In the event that The Purchaser or agrees to take, and to cause its Affiliates (including to take, all steps necessary to implement the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy intent of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]12.16.

Waiver of Conflicts. Notwithstanding that The Parties agree that, from and after the Closing, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. ("Xxxxx Xxxxx"), Xxxxx Xxxxx shall be permitted to represent Seller or any of its Affiliates in any matters and certain Sellers have been represented by Xxxxxxdisputes, Law Offices (including in any matter or dispute adverse to Purchaser or the “Firm”) in Company that either is existing on the preparation, negotiation and execution date of this Agreement or that arises in the future and relates to this Agreement or the Contemplated Transactionstransactions contemplated hereby. Purchaser hereby (a) waives any claim that it has or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from accepting or carrying out any such representation and (b) agrees that, in the Company and Purchaser agree event that a dispute arises after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or the Company on the one hand, and Seller or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiationXxxxx Xxxxx may represent (and none of Purchaser, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (iitheir respective Representatives or Affiliates will seek to disqualify or otherwise prevent Xxxxx Xxxxx from representing) any communications Seller or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications Affiliate in such dispute even though the interests of Seller or files such Affiliate may be directly adverse to Purchaser or the Company by reason of any attorney-client relationship between or their respective Subsidiaries and even though Xxxxx Xxxxx may have represented the Firm Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Purchaser and the Company each further agree that any and all documents in Xxxxx Xxxxx' files relating to this Agreement, the transactions contemplated hereby, any offers or otherwise. Notwithstanding indications of interest relating to the foregoing, in the event that a dispute arises between Purchaser Company or its Affiliates (including assets or otherwise relating legal services provided in connection with such matters for periods prior to the Company), on Closing shall be the one hand, property of and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected shall be retained by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent Xxxxx Xxxxx and shall not be unreasonably withheld, conditioned delivered or delayed. In the event that required to be delivered to Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required ; provided that Seller shall cause Xxxxx Xxxxx to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable hold such information in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]strict confidence.

Waiver of Conflicts. Notwithstanding The Parent, the General Partner and the Partnership agree that, notwithstanding any current or prior representation of the General Partner or the Partnership by Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), Xxxxx Xxxxx shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and disputes (or any other matter), including in any matter or dispute adverse to the Parent, the General Partner, the Partnership or the Surviving Entity that either is existing on the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) Closing Date or that arises in the preparation, negotiation future and execution of relates to this Agreement and the Contemplated Transactionstransactions contemplated hereby. Each of the Parent, Merger Subsidiary (on behalf of itself and the Surviving Entity), the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents General Partner and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: Partnership hereby (i) waives any communications claim that any of them have or information may have that Xxxxx Xxxxx has a conflict of interest or is related to the business of the Company otherwise prohibited from engaging in such representation and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoingagrees that, in the event that a dispute arises after the Closing between Purchaser the Parent or its Affiliates (including the Company)Surviving Entity, on the one hand, and a third party other than any Holder, the Holder Representative or any of the Sellerstheir Affiliates, on the other hand, Purchaser Xxxxx Xxxxx may represent such Holder, the Holder Representative or its Affiliates (including Affiliate in such dispute even though the Company) interests of such Holder, the Holder Representative or Affiliate may assert be directly adverse to the attorney-client privilege to prevent disclosure of any document Parent or communications protected by this Section 12.21 the Surviving Entity and even though Xxxxx Xxxxx may have represented the General Partner or the Partnership in a matter substantially related to such third party provideddispute, however, that neither Purchaser nor its Affiliates (including or may be handling ongoing matters for the Company) may waive such privilege without General Partner or the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if Partnership at any time prior to the Closing) . The Parent (on behalf of itself and the Surviving Entity), the General Partner and the Partnership each further agree that any and all documents in Xxxxx Xxxxx’ files relating to this Agreement, the transactions contemplated hereby, any offers or indications of interest relating to the General Partner or the Sellers’ Representative (if following Partnership or its assets or otherwise relating to periods prior to the Closing) in writing so that Closing shall be the Company property of and shall be retained by Xxxxx Xxxxx and shall not be delivered to the General Partner, the Partnership, the Surviving Entity, or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]Parent.

Waiver of Conflicts. Notwithstanding Each Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company and certain Sellers have been represented by Xxxxxx, Law Offices the Equityholders are clients of Xxxxxx LLP (the “Firm”). After the Closing, it is possible that Firm will represent the Equityholders and/or the Equityholders Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Equityholders. Parent, the Surviving Corporation and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the preparation, negotiation and execution of future solely in connection with issues that may arise under this Agreement and the Contemplated Transactions, the Company and Purchaser agree any claims that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related be made thereunder pursuant to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided a dispute that any such representation in an Action arises after the Closing Date in connection with between Parent (and/or the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, Company) and the FirmEquityholders Representative, on even though the other hand. All communications among the Sellers, the Sellers’ interests of Equityholders Representative may be directly adverse to Parent or the Company, on and even though the one hand, and Firm may have represented the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is Company in a matter substantially related to the business of the Company and used CONFIDENTIAL 104 by the Company such dispute or Purchaser may be handling ongoing matters for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to Firm (or any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Companysuccessor) may assert the attorney-client privilege serve as counsel to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller Group or any representative or Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the extent permitted transactions contemplated by applicable Legal Requirement and reasonably practicablethis Agreement. Each Party consents thereto, and (y) advisable in the opinion waives any conflict of Purchaser’s counselinterest arising therefrom, then Purchaser and each such Party shall promptly notify the Company (if prior cause any Affiliate thereof to the Closing) or the Sellers’ Representative (if following the Closing) in writing so consent to waive any conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Company Parties have consulted with counsel or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to have been advised they should do so in this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]connection.

Waiver of Conflicts. Notwithstanding that Buyer, on behalf of itself and on behalf of the Company Companies, agrees that, following the Closing, Jaffe, Raitt, Heuer & Wxxxx, P.C. may serve as counsel to any of the Seller Parties and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) their respective Affiliates in the preparation, negotiation and execution of connection with any matters related to this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including any litigation, claim or obligation arising out of or relating to this Agreement or the Company and Purchaser agree that after transactions contemplated by this Agreement notwithstanding any representation by Jaffe, Raitt, Heuer & Wxxxx, P.C. prior to the Closing Date of the Firm Companies. Buyer, on behalf of itself and on behalf of the Companies, hereby (a) waives any conflict associated with any representation by Jaffe, Raitt, Heuer & Wxxxx, P.C. prior to the Closing Date of the Companies that may represent arise in connection with Jaffe, Raitt, Heuer & Wxxxx representing the Sellers’ Representative, the Sellers or Seller Parties and their respective Affiliates in connection with any matters related to this Agreement and the transactions contemplated by this Agreement, and (b) agrees that, in the Transaction Documents and event that a dispute arises after the other ancillary documents heretoClosing between or among Buyer, including without limitation in respect the Companies, or any of the respective Affiliates of any indemnification claims of the foregoing in connection with any matters related to this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, provided that Jaffe, Raitt, Heuer & Wxxxx, P.C. may represent the Seller Parties and their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer, the Companies, and/or any of their respective Affiliates and even though Jaffe, Raitt, Heuer & Wxxxx, P.C. may have represented the Companies in a matter substantially related to such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects dispute prior to the terms Closing. Buyer, on behalf of any conflict waiver in effect itself and on behalf of the Companies, also further agrees that, as to all communications between Purchaser or any of its AffiliatesJaffe, Raitt, Heuer & Wxxxx, P.C., on the one hand, and the FirmCompanies, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the FirmSeller Parties and/or their respective Affiliates, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: that (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, occurred prior to the Closing and solely relate to the transactions contemplated under this Agreement, (ii) were confidential between or among, as applicable, Jaffe, Raitt, Heuer & Wxxxx, P.C., the “Privileged Communications”Companies, Seller Parties and/or their respective Affiliates when made, and (iii) shall be deemed are subject to be the attorney-client privileged privilege in accordance with applicable Laws, the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall may be controlled by Sellers’ Representative and will not pass to or be claimed by Purchaser Buyer or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseCompanies. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or its Affiliates (including the among Buyer or any Company), on the one hand, and any Person that is not a third party other than any of the SellersParty, on the other hand, Purchaser or its Affiliates (including the Company) Companies may assert the attorney-client privilege to prevent disclosure of any document or confidential communications protected by this Section 12.21 Jaffe, Raitt, Heuer & Wxxxx, P.C. to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]Person.

Waiver of Conflicts. Notwithstanding Purchaser hereby (i) waives, on its own behalf and agrees to cause its current and future Affiliates to waive, any conflicts that the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that may arise after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related with regard to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims Prior Company Counsel in connection with any dispute relating in any way to this Agreement or the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect contemplated hereby between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative Seller or the Company, on the one hand, and the Firmany of its Affiliates, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) agrees that Prior Company Counsel may represent Seller or any communications of its Affiliates in such dispute even though the interest of Seller or information that has been exchanged with a Person its Affiliates may be directly adverse to Purchaser or any of its Affiliates, and even though Prior Company Counsel may have represented Purchaser or any of its Affiliates in a manner that does not entitle an attorney-client privilegematter substantially related to such dispute, or (iii) any communication or information evidencing knowledge of any may be handling ongoing matters for Purchaser or any of its Affiliates. In addition, Purchaser, on its own behalf and on behalf of its current and future Affiliates, further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any Prior Company Counsel or the Selling Parties or any of a breach of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the Transaction Documents or fraud in connection therewithTransactions contemplated hereby, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto belongs to Seller and shall belong be controlled solely to the Sellers by Seller and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consentany of its respective Affiliates. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications such communications, or to the files of the Firm relating Prior Company Counsel that relate in any way to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser this Agreement or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseTransactions contemplated hereby. Notwithstanding the foregoingabove, in the event that a dispute arises between Purchaser or its Affiliates (including the Company)Purchaser, on the one hand, its behalf and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of its current and future Affiliates, further understands and agrees that the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion consummation of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable Transactions may result in the opinion inadvertent disclosure of such information that may be confidential or subject to a claim of privilege. Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so on its behalf and on behalf of its current and future Affiliates, further understands and agrees that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance any disclosure of doubt, it is clarified such information that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]may be confidential

Waiver of Conflicts. Notwithstanding that the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”a) in the preparation, negotiation and execution Each of this Agreement Buyer and the Contemplated TransactionsCompany, the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents for itself and the other ancillary documents heretoWaiving Parties, hereby irrevocably acknowledges and agrees that all communications pertaining to the Seller Group and their counsel, including without limitation in respect of any indemnification claims Weil, Gotshal & Xxxxxx LLP, Xxxxxxxx & Xxxxx LLP and Xxxxxx & Xxxxxxxxx LLP, made in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications Agreement or information that is related relating to the business process for the sale of the Company by the Sellers, are privileged communications between the Seller Group and used CONFIDENTIAL 104 by such counsel and none of Buyer, the Company or Purchaser for business reasons after any of the Closing; (ii) Waiving Parties, nor any communications Person purporting to act on behalf of or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser through Buyer or the Company or any of a breach the Waiving Parties, will seek to obtain the same by any process; provided, that applicable communications between the Company and its legal counsel, in each case that were not made in connection with the negotiation, preparation, execution and delivery of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior that do not relate to the Closing (process for the “Privileged Communications”) sale of the Company by the Sellers shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely pass to the Sellers Company. From and shall not pass to or be claimed by Purchaser or after the Closing, each of Buyer and the Company, andon behalf of itself and the Waiving Parties, following the Closing, neither the Company nor the Sellers may waive waives and will not assert any attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordinglyany communication between Weil, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoingGotshal & Xxxxxx LLP, from and after the ClosingXxxxxxxx & Xxxxx LLP, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm Xxxxxx & Xxxxxxxxx LLP and the Company or otherwise. Notwithstanding the foregoing, any Person in the event that a dispute arises between Purchaser or its Affiliates (including Seller Group occurring during the Company)representation in connection with the negotiation, on preparation, execution and delivery of this Agreement and the one hand, other agreements contemplated hereby and a third party other than any the consummation of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]transactions contemplated hereby.

Waiver of Conflicts. Notwithstanding Each Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company and certain Sellers have been represented by Xxxxxx, Law Offices is a client of Xxxxxx Xxxxxxx LLP (the “Firm”). After the Closing, it is possible that Firm will represent the Equityholders and/or the Equityholders Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Equityholders. Parent, the Surviving Corporation and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the preparation, negotiation and execution of future solely in connection with issues that may arise under this Agreement and the Contemplated Transactions, the Company and Purchaser agree any claims that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related be made thereunder pursuant to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided a dispute that any such representation in an Action arises after the Closing Date in connection with between Parent (and/or the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, Company) and the FirmEquityholders Representative, on even though the other hand. All communications among the Sellers, the Sellers’ interests of Equityholders Representative may be directly adverse to Parent or the Company, on and even though the one handFirm may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any representative or Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each Party consents thereto, and waives any conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in this connection. Parent and Merger Sub further agree that, as to all communications among the Firm, on the other handCompany, relating the Equityholders Representative and the Equityholders that relate in any way to the negotiation, preparation, execution and delivery of transactions contemplated by this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Equityholders Representative and the Equityholders and shall not pass to or be claimed claims by Purchaser Parent, Merger Sub or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseSurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company)Parent and Surviving Corporation, on the one hand, and a third party other than the Equityholders Representative or any of the SellersEquityholder, on the other hand, Purchaser or its Affiliates (including Parent and the Company) Surviving Corporation may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 confidential information to such third party providedparty, however, that and neither Purchaser Parent nor its Affiliates (including the Company) Surviving Corporation may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Equityholders Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow].

Waiver of Conflicts. Notwithstanding Purchaser hereby (i) waives, on its own behalf and agrees to cause its current and future Affiliates to waive, any conflicts that the Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that may arise after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related with regard to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims Prior Company Counsel in connection with any dispute relating in any way to this Agreement or the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect contemplated hereby between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative Seller or the Company, on the one hand, and the Firmany of its Affiliates, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) agrees that Prior Company Counsel may represent Seller or any communications of its Affiliates in such dispute even though the interest of Seller or information that has been exchanged with a Person its Affiliates may be directly adverse to Purchaser or any of its Affiliates, and even though Prior Company Counsel may have represented Purchaser or any of its Affiliates in a manner that does not entitle an attorney-client privilegematter substantially related to such dispute, or (iii) any communication or information evidencing knowledge of any may be handling ongoing matters for Purchaser or any of its Affiliates. In addition, Purchaser, on its own behalf and on behalf of its current and future Affiliates, further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any Prior Company Counsel or the Selling Parties or any of a breach of their respective directors, managers, members, partners, officers or employees or Affiliates that relate in any way to this Agreement or the Transaction Documents or fraud in connection therewithTransactions contemplated hereby, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto belongs to Seller and shall belong be controlled solely to the Sellers by Seller and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consentany of its respective Affiliates. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications such communications, or to the files of the Firm relating Prior Company Counsel that relate in any way to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser this Agreement or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseTransactions contemplated hereby. Notwithstanding the foregoingabove, Purchaser, on its behalf and on behalf of its current and future Affiliates, further understands and agrees that the consummation of the Transactions may result in the event inadvertent disclosure of such information that may be confidential or subject to a dispute arises between Purchaser claim of privilege. Purchaser, on its behalf and on behalf of its current and future 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. Purchaser, on its behalf and on behalf of its current and future Affiliates, agrees to use commercially reasonable efforts to return promptly any such inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Xxxxxxxxx agrees to take, and to cause its current and future Affiliates (to take, all steps reasonably necessary on the advice of counsel to implement the intent of this Section 12.16. Each of the parties acknowledges that it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the Company), on opportunity to consult with counsel other than Prior Company Counsel. This Section 12.16 is for the one handbenefit of the Selling Parties and Prior Company Counsel. This Section 12.16 shall be irrevocable, and a third party other than any no term of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided12.16 may be amended, howeverwaived or modified, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the SellersPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement Seller and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the each Prior Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]Counsel affected thereby.

Waiver of Conflicts. Notwithstanding that The Parent and the Company agree that, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), Xxxxx Xxxxx shall be allowed to represent any Holder, the Holder Representative or any of their respective Affiliates in any matters and certain Sellers have been represented by Xxxxxx, Law Offices (the “Firm”) in the preparation, negotiation and execution of disputes related to this Agreement and the Contemplated Transactionstransactions contemplated hereby, including the GPA Amendment, even if such matter or dispute is adverse to the Parent, the Company or the Surviving Entity (such representation in any such matter permitted by the foregoing, a “Permitted Representation”). Each of the Parent, Merger Subsidiary and Purchaser agree the Company (on behalf of itself and the Surviving Entity) hereby (i) waives any claim that any of them have or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from 57 engaging in such Permitted Representation and (ii) agrees that, in the event that a dispute related to a Permitted Representation arises after the Closing Date between the Firm may represent Parent or the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its AffiliatesSurviving Entity, on the one hand, and the Firm, on the other hand. All communications among the Sellersany Holder, the Sellers’ Holder Representative or the Company, on the one hand, and the Firmany of their Affiliates, on the other hand, Xxxxx Xxxxx may represent such Holder, the Holder Representative or Affiliate in such dispute constituting a Permitted Representation even though the interests of such Holder, the Holder Representative or Affiliate may be directly adverse to the Parent or the Surviving Entity and even though Xxxxx Xxxxx may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company at any time prior to the Closing. The Parent and the Company each further agree (on behalf of itself and the Surviving Entity) that any and all documents in Xxxxx Xxxxx’ files relating to this Agreement and the transactions contemplated hereby (including any offers or indications of interest received by the Company in connection therewith) shall be the property of and shall be retained by Xxxxx Xxxxx and shall not be delivered to the Company, the Surviving Entity or the Parent, but all other documents relating to the negotiation, preparation, execution Company’s assets and delivery of this Agreement, the Transaction Documents, and the consummation arising out of the Contemplated Transactions but excluding: (i) any communications or information that is related representation of the Company by Xxxxx Xxxxx, for periods prior to the business Closing, shall remain the property of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed delivered to be attorney-client privileged Parent and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to Surviving Entity at or be claimed by Purchaser or the Company, and, promptly following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow].

Waiver of Conflicts. Notwithstanding that Buyer, Merger Sub and the Company (on behalf of itself and certain Sellers have been represented its Subsidiaries) agree that, notwithstanding any current or prior representation of the Company or any of its Subsidiaries by Xxxxxx, Law Offices Dechert LLP (the “FirmDechert”) in the preparationand/or Sidley Austin LLP (“Sidley”), negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may Dechert and/or Sidley shall be allowed to represent the SellersStockholders’ Representative, the Sellers any Fully Diluted Common Holder or any of their respective Affiliates in any matters related and/or disputes (or any other matter), including any matter or dispute adverse to Buyer, Merger Sub, the Company, the Surviving Corporation, any Subsidiaries of Buyer, the Surviving Corporation or the Company, or any of their respective Affiliates that either is existing on the date hereof or that arises in the future and relates to this AgreementAgreement or any of the other Ancillary Agreements, or any of the Transaction Documents transactions contemplated hereby or thereby, and Buyer, Merger Sub, and the other ancillary documents hereto, including without limitation Company (on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that Dechert or Sidley has a conflict of interest or is otherwise prohibited from engaging in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation and (b) agree that, in an Action the event that a dispute arises after the Closing Date in connection with between Buyer, the Contemplated Transactions shallSurviving Corporation, in each case, be subject in all respects to any Subsidiaries of Buyer or the terms of any conflict waiver in effect between Purchaser Surviving Corporation or any of their respective Affiliates (on the one hand) and any Fully Diluted Common Holder, the Stockholders’ Representative or any of their respective Affiliates (on the other hand), Dechert and/or Sidley may represent such Fully Diluted Common Holder, the Stockholders’ Representative or such Affiliate in such dispute even though the interests of such Fully Diluted Common Holder, the Stockholders’ Representative or such Affiliate may be directly adverse to Buyer, the Surviving Corporation, any Subsidiaries of Buyer or the Surviving Corporation or any of their respective Affiliates and even though Dechert or Sidley may have represented the Company and its AffiliatesSubsidiaries in a matter related to such dispute. Buyer and the Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications between or among Dechert and/or Sidley, on the one hand, and the FirmCompany, any of the Subsidiaries of the Company, any of Fully Diluted Common Holders, the Stockholders’ Representative and/or any of their respective Affiliates, on the other hand. All communications among hands, to the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, extent relating to the negotiationCompany’s sale process, preparation, execution and delivery of this Agreement or any Ancillary Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 transactions contemplated by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewithAncillary Agreements, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged privilege and the expectation of client confidence relating thereto shall belong solely belongs to the Sellers Stockholders’ Representative, the Fully Diluted Common Holders and their Affiliates, and may be controlled by the Stockholders’ Representative, the Fully Diluted Common Holders and their Affiliates, and shall not pass to or be claimed by Purchaser Buyer, Merger Sub, the Surviving Corporation, the Company or any Subsidiary or Affiliate of Buyer, the Surviving Corporation or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]106

Waiver of Conflicts. Notwithstanding that The Parties agree that, from and after the Closing, notwithstanding any current or prior representation of the Company by Xxxxx Xxxxx L.L.P. ("Xxxxx Xxxxx"), Xxxxx Xxxxx shall be permitted to represent Seller or any of its respective Affiliates in any matters and certain Sellers have been represented by Xxxxxxdisputes, Law Offices (including in any matter or dispute adverse to Purchaser or the “Firm”) in Company that either is existing on the preparation, negotiation and execution date of this Agreement or that arises in the future and relates to this Agreement or the Contemplated Transactionstransactions contemplated hereby. Purchaser hereby (i) waives any claim that it has or may have that Xxxxx Xxxxx has a conflict of interest or is otherwise prohibited from accepting or carrying out any such representation and (ii) agrees that, in the Company and Purchaser agree event that a dispute arises after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or the Company on the one hand, and Seller or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiationXxxxx Xxxxx may represent (and none of Purchaser, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (iitheir respective Representatives or Affiliates will seek to disqualify or otherwise prevent Xxxxx Xxxxx from representing) any communications Seller or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications Affiliate in such dispute even though the interests of Seller or files Affiliate may be directly adverse to Purchaser or the Company by reason of any attorney-client relationship between or their respective subsidiaries and even though Xxxxx Xxxxx may have represented the Firm Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Purchaser and the Company each further agree that any and all documents in Xxxxx Xxxxx' files relating to this Agreement, the transactions contemplated hereby, any offers or otherwise. Notwithstanding indications of interest relating to the foregoing, in the event that a dispute arises between Purchaser Company or its Affiliates (including assets or otherwise relating legal services provided in connection with such matters for periods prior to the Company), on Closing shall be the one hand, property of and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected shall be retained by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent Xxxxx Xxxxx and shall not be unreasonably withheld, conditioned delivered or delayed. In the event that required to be delivered to Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages followThe remainder of this page is intentionally left blank]

Waiver of Conflicts. Notwithstanding Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, partners, officers, employees, and Affiliates that the Company, and not any of its individual Company and certain Sellers have been represented by XxxxxxEquityholders, Law Offices is the client of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (the “Firm”) in ). After the preparationClosing, negotiation and execution of this Agreement and it is possible that the Contemplated TransactionsFirm will represent the Company Equityholders, the Company Representative and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement(individually and collectively, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims “Seller Group”) in connection with the Contemplated Transactions, provided that any such representation transactions contemplated herein or in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Escrow Agreement, the Transaction Documents, Escrow Fund and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related claims made thereunder pursuant to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents Escrow Agreement. Parent and Company hereby agree that the Firm (or fraud any successor) may represent the Seller Group after the Closing in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser with issues that may arise under this Agreement or the CompanyEscrow Agreement, and, following the administration of the Escrow Fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. After the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Companysuccessor) may assert the attorney-client privilege serve as counsel to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsSeller 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 extent permitted by applicable Legal Requirement and reasonably practicableEscrow Agreement, or the transactions contemplated hereby or thereby. Each of the parties hereto consents thereto, and (y) advisable in the opinion waives any conflict of Purchaser’s counselinterest arising from such representation, then Purchaser and each such party shall promptly notify the Company (if prior cause any Affiliate thereof to the Closing) or the Sellers’ Representative (if following the Closing) in writing so consent to waive any conflict of interest arising from such representation. Each such party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Company parties have consulted with counsel or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to have been advised they should do so in this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]connection.

Waiver of Conflicts. Notwithstanding that (a) Buyer (on behalf of itself and its Affiliates, including, after the Closing, the Acquired Companies) covenants and agrees that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxx Limited (each, “Prior Company and certain Sellers have been represented by Xxxxxx, Law Offices (the “FirmCounsel”) may serve as counsel to Parent and its Affiliates in connection with any matters arising under or related to this Agreement or the Transactions, including with respect to any litigation, claim or obligation arising out of or related to this Agreement or the Transactions, notwithstanding any representation by the Prior Company Counsel prior to the Closing Date of Parent and its Affiliates (including the Acquired Companies). Buyer (on behalf of itself and its Affiliates, including, after the Closing, the Acquired Companies) hereby irrevocably (i) waives any claim it has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, in the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree event that a dispute arises after the Closing Date between Buyer, any of its Affiliates or any Acquired Company, on the Firm may represent the Sellers’ Representativeone hand, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser Parent or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating Prior Company Counsel may represent Parent or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer, any of its Affiliates or any Acquired Company and even though Prior Company Counsel may have represented the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is Acquired Companies in a matter substantially related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]dispute.

Waiver of Conflicts. Notwithstanding that Ropes & Xxxx LLP has acted as legal counsel to the Company Company, its Subsidiaries and certain Sellers have been represented of the Stockholders prior to the Closing with respect to various matters, including the transactions contemplated hereby and by Xxxxxx, Law Offices (acting as legal counsel to certain of the “Firm”) Stockholders with respect to their investment in the preparationCompany, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after may continue following the Closing Date to represent certain of the Firm may represent Stockholders with respect to various matters, including the Sellers’ Representativetransactions contemplated hereby and by acting as legal counsel to certain of the Stockholders with respect to their investment in the Company. Each of the parties hereto, the Sellers or on behalf of themselves and each of their respective Affiliates in matters related to this AgreementAffiliates, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect hereby waives any conflicts of any indemnification claims interest that may arise in connection with the Contemplated Transactionsrepresentation by Ropes & Xxxx LLP of the Company, provided that its Subsidiaries or any such representation of the Stockholders with respect to any matters which have already occurred or which may arise in an Action after the Closing Date future, including the transactions contemplated hereby and by acting as legal counsel to certain of the Stockholders with respect to their investment in connection with the Contemplated Transactions shall, Company. All communications which involve attorney-client confidences and which have arisen or may arise in each case, be subject in all respects to the terms of any conflict waiver in effect future between Purchaser the Company or any of its AffiliatesSubsidiaries, on the one hand, and the FirmRopes & Xxxx LLP, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, hand and the Firm, on the other hand, relating to which involve the negotiation, preparation, execution documentation and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related transactions contemplated hereby shall be deemed to be confidences which belong solely to the business of the Company Equityholder Representative, and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) no other Person shall have any access thereto. Furthermore, all communications or information that has been exchanged with a Person in a manner that does not entitle an which involve attorney-client privilege, confidences and which have arisen or (iii) may arise in the future with respect to any communication or information evidencing knowledge representation by Ropes & Xxxx LLP of any Purchaser or Stockholder with respect to such Stockholder’s investment in the Company of a breach of this Agreement (including any which may have arisen or which may in the Transaction Documents or fraud future arise in connection therewith, in each case, prior to with the Closing (the “Privileged Communications”transactions contemplated hereby) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall confidences that belong solely to the Sellers such Stockholder, and no other Person shall not pass to have any access thereto. No term of this Section 10.16 may be amended, waived or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications modified without the Sellers’ Representative’s prior written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files consent of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwiseRopes & Xxxx LLP. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser Parent, Merger Sub, the Surviving Corporation or its Affiliates (including the Company)any of their Affiliates, on the one hand, and a third party (other than any of the Sellersan Equityholder or its Affiliates), on the other hand, Purchaser after the Closing, Parent (including, effective as of the Closing, on behalf of Merger Sub, the Surviving Corporation, or its Affiliates (including the Companyany of their Affiliates) may assert the attorney-client privilege to prevent disclosure of any document or confidential communications protected by this Section 12.21 Ropes & Xxxx LLP to such third party party; provided, howeverthat, that neither Purchaser Parent, Merger Sub, the Surviving Corporation, the Company nor its any of their Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Equityholder Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow].

Waiver of Conflicts. Notwithstanding Recognizing that Seller’s Counsel has acted as legal counsel to one or more of Seller and its affiliates prior to the Company Closing, and certain Sellers have been represented by Xxxxxxthat Seller’s Counsel intends to act as legal counsel to one or more of Seller and its affiliates (which will no longer include the Transferred Subsidiaries) after the Closing, Law Offices each of the Parent Group Companies and the Transferred Subsidiaries hereby (i) waives, on its own behalf and on behalf of its Representatives and affiliates (individually and collectively, the “FirmPurchaser Group”), and shall cause any affiliate thereof to consent to and waive, any claim they have or may have that Seller’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) acknowledge and agree, on their own behalf and on behalf of their affiliates, including the Transferred Subsidiaries following the Closing, that, in the preparationevent that any dispute arises after the Closing between the Purchaser Group or Seller or its affiliates, negotiation Seller’s Counsel may represent one or more of Seller or its affiliates in such dispute even though the interests of such person(s) may be directly adverse to Purchaser or any Transferred Subsidiary and execution even though Seller’s Counsel may have represented a Transferred Subsidiary in a matter substantially related to such dispute prior to the Closing. Purchaser represents that Xxxxxxxxx’s own attorney has explained and helped Purchaser evaluate the implications and risks of waiving the right to assert future conflict against Seller’s Counsel, and Purchaser’s consent with respect to this waiver is fully informed. In addition, all communications involving attorney-client confidences between any of Seller or its affiliates (other than any Transferred Subsidiary) and Seller’s Counsel with respect to 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 Seller’s Counsel related to this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representative, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with the Contemplated Transactions, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser or any of its Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative or the Company, on the one hand, and the Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (itransactions contemplated hereby ) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewith, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged confidences that belong solely to Seller and its affiliates (and not the Transferred Subsidiaries), and the attorney-client privilege and the expectation of client confidence relating thereto shall belong solely to the Sellers belongs to, and shall be controlled by, the Seller Group and will not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consenta Transferred Subsidiary. Accordingly, Purchaser and the Company Transferred Subsidiaries shall not not, without Seller’s consent, have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the ClosingCommunications. Without limiting the generality of the foregoing, from upon and after the Closing, (ia) the Sellers Seller and its affiliates (and not Purchaser or the CompanyTransferred Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereofPrivileged Communication, (iib) to the extent that files of the Firm Seller’s Counsel in respect of such engagement constitute property of the clientPrivileged Communication, only the Sellers Seller and its affiliates (and not Purchaser or the CompanyTransferred Subsidiaries) shall hold such property rights and (iiic) the Firm Seller’s Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files Privileged Communications to Purchaser or any of the Company Transferred Subsidiaries by reason of any attorney-client relationship between Seller’s Counsel and any of the Firm Transferred Subsidiaries prior to the Closing. In addition, Purchaser and the Company Transferred Subsidiaries agree that it would be impractical to remove all Privileged Communications from the records (including e-mails and other electronic files) of the Transferred Subsidiaries. Accordingly, as to any Privileged Communications prior to the Closing, Purchaser and each Transferred Subsidiary together with any of their respective affiliates, subsidiaries, successors or otherwiseassigns, further agree that no such person may use or rely on or access without consent any Privileged Communications in any Proceeding initiated by Seller or any of its affiliates against Purchaser or any of its affiliates (including any Transferred Subsidiary following the Closing) or by Purchaser or any of its affiliates (including any Transferred Subsidiary following the Closing) against Seller or any of its affiliates, in each case concerning the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that a any dispute arises after the Closing between any member of the Purchaser or its Affiliates Group (including the Company), on the one hand, Transferred Subsidiaries) and a third party other than any member of the Sellers, on the other handSeller Group, Purchaser or its Affiliates Group (including the CompanyTransferred Subsidiaries) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 Privileged Communications to such third party party; provided, however, that neither no member of the Purchaser nor its Affiliates (including the Company) Group may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the SellersSeller Group, which consent shall not be unreasonably withheld, conditioned condition or delayed. In the event that a member of the Purchaser or its Affiliates (including the Company) Group is legally required by an order Judgment from a any Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged CommunicationsCommunications then Purchaser, to the extent permitted by applicable Legal Requirement and reasonably practicableLaw, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) Seller in writing so that the Company or the Sellers’ Representative, as applicable, can Seller has a reasonable opportunity to seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]order.

Waiver of Conflicts. Notwithstanding that Parent and the Company agree that Parent shall not, and certain Sellers shall cause the Company not to, seek to have been represented by Xxxxxx, Law Offices Xxxxxx LLP (the “FirmCooley”) in disqualified from representing the preparation, negotiation and execution of this Agreement and the Contemplated Transactions, the Company and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Holder Representative, the Sellers any Holder or any of their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims in connection with any dispute that may arise between the Contemplated TransactionsHolder Representative, provided that any such representation in an Action after the Closing Date in connection with the Contemplated Transactions shall, in each case, be subject in all respects to the terms of any conflict waiver in effect between Purchaser Holder or any of its their respective Affiliates, on the one hand, and Parent, the FirmParent Indemnified Parties or any of their respective Affiliates, on the other hand. All communications among the Sellersother, the Sellers’ Representative in connection with this Agreement or the Companytransactions contemplated hereby. In connection with any such dispute that may arise between the Holder Representative, any Holder or any of their respective Affiliates, on the one hand, and Parent, the FirmParent Indemnified Parties or any of their respective Affiliates, on the other handother, relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged in connection with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents or fraud in connection therewithtransactions contemplated hereby, in each case, prior to the Closing (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Sellers and shall not pass to or be claimed by Purchaser or the Company, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers Holder Representative (and not Purchaser Parent or the Company) shall be have the sole holders of right to decide whether or not to waive the attorney-client privilege with respect (the “Retained Privilege”) that may apply to such engagement, and none of Purchaser or any communications between the Company and Cooley that occurred before the Closing; provided, that, for the avoidance of doubt, the forgoing shall not extend to any communication not involving this Agreement, the Merger or any other agreements or transactions contemplated hereby, or to communications with any Person other than Cooley; provided, further, that nothing in this Section 10.20 shall be construed as a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason waiver of any attorney-client relationship between the Firm and the Company or otherwiseprivilege. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company)Company and any other person, on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) Company may assert the attorney-client privilege to prevent disclosure to such other person of confidential communications between Cooley and the Company. Nothing in this Section 10.20 shall be construed as a waiver of any document privilege controlled by Parent, Merger Sub or communications protected the Company after the Closing (which for the avoidance of doubt excludes the Retained Privilege), nor shall anything herein be construed to permit Cooley to communicate to the Holder Representative, any Holder or any of their respective Affiliates after the Closing any information subject to a privilege controlled by Parent, Merger Sub, or the Company (which for the avoidance of doubt excludes the Retained Privilege). Notwithstanding any other provision herein, this Section 12.21 to such third party provided10.20 shall be irrevocable, howeverand no term of this Section 10.20 may be amended, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege waived or modified, without the prior written consent of the Sellers’ Holder Representative on behalf and Cooley. The remainder of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) this page is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]intentionally left blank.

Waiver of Conflicts. Notwithstanding that Each of the Company parties hereto acknowledges and certain Sellers have been represented by Xxxxxxagrees, Law Offices (the “Firm”) in the preparationon its own behalf and on behalf of its directors, negotiation members, partners, officers, employees, and execution Affiliates that, for purposes of this Agreement and the Contemplated Transactionstransactions contemplated hereby, the Company is the client of the Identified Counsel, and Purchaser agree that after the Closing Date the Firm may represent the Sellers’ Representativenot any of its individual unitholders, the Sellers or their respective Affiliates in matters related to this Agreement, the Transaction Documents and the other ancillary documents hereto, including without limitation in respect of any indemnification claims Identified Counsel has acted as counsel to the Company in connection with the Contemplated Transactionsnegotiation of this Agreement and the consummation of the transactions contemplated hereby (the “Prior Representation”). After the Closing, provided it is possible that the Identified Counsel will represent a Seller, and/or any such representation in an Action after of their respective Affiliates (individually and collectively, the Closing Date “Seller Group”) in connection with any disputes related to the Contemplated Transactions shalltransactions contemplated by this Agreement or the Transaction Documents (the “Post-Closing Matters”). Each of Parent and Buyer hereby consents to, and waives any conflict of interest arising from, the Identified Counsel (or any successor) representing the Seller Group or any director, member, partner, officer, employee, representative or Affiliate of the Seller Group in connection with any Post-Closing Matter notwithstanding the Prior Representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so. Each party further agrees that, in each caseconnection with any future dispute between Buyer, be subject in all respects to the terms of any conflict waiver in effect between Purchaser Company or any of its their respective Affiliates, on the one hand, and the Firm, on the other hand. All communications among the Sellers, the Sellers’ Representative Seller Group or the Company, on the one hand, and the Firmany of their respective Affiliates, on the other hand, arising out of or relating to the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents, and the consummation of the Contemplated Transactions but excluding: (i) any communications or information that is related to the business of the Company and used CONFIDENTIAL 104 by the Company or Purchaser for business reasons after the Closing; (ii) any communications or information that has been exchanged with a Person in a manner that does not entitle an attorney-client privilege, or (iii) any communication or information evidencing knowledge of any Purchaser or the Company of a breach of this Agreement or the Transaction Documents transactions contemplated by this Agreement, as to all communications among the Identified Counsel, the Seller Group, the Company or fraud in connection therewith, in each case, any of its or their respective Affiliates prior to the Closing (the “Privileged Communications”) shall be deemed that are subject to be attorney-client privileged and the expectation privilege as of client confidence relating thereto shall belong solely immediately prior to the Sellers Closing, the attorney-client privilege belongs to the Seller Group and may be controlled by the Seller Group, and shall not pass to or be claimed by Purchaser or the CompanyXxxxx, and, following the Closing, neither the Company nor the Sellers may waive attorney-client privilege with respect to such Privileged Communications without the Sellers’ Representative’s written consent. Accordingly, Purchaser and the Company shall not have access to any Privileged Communications or to the files of the Firm relating to such engagement from and after the Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Sellers (and not Purchaser or the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or the Company shall be a holder thereof, (ii) to the extent that files of the Firm in respect of such engagement constitute property of the client, only the Sellers (and not Purchaser or the Company) shall hold such property rights and (iii) the Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or the Company by reason of any attorney-client relationship between the Firm and the Company or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or its Affiliates (including the Company), on the one hand, and a third party other than any of the Sellers, on the other hand, Purchaser or its Affiliates (including the Company) may assert the attorney-client privilege to prevent disclosure of any document or communications protected by this Section 12.21 to such third party provided, however, that neither Purchaser nor its Affiliates (including the Company) may waive such privilege without the prior written consent of the Sellers’ Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or its Affiliates (including the Company) is legally required by an order from a Governmental Entity or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent permitted by applicable Legal Requirement and reasonably practicable, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall promptly notify the Company (if prior to the Closing) or the Sellers’ Representative (if following the Closing) in writing so that the Company or the Sellers’ Representative, as applicable, can seek a protective order (at the Company’s or the Sellers’ Representative’s, as applicable, sole cost and expense). For the avoidance of doubt, it is clarified that the Sellers’ Representative’s authority pursuant to Section 12.1 extends also to this Section 12.21 and, accordingly, following the Closing, the Sellers’ Representative is entitled to grant any waiver or consent of use with respect any information or document protected by this Section 12.21. [Signature pages follow]their respective Affiliates.