Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the Sellers, H&K may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, even though H&K may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers Company, the Seller and the Company Shareholders have retained H&K W&S to act as their counsel in connection with the transactions contemplated hereby Transactions and that H&K W&S has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K W&S for conflict of interest or any other purposes as a result thereof. The Buyer Each of the Buyer, the Seller and the Shareholders hereby agrees agree that, in the event that a dispute arises after the Closing between the Buyer and its Affiliates, on the Sellersone hand, H&K and the Seller and the Shareholders, on the other hand, with respect to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby, W&S may represent Seller or the Sellers Shareholders in such dispute even though the interests of the Sellers such Seller or Shareholder may be directly adverse to the Buyer or the Company, and even though H&K W&S may have represented the Company in a matter substantially related to such disputeconnection with the negotiation, execution, delivery and performance of this Agreement, the Transaction Documents and the Transactions, or may be handling ongoing matters for the Buyer or the Company. The Buyer further agrees that, as to all communications among H&K, W&S and the Company, the Seller, the Shareholders, and/or the Sellers Optionholders (and any director, manger, officer or employee thereof) that directly relate to the negotiation Transactions (and execution of this Agreement and not other matters regarding the consummation of the transactions contemplated herebyCompany or its business or operations), the attorney-client privilege and the expectation of client confidence belongs to the Sellers Seller and may be controlled by the Sellers Seller and shall not pass to or be claimed by the Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the BuyerBuyer or the Company, on the Company one hand, and a third party other than a party to this Agreement Agreement, on the other hand, after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K W&S to such third party; provided, however, that neither the Company nor the Buyer may not waive such privilege without the prior written consent of H&K and the Seller Representative(which consent shall not be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers Company Entities and the Company Seller have retained H&K Winston & S▇▇▇▇▇ LLP (“W&S”) to act as their counsel in connection with the transactions contemplated hereby and that H&K W&S has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K W&S for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and or the SellersSeller, H&K W&S may represent the Sellers Seller or in such dispute even though the interests of the Sellers Seller may be directly adverse to the Buyer or the CompanyCompany Entities, and even though H&K W&S may have represented the Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the CompanyCompany Entities. The Buyer further agrees that, as to all communications among H&K, W&S and the Company, Company Entities and/or the Sellers Seller that directly relate in any way to the negotiation and execution of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers Seller and may be controlled by the Sellers Seller and shall not pass to or be claimed by the Buyer or the CompanyCompany Entities. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, Buyer or the Company Entities and a third party other than a party to this Agreement after the Closing, the each Company Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K W&S to such third party; provided, however, that the Company may not, and shall not permit any other Company Entity to, waive such privilege without the prior written consent of H&K and the Seller RepresentativeSeller.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that MDI and Merger Sub (the Sellers and the Company “Companies”) have retained H&K ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P. (“JW”) to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereofhereby. The Buyer ANI hereby agrees that, in the event that a dispute arises after the Closing Effective Time between ANI and its Affiliates (including the Buyer Companies) on the one hand, and the Sellersstockholders, H&K directors and officers of the Companies (the “Designated Persons”) on the other hand, JW may represent the Sellers Designated Persons in such dispute even though the interests of the Sellers Designated Persons may be directly adverse to the Buyer or the Companyand its Affiliates, and even though H&K JW may have represented the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the CompanyCompanies. The Buyer further agrees that, as to all communications among H&KJW, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement Companies and the consummation of Designated Persons that relate in any way to the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers Designated Persons and shall not pass to or be claimed by the Buyer or any of its Affiliates (including the CompanyCompanies), it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Buyer and the Buyer, Companies on the Company one hand and a third party other than a party to this Agreement after the ClosingDesignated Persons, on the Company other hand, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller Representative.

Conflicts and Privilege. It is acknowledged by each of the parties Parties hereto that the Sellers and the Company have has retained H&K Dentons US LLP to act as their its counsel in connection with the transactions contemplated hereby. Buyers hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Buyers and/or the Buyer Company on the one hand, and the one or both Sellers, H&K on the other hand, Dentons US LLP, or its successor, may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, and even though H&K Dentons US LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer Buyers further agrees agree that, as to all communications among H&KDentons US LLP or its successor, the Company, and/or the Sellers that directly relate in any way to the negotiation and execution of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers and shall not pass to or be claimed by the Buyer Buyers or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Buyers and the BuyerCompany, on the Company one hand, and a third party other than a party to this Agreement after Sellers, on the Closingother hand, Buyers and the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K to such third party; provided, however, that neither Buyers nor the Company may not waive such privilege without the prior written consent of H&K and the Seller RepresentativeSellers. [Signatures follow on next page.]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers Parent, Buyer and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Parent or the Buyer Surviving Corporation and the SellersShareholders, H&K ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may represent the Sellers Shareholders in such dispute even though the interests of the Sellers Shareholders may be directly adverse to the Buyer or the CompanySurviving Corporation, and even though H&K ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or Surviving Corporation. Parent, Buyer, Finance Sub and the Company. The Buyer Company further agrees agree that, as to all communications among H&Kbetween ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement Company and the consummation of Shareholders that relate in any way to the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers Shareholders and may be controlled by the Sellers Shareholders, and shall not pass to or be claimed or controlled by the Buyer Surviving Corporation; provided that the Shareholders shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the Companyother Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Buyer, the Company Surviving Corporation and a third party Person other than a party to this Agreement Shareholder after the Closing, the Company Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. to such third partyPerson; provided, however, that the Company Surviving Corporation may not waive such privilege without the prior written consent of H&K and the Seller RepresentativeShareholders Agent, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each The Buyer acknowledges that ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ and Stikeman represent the interests of the parties hereto that the Sellers and the Company have retained H&K to act as their counsel Seller in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereofby this Agreement. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and the SellersSeller, H&K ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ and Stikeman may represent the Sellers Seller in such dispute even though the interests of the Sellers Seller may be directly adverse to the Buyer or to any of the CompanyCompanies, and even though H&K ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ and Stikeman may have represented any of the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or any of the CompanyCompanies. The Buyer further agrees that, as to all communications among H&K▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Cannizzo, Stikeman, any of the Company, and/or Companies and the Sellers Seller that directly relate in any way to the negotiation and execution of transaction contemplated by this Agreement and the consummation of the transactions contemplated herebyAgreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers Seller and may be controlled by the Sellers Seller, and shall not pass to or be claimed or controlled by the Buyer or any of the CompanyCompanies. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, Buyer or any of the Company Companies and a third party other than a party Party to this Agreement after the Closing, the any Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ and Stikeman to such third party; provided, however, that the Buyer or such Company may not waive such privilege without the prior written consent of H&K and the Seller RepresentativeSeller.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Sellers Buyer and the Company have retained H&K to act as their counsel in connection with the transactions contemplated hereby and that H&K has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of H&K for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or the Buyer Company, on one hand, and any or all of the Sellers, H&K on the other hand, King & Spalding LLP may represent the any or all of such Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Buyer or the Company, and even though H&K King & Spalding LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. The Buyer and the Company further agrees agree that, as to all communications among H&Kbetween King & Spalding LLP, the Company, and/or Company and the Sellers that directly relate to the negotiation and execution of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by the Sellers Sellers, and shall not pass to or be claimed or controlled by the Buyer or Company in the Companyevent of a legal dispute with any of the Sellers. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, Buyer or the Company and a third party Person other than a party to this Agreement Seller after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K King & Spalding LLP to such third partyPerson; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller RepresentativeSellers.

Conflicts and Privilege. It is acknowledged by each of the The parties hereto acknowledge that the Sellers Company and the Company Seller have retained H&K ▇▇▇▇▇▇▇ Coie LLP (“PC”) to act as their its counsel in connection with the transactions contemplated hereby and hereby, that H&K PC has not acted as a counsel for any other party in connection with the transactions contemplated hereby hereby, and that none of the other parties has the status of a client of H&K PC for conflict of interest or any other purposes as a result thereof. The Buyer Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the Buyer Purchaser and the SellersSeller, H&K PC may represent the Sellers Seller in such dispute even though the interests of the Sellers Seller may be directly adverse to the Buyer Purchaser or the Company, and even though H&K PC may have represented the Company in a matter substantially related to such dispute, dispute or may be handling ongoing matters for the Buyer Purchaser or the Company. The Buyer Purchaser further agrees that, as to all communications among H&K, the Company, and/or the Sellers that directly relate to the negotiation and execution of this Agreement between PC and the consummation of Company that relate in any way to the transactions contemplated herebyby this Agreement, the attorney-client privilege and the expectation exception of client confidence belongs to the Sellers Seller and may be controlled by the Sellers Seller and shall not pass to or be claimed by the Buyer Purchaser or the Company. Notwithstanding the foregoing, in the event that a dispute arises between the BuyerPurchaser, the Company Company, and a third party Person other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by H&K PC to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of H&K and the Seller RepresentativeSeller.