Common use of Conflicts and Privileges Clause in Contracts

Conflicts and Privileges. (a) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Mountain Counsel Privileged Communications, by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates (other than TopCo or any other Group Company) or Representatives (collectively, the “FCB Group”), on the one hand, and (ii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (together, “FCB Counsel”), that represented any member of the FCB Group prior to the Closing may represent any member of the FCB Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Mountain Group or any Group Company, and even though such counsel may have represented any member of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the FCB Group, on the one hand, and FCB Counsel, on the other hand (the “FCB Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the FCB Group after the Closing, and shall not pass to or be claimed or controlled by any member of the Mountain Group or any Group Company. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the FCB Group may restrict access to the FCB Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the FCB Counsel Privileged Communications, by virtue of the Transactions.

Conflicts and Privileges. (a) Each of the Parties, on its own behalf Parent and on behalf Merger Sub acknowledges that each of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Mountain Counsel Privileged Communications, by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates (other than TopCo or any other Group Company) or Representatives (collectively, the “FCB Group”), on the one hand, and (ii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP Tax Partners LLP, Catlow Law and Ifrah Law PLLC (togethercollectively, “FCB Company Counsel”), that represented any member of ) has acted as counsel for the FCB Group prior to the Closing may represent any member of the FCB Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Mountain Group or any Group Company, its Subsidiaries and even though such counsel may have represented any member of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made Stockholders in connection with the negotiationnegotiation of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby that, preparationin the event of any post-Effective Time matters or disputes between the parties, executionthe Stockholders reasonably anticipate that Company Counsel will represent them in such matters or disputes. Parent consents to, delivery and performance underagrees to cause the Surviving Corporation to consent to, Company Counsel’s representation of the Stockholders in any such post-Effective Time matter or dispute concerning this Agreement or the Ancillary Agreements or any dispute transaction contemplated hereby or Proceeding arising out of or relating tothereby, this Agreement, any Ancillary Documents or including one in which the Transactions) between or among any member interests of the FCB GroupParent and the Surviving Corporation, on the one hand, and FCB the Stockholders, on the other hand, are adverse, whether or not such matter or dispute is substantially related to a matter in which Company Counsel may have previously advised the Company, its Subsidiaries and the Stockholders. All communications between Company Counsel, on the one hand, and the Company, its Subsidiaries, the Stockholders’ Representative and/or any Stockholder, or any of their respective directors, officers, employees or other hand representatives, on the other hand, that directly relate to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or any dispute arising under this Agreement or the Ancillary Agreements (collectively, the “FCB Counsel Privileged Deal Communications”), the attorney/client privilege and the expectation of client confidence ) shall survive the Transactions and belong to and be controlled by the FCB Group after the Closing, Stockholders and shall not pass to or be claimed by the Parent or the Surviving Corporation. All Deal Communications that are attorney-client privileged shall remain privileged after the Effective Time and the attorney-client privilege, attorney work-product protection, and expectation of client confidence relating thereto shall belong to and be controlled by any member of the Mountain Group or any Group Company. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that Stockholders and may be waived only by the FCB Group may restrict access to the FCB Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the ClosingStockholders’ Representative, and shall not pass to be claimed or used by the Parties agree not to assert that any privilege has been waived as to Parent or the FCB Counsel Privileged Communications, by virtue of the TransactionsSurviving Corporation.

Conflicts and Privileges. (a) Each It is acknowledged by each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after parties hereto that the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege Holder Representative and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has Holders have been waived as to the Mountain Counsel Privileged Communications, represented by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates (other than TopCo or any other Group Company) or Representatives (collectively, the “FCB Group”), on the one hand, and (ii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇”) in connection with the transactions contemplated hereby. Parent and Merger Sub hereby agree that in the event that a dispute arises after the Closing between Parent and its Subsidiaries, on the one hand, and the Holder Representative and the Holders, on the other hand, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (together, “FCB Counsel”), that represented any member of the FCB Group prior to the Closing may represent any member of the FCB Group Holder Representative and the Holders in such dispute even though the interests of such Persons the Holder Representative and the Holders may be directly adverse to any member of the Mountain Group or any Group CompanyParent and its Subsidiaries, and even though such counsel ▇▇▇▇▇▇ may have represented any member of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), Corporation or its Subsidiaries. Parent and Merger Sub further agree that, as to all legally privileged communications prior among ▇▇▇▇▇▇, the Company, the Holder Representative and/or any Holder that relate in any way to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, transactions contemplated by this Agreement, any Ancillary Documents or the Transactions) between or among any member of the FCB Group, on the one hand, and FCB Counsel, on the other hand (the “FCB Counsel Privileged Communications”), the attorney/-client privilege and the expectation of client confidence shall survive the Transactions and belong belongs to the FCB Group after Holder Representative and the Closing, Holders and may be controlled by the Holder Representative and the Holders and shall not pass to to, or be claimed or controlled by any member of by, Parent, Merger Sub, the Mountain Group Surviving Corporation or any Group Companyof its Subsidiaries. The PartiesNotwithstanding the foregoing, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the FCB Group may restrict access to the FCB Counsel Privileged Communications, whether located in the records or email server of any Party or event that a dispute arises between Parent, the Surviving Corporation and its AffiliatesSubsidiaries, in any Proceeding against or involving any of on the Parties after the Closingone hand, and a third party other than the Parties agree not Holder Representative or a Holder, on the other hand, Parent, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to assert that any privilege has been waived as prevent disclosure of confidential communications to the FCB Counsel Privileged Communications, by virtue of the Transactionssuch third party.

Conflicts and Privileges. (a) Each of party acknowledges and agrees that in connection with the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect matters related to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Mountain Counsel Privileged Communications, by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates (other than TopCo or any other Group Company) or Representatives (collectively, the “FCB Group”), on the one hand, and (ii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (together, “FCB Counsel”), that LLC solely represented the Company and did not represent any member of the FCB Group prior to the Closing may represent Company Securityholders or any member director, officer or employee of the FCB Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Mountain Group or any Group CompanyCompany individually. (b) Purchaser hereby waives and will not assert, and even though such counsel may have represented agrees to cause Surviving Company and the Company to waive and not to assert, any member conflict of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding interest arising out of or relating toto the potential representation after the Closing (the “Post-Closing Representation”) of the Company Representative, any Company Securityholder or any director, officer or employee of the Company (any such Person, a “Designated Person”) in any matter involving this Agreement or the transactions contemplated by this Agreement, by any Ancillary Documents legal counsel (including ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC) currently representing the Company in connection with this Agreement or the Transactionstransactions contemplated by this Agreement (the “Current Representation”). (c) Purchaser hereby waives and will not assert, and agrees to cause Surviving Company and the Company to waive and not to assert, any attorney-client privilege with respect to any communication between or among any member such legal counsel (including ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC) and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with any Purchaser Covered Party (including, following the Effective Time, Surviving Company and the Company), it being the intention of the FCB Groupparties that following the Effective Time all such rights to such attorney-client privilege and to control such attorney-client privilege shall be vested in and belong to the Company Stockholders; provided, that the foregoing waiver and acknowledgement of retention shall not extend to (i) any communication not involving this Agreement or the transactions contemplated by this Agreement or any communication with any Person other than any Designated Persons and their advisors and (ii) matters involving a third party as to which Purchaser, Surviving Company and the Company, as applicable, shall be permitted to assert attorney-client privilege. (d) Notwithstanding the foregoing, in the event that a dispute arises between any of Purchaser, Surviving Company or their Affiliates, on the one hand, and FCB Counsela party other than a Designated Person, on the other hand (the “FCB Counsel Privileged Communications”)hand, Purchaser, Surviving Company or their Affiliates may assert the attorney/-client privilege and to prevent the expectation disclosure of client confidence shall survive the Transactions and belong any communications related to the FCB Group after Current Representation to such third party; provided, however, that none of Purchaser, Surviving Company or their Affiliates may waive such privilege without the Closing, and shall not pass to or be claimed or controlled by any member prior written consent of the Mountain Group or any Group Company. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the FCB Group may restrict access to the FCB Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the FCB Counsel Privileged Communications, by virtue of the TransactionsCompany Representative.

Conflicts and Privileges. (a) Each of the Parties, on its own behalf Parties hereby irrevocably acknowledge and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among : (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇▇▇C▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP (the “Designated Firm”) has acted as counsel to the Company prior to the Closing, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇including in connection with the Transactions contemplated hereby, S.L.P. and NautaDutilh (togetherii) in connection with any dispute arising under or in connection with this Agreement, any agreement, instrument or document entered into pursuant to this Agreement or the Transaction or other transactions contemplated by this Agreement (a “Mountain CounselDispute”), that represented Acquiror hereby irrevocably waives and agrees not to assert, and agrees to cause the Company after the Closing to irrevocably waive and agree not to assert, any member conflict of interest arising from or in connection with the Designated Firm’s representation of the Mountain Group Company prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing; (iii) all communications between or among any of the Company, its Representatives, any of the Surviving Company Stockholders or any of the Company)’s directors, further agree thatofficers, as to all legally privileged communications prior to managers, employees, agents, advisors (including the Closing (Designated Firm) or their representatives made in connection with the negotiation, preparation, execution, delivery and performance closing under, or any Dispute or otherwise relating to any potential sale or acquisition of the Company, and all related documents and files (the “Protected Seller Communications”), shall be deemed to be privileged and confidential communications and shall be excluded from the assets to be transferred to Acquiror pursuant to this Agreement or any other agreement, instrument or document contemplated hereby; (iv) all rights to such Protected Seller Communications, and the control of the confidentiality and privilege applicable thereto shall be vested exclusively in the Surviving Company on behalf of the Company and shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Surviving Company on behalf of the Company; (v) neither Acquiror nor Merger Sub shall have any right, directly or indirectly, to assert or waive any privilege or protection against disclosure, or discover, use or disclose any Protected Seller Communications in any manner, including in connection with any dispute or Proceeding arising out of legal proceeding relating to or relating to, in connection with this Agreement, any Ancillary Documents the events and negotiations leading to this Agreement or the TransactionsTransaction or other transactions contemplated by this Agreement; and (vi) the Designated Firm shall have no duty to disclose any Protected Seller Communications to Acquiror or Merger Sub or otherwise. (b) The Company hereby irrevocably acknowledges and agrees, on behalf of itself and its directors, stockholders, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that any legal counsel (including White & Case LLP (the “Prior Acquiror Firm”)) that represented Acquiror, the Sponsor and/or any director nominee designated by the Sponsor (the “G▇▇▇ Designee”) prior to the Closing, including in connection with the Transactions contemplated hereby, (ii) the Prior Acquiror Firm may represent the G▇▇▇ Designee, the Sponsor or any of the Sponsor’s Affiliates (excluding, for the avoidance of doubt, Acquiror) or its Affiliates’ respective directors, members, managers, officers or employees, in each case, after the Closing in connection with any Dispute, notwithstanding such counsel’s representation of Acquiror prior to the Closing, and each of Acquiror and the Company, on behalf of itself and the Company Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of Acquiror and the Company, on behalf of itself and the Company Waiving Parties, hereby further agrees that, all legally privileged communications prior to the Closing between or among any member legal counsel (including the Prior Acquiror Firm) and the Acquiror, the G▇▇▇ Designee, the Sponsor, or any of the Mountain GroupSponsor’s Affiliates or any of the Sponsor’s or its Affiliates’ respective directors, on members, managers, or employees prior to the one hand, and Mountain Counsel, on Closing in any way related to the other hand (the “Mountain Counsel Privileged Communications”)transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Mountain Counsel Privileged Communications, by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates belongs to the G▇▇▇ Designee and the Sponsor, (other than TopCo or any other Group Companyii) or Representatives (collectively, may be controlled by G▇▇▇ Designee and the “FCB Group”), on the one handSponsor, and (iiiii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (together, “FCB Counsel”), that represented any member of the FCB Group prior to the Closing may represent any member of the FCB Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Mountain Group or any Group Company, and even though such counsel may have represented any member of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the FCB Group, on the one hand, and FCB Counsel, on the other hand (the “FCB Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the FCB Group after the Closing, and shall not pass to or be claimed or controlled by any member of Acquiror, the Mountain Group Surviving Company or any Group Company. The Partiesother Company Waiving Party; provided, together that (A) the G▇▇▇ Designee and the Sponsor shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with any the enforcement or defense of their respective Affiliatesrights or obligations existing under this Agreement and (B) the applicable legal counsel (including the Prior Acquiror Firm) that represented the Acquiror, Representativesthe G▇▇▇ Designee, successors the Sponsor, or assigns, agree that any of the FCB Group may restrict access to Sponsor’s Affiliates or any of the FCB Counsel Privileged Communications, whether located in the records or email server of any Party Sponsor’s or its Affiliates’ respective directors, in any Proceeding against members, managers, or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as employees prior to the FCB Counsel Privileged CommunicationsClosing shall have no duty to disclose any such communications or information to Acquiror or the Surviving Company, by virtue of the Transactionsor otherwise.

Conflicts and Privileges. (a) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) Mountain, the Sponsor, the former shareholders or holders of other equity interests of Mountain, the Sponsor and any of their respective Affiliates (other than any Group Company) or Representatives (collectively, the “Mountain Group”), on the one hand, and (ii) any RemainCo Entities or any Group Company or any of their respective Affiliates or Representatives (the “FCB Group Company Entities”), on the other hand, any legal counsel, including ▇S▇▇▇▇▇▇▇ & ▇C▇▇▇▇▇▇▇ LLP, ▇G▇▇▇▇▇▇▇▇ ▇P▇▇▇▇▇▇, S.L.P. and NautaDutilh (together, “Mountain Counsel”), that represented any member of the Mountain Group prior to the Closing may represent any member of the Mountain Group in such dispute even though the interests of such Persons may be directly adverse to any member of the FCB Group Company Entities, and even though such counsel may have represented any member of the FCB Group Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the FCB Group Company Entities and/or the Sponsor or Mountain. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the Mountain Group, on the one hand, and Mountain Counsel, on the other hand (the “Mountain Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Mountain Group after the Closing, and shall not pass to or be claimed or controlled any member of the FCB Group Company Entities. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the Mountain Group may restrict access to the Mountain Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the Mountain Counsel Privileged Communications, by virtue of the Transactions. (b) Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement, any Ancillary Document or the Transactions arises after the Closing between or among (i) any RemainCo Entity or any of their Affiliates (other than TopCo or any other Group Company) or Representatives (collectively, the “FCB Group”), on the one hand, and (ii) any member of the Mountain Group or any Group Company, on the other hand, any legal counsel, including ▇P▇▇▇▇-▇▇▇▇▇▇ and ▇T▇▇▇▇▇▇▇ ▇P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ LLP (together, “FCB Counsel”), that represented any member of the FCB Group prior to the Closing may represent any member of the FCB Group in such dispute even though the interests of such Persons may be directly adverse to any member of the Mountain Group or any Group Company, and even though such counsel may have represented any member of the Mountain Group or any Group Company in a matter substantially related to such dispute, or may be handling ongoing matters for any member of the Mountain Group or any Group Company. Each of the Parties, on its own behalf and on behalf of its respective Affiliates, Representatives, successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions) between or among any member of the FCB Group, on the one hand, and FCB Counsel, on the other hand (the “FCB Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the FCB Group after the Closing, and shall not pass to or be claimed or controlled by any member of the Mountain Group or any Group Company. The Parties, together with any of their respective Affiliates, Representatives, successors or assigns, agree that the FCB Group may restrict access to the FCB Counsel Privileged Communications, whether located in the records or email server of any Party or its Affiliates, in any Proceeding against or involving any of the Parties after the Closing, and the Parties agree not to assert that any privilege has been waived as to the FCB Counsel Privileged Communications, by virtue of the Transactions.