Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company Seller and the Seller Representative certain of its Subsidiaries or Affiliates have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Day to act as their its counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ Day has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person has the status of a client of ▇▇▇▇▇▇ Day for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree hereby agrees that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective its Affiliates, ▇▇▇▇▇▇ Day may represent Seller or any such party Affiliate in such dispute even though the interest interests of any Seller or such party Affiliate may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ Day may have represented the Rolling Mill Business or the Company or any Rolling Mill Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for the and Buyer or the Company. (c) The parties heretohereby waives, for on behalf of themselves and their respective Affiliates (includingeach of its Affiliates, as applicable, the Company), any conflict of interest in connection with such representation by ▇▇▇▇▇ Day. Buyer further agree agrees that, as to all communications between communications, whether written or electronic, among ▇▇▇▇▇▇▇ Day, Seller, the SellersCompany, the Seller Ownersor any Rolling Mill Affiliate, the Seller Representative and/or the Company and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by Buyer, the Buyer Rolling Mill Business or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.16.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company Sellers and the Seller Representative Companies have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP for conflict of interest or any other purposes as a result thereof. (b) The Each of Buyer and Parent hereby agrees that, in the event that a dispute arises among Buyer or any of its Affiliates (including, after the Closing, any Companies) and Sellers or any of their Affiliates (including, prior to the Closing, the Companies), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent Sellers or any such Affiliate in such dispute, even though the interests of Sellers or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Companies), and even though ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented a Company hereby: in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer or a Company. (ic) waiveEach of Buyer and Parent hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Companies): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing between the among Buyer or any of its Affiliates (including the CompanyCompanies) and the Seller Representative, the Sellers, any Seller Owner Sellers or any Affiliate of their respective AffiliatesSellers, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) Companies), and even though ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the a Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the a Company. (cd) The parties heretoEach of Buyer and Parent, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing, the Company), Companies) further agree agrees that, as if, and to all the extent that, at any time subsequent to the Closing, each Company shall have the right to assert or waive an attorney-client privilege with respect to any communications between or among it or any of its directors or officers concerning or in contemplation of this Agreement or the transactions contemplated hereby, Sellers shall have the sole right to waive such attorney-client privilege. Further, no ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ LLP attorney shall be required to respond to any inquiry concerning such communications without the approval of Sellers, the Seller Owners, the Seller Representative and/or the Company that relate . (e) Notwithstanding any other provision in any way to the transactions contemplated by this Agreement, prior to the Closing, Sellers shall be permitted to remove from the Companies any email, document and other records containing attorney-client privileged information where the attorney-client privilegeprivilege is held jointly between a Company, on the expectation one hand, and Sellers or any of client confidence and all their Affiliates, on the other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Companyhand (“Jointly Privileged Information”). Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from From and after the Closing, Buyer shall cause each Company and its Affiliates to provide to Sellers copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. Sellers agree that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 10.17(e) shall be returned to the Company promptly following the completion of such review if it is determined by Sellers that such email, document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇ & ▇, ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and any Designated Person that relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (i) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 13.16(c)), further (ii) agree thatthat the Selling Entities may seek a protective order and (iii) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.assist therewith.‌

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that Cannavative has retained the Company and the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Cannavative Counsel to act as their its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ Cannavative Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party Party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Cannavative Counsel for conflict of interest or any other purposes as a result thereof. (b) The Buyer Vencanna hereby agrees that, in the event that a dispute arises between Vencanna or any of its Affiliates (including, after the Closing Time, Cannavative) and any Seller or any of its Affiliates (including, prior to the Company hereby: Closing Time, Cannavative), the Cannavative Counsel may represent the Seller or any such Affiliate in such dispute, even though the interests of the Seller or such Affiliate may be directly adverse to Vencanna or any of its Affiliates (iincluding, after the Closing Time, Cannavative), and even though the Cannavative Counsel may have represented Cannavative in a manner substantially related to such dispute, or may be handling ongoing matters for Vencanna or Cannavative. (c) waiveVencanna hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing Time, Cannavative): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ Cannavative Counsel has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing Time between the Buyer Vencanna or any of its Affiliates (including the CompanyCannavative) and the Seller Representative, the Sellers, any Seller Owner or any of their respective its Affiliates, ▇▇▇▇▇▇ Cannavative Counsel may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer Vencanna or any of its Affiliates (including the Company) Cannavative), and even though ▇▇▇▇▇▇ Cannavative Counsel may have represented the Company Cannavative in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer Vencanna or the CompanyCannavative. (cd) The parties hereto▇▇▇▇▇▇▇▇, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing Time, the Company), Cannavative) further agree agrees that, as to all communications between Cannavative Counsel and Cannavative made in connection with the negotiation, preparation, execution, delivery and closing under, or among ▇▇▇▇▇▇any dispute arising in connection with, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Cannavative and may be controlled by the Seller Sellers' Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇▇▇ relating to such engagement from and after the Closingor Cannavative.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person that directly relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a third party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 14.15(c)), further (y) agree thatthat the Selling Entities may seek a protective order and (z) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingassist therewith.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have GB Ltd. has retained each of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and (ii) Gleiss ▇▇▇▇, ▇▇▇▇▇▇ & Associes and ▇▇▇▇▇▇ ▇▇▇▇ Ltd. (collectively, “Other Counsel”) and that ▇▇▇▇▇▇▇ has ▇▇▇▇ and such Other Counsel have not acted as counsel for any other Person person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person person has the status of a client of ▇▇▇▇▇▇▇ ▇▇▇▇ and such Other Counsel for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (bincluding, after the Closing, the Acquired Companies) The and GB Ltd. or any of its Affiliates (including, prior to the Closing, the Acquired Companies) in connection with this Agreement or the transactions contemplated hereby, each of ▇▇▇▇▇▇▇ ▇▇▇▇ and such Other Counsel may represent GB Ltd. or any such Affiliate in such dispute even though the interests of GB Ltd. or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) and even though ▇▇▇▇▇▇▇ ▇▇▇▇ or such Other Counsel, as applicable, may have represented one or more of the Acquired Companies in a matter substantially related to such dispute, and Buyer and the Company hereby: (i) Acquired Companies hereby waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that conflict of interest in connection with such representation by ▇▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any or such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (includingOther Counsel, as applicable, the Company), . Buyer further agree agrees that, as to all communications between legal communications, whether written or electronic, among ▇▇▇▇▇▇▇ ▇▇▇▇ or such Other Counsel, on the one hand, and GB Ltd., the SellersAcquired Companies and their respective subsidiaries, on the Seller Ownersother hand, the Seller Representative and/or the Company in each case, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the any attorney-client privilegeprivilege with respect thereto, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative GB Ltd. and may be controlled by the Seller Representative GB Ltd. and shall not pass to or be claimed by the Buyer or the Company. AccordinglyAcquired Companies; provided that Buyer, the Company shall not have access to Acquired Companies and their Affiliates may assert any such communications attorney-client or to the files other evidentiary privilege in any litigation not involving GB Ltd. or any of its Affiliates. GB Ltd. and Buyer further agree that ▇▇▇▇▇▇▇ relating to ▇▇▇▇ and such engagement from Other Counsel and after the Closingtheir respective partners and employees are third party beneficiaries of this Section 11.19.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“APKS”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Zomner (“▇▇▇▇▇”) to act as their its counsel in connection with the transactions contemplated hereby and that ▇neither APKS nor ▇▇▇▇▇ has not have acted as counsel for any other Person Purchaser in connection with the transactions contemplated hereby hereby, and that no other party to this Agreement or Person has the status of a client of ▇APKS or ▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Purchaser hereby agrees that, in the event that a dispute arises between Purchaser or any of its Affiliates (bincluding, after the Closing, either of the Companies and any of their respective Affiliates) The Buyer and Sellers, any unitholder of Sellers or any of their respective Affiliates (including, prior to the Company Closing, either of the Companies), that relates to the transactions contemplated by this Agreement, APKS and/or ▇▇▇▇▇ may represent Sellers, such unitholder or any such Affiliate in such dispute even though the interests of Sellers, such unitholder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, either of the Companies), and even though APKS and/or ▇▇▇▇▇ may have represented either of the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Purchaser or either of the Companies, the Purchaser hereby: (i) waive, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Companies), (i) waives any claim they have or may have that ▇APKS and/or ▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree agrees that, in the event that a dispute arises after the Closing between the Buyer Purchaser or any of its Affiliates (including either of the CompanyCompanies) and the Seller Representative, the Sellers, any Seller Owner unitholder of Sellers or any of their respective Affiliates, ▇APKS and/or ▇▇▇▇▇ may represent any of Sellers, such party unitholder and/or such Affiliate in such dispute even though the interest of any such party may be directly adverse to the Buyer Purchaser or any of its their Affiliates (including including, after the Company) Closing, either of the Companies), and even though ▇APKS and/or ▇▇▇▇▇ may have represented either of the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser or either of the Buyer Companies. Notwithstanding the foregoing, in no event shall the foregoing waive the obligation of APKS or ▇▇▇▇▇ to comply with applicable Rules of Professional Conduct as it relates to the Company. (c) The parties hereto, for themselves protection of current or former client confidential information and their respective Affiliates (including, as applicable, the Company), limitations on the use of such information. Purchaser further agree agrees that, as to all communications between or among ▇▇▇▇▇▇APKS, the Babst, Sellers, either of the Seller OwnersCompanies, the Seller Representative and/or the Company any unitholder of Sellers and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege relating to the transactions belong to the Seller Representative such unitholder, Sellers and/or such Affiliates and may be controlled by the Seller Representative such unitholder, Sellers and/or such Affiliates and shall not pass to or be claimed by Purchaser or, after the Buyer or Closing, either of the CompanyCompanies. AccordinglyPurchaser agrees to take, and to cause their Affiliates to take, all steps necessary to implement the Company shall not have access to any such communications or to the files intent of ▇this Section 5.12. Purchaser and Sellers further agree that APKS, ▇▇▇▇▇ relating to such engagement from and after the Closingtheir respective partners and employees are third-party beneficiaries of this Section 5.12.

Conflicts; Privileges. (a) It is acknowledged and agreed by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇DM”) to act as their its counsel in connection with this Agreement, the transactions contemplated hereby Transaction Documents and the Acquisition and that ▇▇▇▇▇▇ DM has not acted as counsel for any other Person in connection with this Agreement, the transactions contemplated hereby Transaction Documents or the Acquisition and that no other party to this Agreement or Person in connection with this Agreement, the Transaction Documents or the Acquisition has the status of a client of ▇▇▇▇▇▇ DM for conflict of interest or any other purposes as a result thereof. . Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (bincluding, after the Closing, the Company) The Buyer and Members or any of their Affiliates (including, prior to the Closing, the Company), DM may represent Members or any such Affiliate in such dispute even though the interests of Members or such Affiliate may be directly adverse to the Parent or any of its Affiliates (including, after the Closing, the Company), and even though DM may have represented the Company in a matter substantially related to such dispute, and Parent and the Company hereby: (i) hereby waive, on behalf of themselves and each of their Affiliates, (a) any claim they have or may have that ▇▇▇▇▇▇ DM has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; , and (iib) agree that, in the event that a dispute arises after the Closing between the Buyer Parent or any of its Affiliates (including including, after the Closing, the Company) and the Seller Representative, the Sellers, any Seller Owner Company or Members or any of their respective Affiliates, ▇▇▇▇▇▇ DM may represent any such party if retained in such dispute even though the interest of any such party may be directly adverse to the Buyer Parent or any of its Affiliates (including including, after the Closing, the Company) or the Company and even though ▇▇▇▇▇▇ DM 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree agrees that, as to all communications between or among ▇▇▇▇▇▇DM, the Sellers, Company and the Seller Owners, the Seller Representative and/or the Company Sellers or any of their Affiliates that relate in any way to the transactions contemplated by this AgreementAcquisition, the attorney-attorney client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Members and may be controlled by the Seller Representative Members and shall not pass to or be claimed by the Buyer Parent or the CompanyCompany (or the Surviving Corporation). AccordinglyParent agrees to take, and to cause its Affiliates to take, all steps reasonably necessary to implement the intent of this Section 5.8. Members, the Company shall not have access to any such communications or to the files and Parent further agree that DM is an expressly intended third-party beneficiary of ▇▇▇▇▇▇ relating to such engagement from and after the Closingthis Section 5.8.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained Debevoise & ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇Debevoise”) to act as their counsel in connection with the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ has Buyer does not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has have the status of a client of ▇▇▇▇▇▇ Debevoise for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: hereby agree that, in the event that a dispute arises between Buyer or any of its Affiliates (iincluding after the Closing, the Company and any of its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Company or any of its Subsidiaries), Debevoise may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that ▇▇▇▇▇▇ Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in in, such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including after the Company) and the Seller RepresentativeClosing, the Sellers, any Seller Owner Company or any of their respective its Subsidiaries) and Seller or its Affiliates, ▇▇▇▇▇▇ Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including after the Company) Closing, the Company or any of its Subsidiaries), and even though ▇▇▇▇▇▇ Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and Company or any of their respective Affiliates (including, as applicable, Affiliates. Buyer and the Company), Company further agree that, as to all communications between or among ▇▇▇▇▇▇Debevoise, the Sellers, the Seller Owners, the Seller Representative and/or the Company and any of its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall will not pass to or be claimed by the Buyer or the Company. AccordinglyBuyer, the Company shall not have access or any of its Subsidiaries. Buyer and the Company agree to any such communications or take, and to cause their respective Affiliates to take, all steps necessary to implement the files intent of ▇▇▇▇▇▇ relating to such engagement from this Section 8.11. Buyer and after the ClosingCompany further agree that Debevoise and each of its partners and employees are third-party beneficiaries of this Section 8.11.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Osler to act as their counsel to the Company and the Sellers in connection with the transactions contemplated hereby Transactions and that ▇▇▇▇▇▇ Osler has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Osler for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (bincluding, after the Closing, the Company), on the one hand, and any Seller or any of their Affiliates (including the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), on the other hand, Osler may represent such Seller or any such Affiliate (including the Shareholders’ Representative) The in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Osler may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby: hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ Osler has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including including, after the Closing, the Company) on the one hand and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliatesthe Shareholders’ Representative on the other hand, ▇▇▇▇▇▇ Osler may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including including, after the Closing, the Company) ), and even though ▇▇▇▇▇▇ Osler may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or for the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), . Buyer further agree agrees that, as to all communications between or among ▇▇▇▇▇▇Osler, the SellersCompany, the any Seller Owners, the Seller Representative and/or the Company Shareholders’ Representative that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Seller Shareholders’ Representative and may be controlled by such Seller and/or the Seller Shareholders’ Representative and shall not pass to or be claimed by the Buyer or the Company. AccordinglyNotwithstanding the foregoing, if a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company shall not have access may assert the attorney-client privilege to any such communications or to the files prevent disclosure of ▇▇▇▇▇▇ relating confidential communication by Osler to such engagement from third party. Buyer agrees to take, and after to cause its Affiliates to take, all steps necessary to implement the Closingintent of this Section 6.12. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Osler and its respective partners and employees are third-party beneficiaries of this Section 6.12.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) to act as their counsel in connection with the transactions contemplated hereby and that ▇"▇▇▇▇▇ has not acted ▇▇▇▇") to act as its counsel for any other Person in connection with this Agreement and the transactions contemplated hereby (the "Current Representation"), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and hereby agrees that after the Company hereby: (i) waiveClosing, on behalf of themselves and each ▇▇▇▇▇ ▇▇▇▇ may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a "Designated Person") in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection any representation described in this Section or (2) any confidentiality obligation with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing respect to any communication between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent ▇▇▇▇ and any such party in such dispute even though Designated Person occurring during the interest of any such party may be directly adverse Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, at or after the Buyer or any of its Affiliates (including the CompanyClosing) and even though ▇between ▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company ▇ and any Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the Seller Representative Sellers and may be controlled by the Seller Representative Sellers and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company any of its representatives and Buyer hereby agrees that it shall not have access seek to compel disclosure to Buyer or any of its Representatives of any such communications communication that is subject to attorney client privilege, or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingany other evidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have Skyview has retained ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP , P.C. (“▇▇▇▇▇▇SYCR”) to act as their its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ SYCR has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party Party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ SYCR for conflict of interest or any other purposes as a result thereof. (b) The Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree Acquiror hereby agrees that, in the event that a dispute arises after the Closing between the Buyer Acquiror or any of its Affiliates (including the Company) ), on the one hand, and the Seller Representative, any of the Sellers, any Seller Owner Sellers’ Agent or any of their respective AffiliatesAffiliates (each a “Seller Represented Party” and, ▇▇▇▇▇▇ collectively, the “Seller Represented Parties”) under or relating to this Agreement, any Transaction Agreement, any transaction contemplated hereby or thereby, and any related matter, such as claims or disputes arising hereunder and thereunder, including with respect to any indemnification claims (“Transaction Matters”), SYCR may represent any such party Seller Represented Party in such dispute dispute, even though the interest interests of any such party Seller Represented Party may be directly adverse to the Buyer Acquiror or any of its Affiliates (including the Company) ), and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or SYCR may be handling other ongoing matters for the Buyer or Acquiror and the Company. Acquiror hereby waives, on behalf of itself and each of its Affiliates (including the Company) any claim that it has or may have that SYCR has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations. (c) The parties heretoacknowledge and agree that (a) all communications between SYCR or any other legal counsel, for themselves on the one hand, and their respective Affiliates the Company or any of its representatives, on the other hand, and (includingb) privileged work product of SYCR or such other counsel generated in connection with representation of the Company, in each case of clauses (a) and (b), made or produced before the consummation of the Closing in connection with any Transaction Matter or any other matter, which immediately before the Closing would be deemed to be an attorney-client privileged communications and would not be subject to compelled disclosure to Acquiror as a result of such communication being an attorney-client privileged communication or otherwise privileged in nature (“Relevant Privileged Materials”), shall continue after the Closing to be attorney-client privileged communications of the Company with SYCR or any such other counsel or otherwise privileged in nature, as applicable, the Company)and, further agree thatin no event, as to all communications between shall any Seller Represented Party or among ▇▇▇▇▇▇, the Sellers, the any representative of a Seller Owners, the Seller Representative and/or the Company Represented Party take any action that relate in any way to the transactions contemplated by this Agreement, may waive or otherwise jeopardize the attorney-client privilege, the expectation of client confidence and all privilege or other rights to any evidentiary privilege belong attaching to the Seller Representative and may be controlled by the Seller Representative and Relevant Privileged Materials. (d) Acquiror shall not pass seek to admit into evidence any of the Relevant Privileged Materials in connection with any dispute concerning Transaction Matters, including in respect of any indemnification claims, between any Seller Represented Party, on the one hand, and Acquiror, on the other hand, by any process, including on the grounds that the attorney-client privilege or be claimed by the Buyer other privilege attaching to such Relevant Privileged Materials belongs to Acquiror or any of its Affiliates (including the Company). AccordinglyNotwithstanding the foregoing, and for the Company avoidance of doubt, (i) this Section 8.13(d) shall not have access be applicable with respect to any such communications or Relevant Privileged Materials to the files of ▇▇▇▇▇▇ relating extent the same does not concern or otherwise relate to such engagement from the Transaction Matters, and after the Closing.(ii) this Section 8.13(d) shall not limit any claim for fraud, intentional breach, intentional misrepresentation or willful misconduct by any Person. [SIGNATURE PAGE NEXT]

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Milbank to act as their counsel to the Company and the Sellers in connection with the transactions contemplated hereby Transactions and that ▇▇▇▇▇▇ Milbank has not acted as counsel for any other Person in connection with the transactions contemplated hereby Transactions and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Milbank for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that, in the event that a dispute arises subsequent to the Closing between Buyer or any of its Affiliates (bincluding, after the Closing, the Company), on the one hand, and any Seller or any of their Affiliates (including the Shareholders’ Representative, on their behalf and, prior to the Closing, the Company), on the other hand, Milbank may represent such Seller or any such Affiliate (including the Shareholders’ Representative) The in such dispute even though the interests of such Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company), and even though Milbank may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or for the Company, Buyer and the Company hereby: hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ Milbank has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including including, after the Closing, the Company) on the one hand and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliatesthe Shareholders’ Representative on the other hand, ▇▇▇▇▇▇ Milbank may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including including, after the Closing, the Company) ), and even though ▇▇▇▇▇▇ Milbank may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or for the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), . Buyer further agree agrees that, as to all communications between or among ▇▇▇▇▇▇Milbank, the SellersCompany, the any Seller Owners, the Seller Representative and/or the Company Shareholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller and/or the Seller Shareholders’ Representative and may be controlled by such Seller and/or the Seller Shareholders’ Representative and shall not pass to or be claimed by the Buyer or the Company. AccordinglyNotwithstanding the foregoing, if a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company shall not have access may assert the attorney-client privilege to any such communications or to the files prevent disclosure of ▇▇▇▇▇▇ relating confidential communication by Milbank to such engagement from third party. Buyer agrees to take, and after to cause its Affiliates to take, all steps necessary to implement the Closingintent of this Section 6.14. The Sellers, Buyer, the Company and the Shareholders’ Representative further agree that Milbank and its respective partners and employees are third-party beneficiaries of this Section 6.14.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have has retained D▇▇▇▇▇▇, ▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP (“D▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of D▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, D▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though D▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that D▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section or is otherwise prohibited from engaging in such representation; and (ii) agree thatany confidentiality obligation with respect to any communication between D▇▇▇▇ ▇▇▇▇ and any Designated Person occurring during the Current Representation. (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between D▇▇▇▇ ▇▇▇▇ and any Designated Person that directly relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a third party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written consent of the Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees or other representatives is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 14.15(c)), further (y) agree thatthat the Selling Entities may seek a protective order and (z) use, as at the Selling Entities’ sole cost and expense, commercially reasonable efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingassist therewith.

Conflicts; Privileges. Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (a) It is acknowledged by each of including Merger Sub and, after the parties hereto that Closing, the Surviving Corporation and the Company Subsidiaries) and the Seller Representative have retained Stockholders’ Representatives, any Equityholders or any of their Affiliates (including, prior to the Closing, the Company or any Company Subsidiary), ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) may represent the Stockholders’ Representatives, such Equityholder or any such Affiliate in such dispute (each, a “Specified Matter”) even though the interests of the Stockholders’ Representatives, such Equityholder or such Affiliate may be directly adverse to act as their counsel in connection with Parent or any of its Affiliates (including Merger Sub and, after the transactions contemplated hereby Closing, the Surviving Corporation or the Company Subsidiaries), and that even though ▇▇▇▇▇▇ has not acted as counsel may have represented the Company or a Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for any other Person in connection with Parent, the transactions contemplated hereby Company or a Company Subsidiary, and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The Buyer Parent and the Company hereby: (i) hereby waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and provided that (iii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, no ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer attorneys who are currently working or any of have worked on matters representing Parent or its Affiliates will represent either the Stockholders’ Representative or the Equityholders or their Affiliates in any Specified Matter, (including the Companyii) and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related will adhere, at all times, to such dispute, its ethical obligations and its obligation not to disclose confidential information of Parent or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates any other indemnitee (including, as applicablefollowing the Closing, of the Company or any of its Subsidiaries, but excluding any confidential information of the Company or any of its Subsidiaries existing at or prior to the Closing) (“Parent Confidential Information”) to the Stockholders’ Representatives or the Equityholders or any other person or entity, and to its obligation not to use Parent Confidential Information for the benefit of the Stockholders’ Representatives or the Equityholders or any other Person or entity, (iii) in connection with the representation of the Stockholders’ Representatives, the Company)Equityholders or their Affiliates in any Specified Matter, appropriate confidentiality walls will be implemented within ▇▇▇▇▇▇ to ensure that no Parent Confidential Information will be accessible to ▇▇▇▇▇▇ personnel representing the Stockholders’ Representatives, the Equityholders or their Affiliates, and (iv) in connection with the representation of the Stockholders’ Representatives, the Equityholders or their Affiliates in any Specified Matter, no ▇▇▇▇▇▇ attorney will take any action that could reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Parent or any other indemnitee. Parent further agree agrees that, as to all communications between or among ▇▇▇▇▇▇, the SellersCompany, the Seller OwnersCompany Subsidiaries, the Seller Representative and/or the Company Stockholders’ Representatives and any Equityholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Stockholders’ Representatives or such Equityholder, as applicable, and may be controlled by the Seller Representative Stockholders’ Representatives or such Equityholder, as applicable, and shall not pass to or be claimed by the Buyer or the Company. AccordinglyParent, the Company shall not have access or the Company Subsidiaries. Parent agrees to any such communications or take, and to cause their respective Affiliates to take, all steps necessary to implement the files intent of this Section 5.15. The Equityholders, the Stockholders’ Representatives and Parent further agree that ▇▇▇▇▇▇ relating to such engagement from and after the Closingits partners and employees are third party beneficiaries of this Section 5.15.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇”▇▇“) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation“), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and hereby agrees that after the Company hereby: (i) waiveClosing, on behalf of themselves and each ▇▇▇▇▇ ▇▇▇▇ may represent Sellers or any of their Affiliates or any of their respective shareholders, partners, members or representatives (any such Person, a “Designated Person“) in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any litigation, arbitration, dispute or mediation between or among Buyer or any of its Affiliates, and any Designated Person, even though the interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (1) any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection any representation described in this Section or (2) any confidentiality obligation with or is otherwise prohibited from engaging in such representation; and (ii) agree that, in the event that a dispute arises after the Closing respect to any communication between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent ▇▇▇▇ and any such party in such dispute even though Designated Person occurring during the interest of any such party may be directly adverse Current Representation. (b) Buyer hereby agrees that as to all communications (whether before, at or after the Buyer or any of its Affiliates (including the CompanyClosing) and even though ▇between ▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company ▇ and any Designated Person that relate in any way to the transactions contemplated by this AgreementCurrent Representation, the attorney-client privilege, the expectation of client confidence privilege and all other rights to any other evidentiary privilege privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct, the Current Representation belong to the Seller Representative Sellers and may be controlled by the Seller Representative Sellers and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company any of its representatives and Buyer hereby agrees that it shall not have access seek to compel disclosure to Buyer or any of its Representatives of any such communications communication that is subject to attorney client privilege, or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingany other evidentiary privilege.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative have retained Debevoise & ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇Debevoise”) to act as their counsel in connection with the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ has Buyer does not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has have the status of a client of ▇▇▇▇▇▇ Debevoise for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: hereby agree that, in the event that a dispute arises between Buyer or any of its Affiliates (iincluding after the Closing, the Company and any of its Subsidiaries) and Seller or any of its Affiliates (including, prior to the Closing, the Company or any of its Subsidiaries), Debevoise may represent Seller or any such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including after the Closing, the Company or any of its Subsidiaries), and even though Debevoise may have represented the Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any of its Affiliates or the Company or any of its Subsidiaries, and Buyer and the Company hereby waive, on behalf of themselves and each of their Affiliates, (i) any claim they have or may have that ▇▇▇▇▇▇ Debevoise has a conflict of interest in connection with with, or is otherwise prohibited from engaging in in, such representation; and , (ii) agree that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including after the Company) and the Seller RepresentativeClosing, the Sellers, any Seller Owner Company or any of their respective its Subsidiaries) and Seller or its Affiliates, ▇▇▇▇▇▇ Debevoise may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including after the Company) Closing, the Company or any of its Subsidiaries), and even though ▇▇▇▇▇▇ Debevoise may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer or the Company. (c) The parties hereto, for themselves and Company or any of their respective Affiliates (including, as applicable, Affiliates. Buyer and the Company), Company further agree that, as to all 46 communications between or among ▇▇▇▇▇▇Debevoise, the Sellers, the Seller Owners, the Seller Representative and/or the Company and any of its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall will not pass to or be claimed by the Buyer or the Company. AccordinglyBuyer, the Company shall not have access or any of its Subsidiaries. Buyer and the Company agree to any such communications or take, and to cause their respective Affiliates to take, all steps necessary to implement the files intent of ▇▇▇▇▇▇ relating to such engagement from and after the Closingthis Section 8.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇BakerHostetler”) to act as their its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ BakerHostetler has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party Party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ BakerHostetler for conflict of interest or any other purposes as a result thereof. (b) The Buyer Parent hereby agrees that, in the event that a dispute arises between Parent or any of its Affiliates (including, after the Effective Time, the Surviving Entity or any of its Subsidiaries) and any Company Member or any of its Affiliates (including, prior to the Effective Time, the Company hereby: or any of its Subsidiaries), BakerHostetler may represent the Company Member or any such Affiliate in such dispute, even though the interests of the Company Member or such Affiliate may be directly adverse to Parent or any of its Affiliates (iincluding, after the Effective Time, the Surviving Entity or any of its Subsidiaries), and even though BakerHostetler may have represented the Company or a Subsidiary in a manner substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Entity or any of its Subsidiaries. (c) waiveParent hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Effective Time, the Surviving Entity and its Subsidiaries): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ BakerHostetler has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing Effective Time between the Buyer Parent or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner Surviving Entity or any of their respective its Subsidiaries) and any Company Member or any of its Affiliates, ▇▇▇▇▇▇ BakerHostetler may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer Parent or any of its Affiliates (including the Company) Surviving Entity or any of its Subsidiaries), and even though ▇▇▇▇▇▇ BakerHostetler may have represented the Company or a Subsidiary of the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Buyer Surviving Entity or the Companyany of its Subsidiaries. (cd) The parties heretoParent, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Effective Time, the Company), Surviving Entity and its Subsidiaries) further agree agrees that, as to all communications between or among ▇▇▇▇▇▇BakerHostetler, the SellersCompany and its Subsidiaries made in connection with the negotiation, the Seller Ownerspreparation, the Seller Representative and/or the Company that relate execution, delivery and closing under, or any dispute arising in any way to connection with, this Agreement or the transactions contemplated by this AgreementAgreement (“Privileged Information”), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Company and may be controlled by the Seller Member Representative and shall not pass to or be claimed by Parent, the Buyer Surviving Entity or any of its Subsidiaries. (e) Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Member Representative shall be permitted to remove or redact from the Company, its Subsidiaries and their respective Affiliates any portion (and only such portion) of any email, document and other records containing Privileged Information. AccordinglyThe Member Representative agrees that any email, document and other record temporarily removed for analysis to determine the presence of Privileged Information pursuant to the first sentence of this Section 12.18(e) shall be returned to the Company shall or its Subsidiaries promptly following the completion of such review if it is determined by the Member Representative that such email, document or other record does not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closingcontain Privileged Information.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇RS”) to act as their its counsel in connection with the transactions contemplated negotiation and execution of this Agreement and the Transactions. RS may have represented and may currently represent certain of the other Parties (including the Participating Holders) in matters other than the negotiation and execution of this Agreement and the Transactions. In the course of such representation, RS may have come into possession of confidential information relating to one or more of such Parties. Each of the Parties acknowledges that RS is representing only the Company in the negotiation and execution of this Agreement and the Transactions. Pursuant to the Rules of Professional Conduct of the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed consent of all parties affected. Each of the Parties hereby waives any actual or potential conflict of interest which may arise as a result of RS’s representation of such Parties in other matters, RS’s possession of such confidential information and that ▇▇▇▇▇▇ has not acted as counsel for the engagement of RS by the Company (to the exclusion of any and all other Person Parties) in connection with the transactions contemplated hereby negotiation and that no other party to execution of this Agreement or Person and the Transactions. Each of the Parties represents that such Party has had the status opportunity to consult with independent counsel concerning the giving of a client of ▇▇▇▇▇▇ for conflict of interest or any other purposes as a result thereofthis waiver. (b) The Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the Buyer Purchaser or any of its Affiliates (including after the CompanyClosing, the Surviving Corporation) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse to the Buyer Participating Holder or any of its Affiliates (including including, prior to the Effective Time, the Company) ), that relates directly to the Transactions, RS may represent the Participating Holder or any such Affiliate in such dispute, even though the interests of the Participating Holder or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, the Surviving Corporation), and even though ▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or RS may be handling ongoing matters for Purchaser or any of its Affiliates; provided, however that, in connection with such representation, RS does not use confidential information regarding Purchaser or its Affiliates, breach any attorney-client privilege owed to Purchaser or its Affiliates or use any information of Purchaser or its Affiliates that is otherwise protected by the Buyer or the Company.attorney-client privilege between Purchaser or (c) The parties heretoPurchaser, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing, the Company), Surviving Corporation) further agree agrees that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or RS and the Company that relate in any way directly to the transactions contemplated by negotiation and execution of this AgreementAgreement and the Transactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Company and may be controlled by the Seller Stockholders’ Representative and shall not pass to or be claimed by the Buyer Purchaser or the CompanySurviving Corporation to the extent of any claims among them after the Closing. AccordinglyNotwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates (including the Surviving Corporation) and any Person who is not a Party or an Affiliate thereof after the Closing, then the Surviving Corporation may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications between RS and the Company prior to the Closing; provided, however, that the Surviving Corporation may not waive such privilege without the prior written consent of the Stockholders’ Representative. With respect to all communications that relate to matters other than the negotiation and execution of this Agreement and the Transactions, the Company shall not have access attorney-client privilege, expectation of client confidence, and all other rights to any such communications or evidentiary privilege shall pass to the files of ▇▇▇▇▇▇ Surviving Corporation. (d) Notwithstanding anything to the contrary in this Agreement, prior to the Closing, the Stockholders’ Representative shall be permitted to remove from the Company and its respective Affiliates any email, document and other records containing attorney-client privileged information relating to such engagement from the negotiation and execution of this Agreement and the Transactions where the attorney-client privileged information relating to the Transactions is held jointly between one or more of the Company, on the one hand, and any Participating Holder or any of its Affiliates, on the other hand (“Jointly Privileged Information”). From and after the Closing, Purchaser shall cause the Surviving Corporation and its Affiliates to provide the Stockholders’ Representative copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. The Stockholders’ Representative agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this clause (d) shall be returned to the Surviving Corporation promptly following the completion of such review if it is determined by the Stockholders’ Representative that such email, document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company CECity and the Seller Representative Shareholders have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“and ▇▇▇▇▇ ▇▇”) ▇▇▇ LLP to act as their its counsel in connection with the transactions contemplated hereby and that neither ▇▇▇▇ ▇▇▇▇▇ LLP nor ▇▇▇▇▇ ▇▇▇▇▇ LLP has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement Party or Person has the status of a client of ▇▇▇▇ ▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇ LLP for conflict of interest or any other purposes as a result thereof. (b) The . Buyer and the Company hereby: (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation; and (ii) agree hereby agrees that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including and CECity or the Company) and the Seller RepresentativeShareholders, the Sellers, any Seller Owner either or any both of their respective Affiliates, ▇▇▇▇ ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇ LLP may represent any such party CECity or the Shareholders in such dispute even though the interest interests of any such party CECity and the Shareholders may be directly adverse to the Buyer or any of its Affiliates (including the Company) Affiliates, and even though Buyer hereby waives, on behalf of themselves and each of its Affiliates, any conflict of interest in connection with such representation by ▇▇▇▇ ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, LLP or may be handling ongoing matters for the ▇▇▇▇▇ ▇▇▇▇▇ LLP. Buyer or the Company. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Company), further agree agrees that, as to all communications between communications, whether written or electronic, among one or more of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇ LLP, CECity (prior to the SellersClosing) and the Shareholders, the Seller Ownersand all files, the Seller Representative and/or the Company attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this AgreementAgreement and that predate the Closing, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to CECity and the Seller Representative Shareholders and may be controlled by CECity and the Seller Representative Shareholders and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after Business following the Closing. Buyer agrees to take, and to cause its respective Affiliates to take, all steps necessary to implement the intent of this Section 10.10.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Party that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇▇▇▇ O’Melveny & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇OMM”) to act as their counsel to Seller, the Company and the Company’s Subsidiaries in connection with the negotiation, execution and consummation of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ OMM has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party to this Agreement or Person has only Seller, the Company and the Company’s Subsidiaries have the status of a client clients of ▇▇▇▇▇▇ OMM for conflict of interest or any other purposes as a result thereof. (b) The Buyer and hereby agrees that, in the event that a dispute arises between Buyer or any of its Affiliates (including, after the Closing, the Company hereby: and its Subsidiaries) and Seller or any of Seller’s Affiliates (iincluding, prior to the Closing, the Company and its Subsidiaries), OMM may represent Seller or any such Affiliate in such dispute, even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), and even though OMM may have represented the Company or any of its Subsidiaries in a manner substantially related to such dispute, or may be handling ongoing matters for Buyer, the Company or any of its Subsidiaries. (c) waiveBuyer hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing, the Company and its Subsidiaries): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ OMM has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing between the Buyer or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner Company or any of their respective Affiliates, ▇▇▇▇▇▇ its Subsidiaries) and Seller or any Affiliate of Seller or OMM may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer or any of its Affiliates (including the Company) Company or any of its Subsidiaries), and even though ▇▇▇▇▇▇ OMM may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer, the Buyer Company or the Companyany of its Subsidiaries. (cd) The parties heretoBuyer, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing, the Company), Company and its Subsidiaries) further agree agrees that, as to all communications between or among ▇▇▇▇▇▇OMM, Seller, the Sellers, the Seller Owners, the Seller Representative and/or the Company and its Subsidiaries that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Company. AccordinglyBuyer, the Company shall not have access to or any such communications or of its Subsidiaries. (e) Notwithstanding any other provision in this Agreement, prior to the files Closing, Seller shall be permitted to remove from the Company, its Subsidiaries and their respective Affiliates any email, document and other records containing attorney-client privileged information where the attorney-client privilege is held jointly between one (1) or more of ▇▇▇▇▇▇ relating to such engagement from the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates, on the other hand (“Jointly Privileged Information”). From and after the Closing, Buyer shall cause the Company and its Affiliates to provide to Seller copies (including electronic, digital or otherwise) of any Jointly Privileged Information that is inadvertently not removed prior to the Closing. Seller agrees that any email, document and other record temporarily removed for analysis to determine the presence of Jointly Privileged Information pursuant to the first sentence of this Section 11.17(e) shall be returned to the Company or its Subsidiaries promptly following the completion of such review if it is determined by Seller that such email, document or other record does not contain Jointly Privileged Information.

Conflicts; Privileges. (a1) It is acknowledged by each of the parties hereto Parties that the Company and has retained the Seller Representative have retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”) Company's Counsel to act as their its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby by this Agreement and that ▇▇▇▇▇▇ Company's Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby by this Agreement and that no other party Party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ Company's Counsel for conflict of interest or any other purposes as a result thereof. (b2) The Buyer GABY hereby agrees that, in the event that a dispute arises between GABY or any of its Affiliates (including, after the Closing Time, the Company) and any Vendor or any of its Affiliates (including, prior to the Closing Time, the Company), the Company's Counsel may represent the Vendor or any such Affiliate in such dispute, even though the interests of the Vendor or such Affiliate may be directly adverse to GABY or any of its Affiliates (including, after the Closing Time, the Company), and even though the Company's Counsel may have represented the Company hereby: in a manner substantially related to such dispute, or may be handling ongoing matters for GABY or the Company. (i3) waiveGABY hereby waives, on behalf of themselves itself and each of their Affiliatesits Affiliates (including, after the Closing Time, the Company): (i) any claim they have that it has or may have that ▇▇▇▇▇▇ the Company's Counsel has a conflict of in interest in connection with or is otherwise prohibited from engaging in such representationrepresentations; and (ii) agree agrees that, in the event that a dispute arises after the Closing Time between the Buyer GABY or any of its Affiliates (including the Company) and the Seller Representative, the Sellers, any Seller Owner Vendor or any of their respective its Affiliates, ▇▇▇▇▇▇ the Company's Counsel may represent any such party in such dispute dispute, even though the interest of any such party may be directly adverse to the Buyer GABY or any of its Affiliates (including the Company) ), and even though ▇▇▇▇▇▇ the Company's Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Buyer GABY or the Company. (c4) The parties heretoGABY, for themselves on behalf of itself and their respective each of its Affiliates (including, as applicableafter the Closing Time, the Company), ) further agree agrees that, as to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or Company's Counsel and the Company that relate made in connection with the negotiation, preparation, execution, delivery and closing under, or any way to dispute arising in connection with, this Agreement or the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative Company and may be controlled by the Seller Vendors' Representative and shall not pass to or be claimed by the Buyer or the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after or the ClosingCompany.

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto Parties that the Company and the Seller Representative have has retained ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) to act as their its counsel in connection with this Agreement and the transactions contemplated hereby and that ▇▇▇▇▇▇ has not acted as counsel for any other Person in connection with (the transactions contemplated hereby “Current Representation”), and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇ ▇▇▇▇ for conflict of interest or any other purposes as a result thereof. . Buyer hereby agrees that after the Closing, ▇▇▇▇▇ ▇▇▇▇ may represent Seller or any of its Affiliates or any of their respective Representatives (bany such Person, a “Designated Person”) The in any matter involving or arising from the Current Representation, including any interpretation or application of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, and including for the avoidance of doubt any Proceeding between or among Buyer or any of its Affiliates, and any Designated Person, even though the Company hereby: interests of such Designated Person may be directly adverse to Buyer or any of its Affiliates, and even though ▇▇▇▇▇ ▇▇▇▇ may have represented Buyer in a substantially related matter, or may be representing Buyer in ongoing matters. Buyer hereby waives and agrees not to assert (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇ has a conflict of interest in connection with any representation described in this Section 13.15 or is otherwise prohibited from engaging in such representation; and (ii) agree thatany (b) Buyer hereby agrees that all communications (whether before, at or after the Closing) between ▇▇▇▇▇ ▇▇▇▇ and any Designated Person that relate in any way to the Current Representation that are attorney-client privileged (the “Deal Communications”) and all rights to any other evidentiary privilege, and the protections afforded to information relating to representation of a client under applicable rules of professional conduct that may apply to such Deal Communications, belong to Seller and may be controlled by Seller and will not pass to or be claimed by Buyer or any of its Representatives and ▇▇▇▇▇ hereby agrees that it will not seek to compel disclosure to Buyer or any of its Representatives of any such communication that is subject to attorney client privilege, or any other evidentiary privilege. (c) Notwithstanding the foregoing, in the event that a dispute arises after between Buyer, on the Closing between one hand, and a Third Party other than any Selling Entity, on the other hand, Buyer may assert the attorney-client privilege to prevent the disclosure of the Deal Communications to such Third Party; provided, however, that Buyer may not waive such privilege without the prior written consent of the applicable Selling Entities (which such consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates respective directors, officers, employees, or other Representatives is legally required by governmental Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall, to the extent legally permissible, (x) reasonably promptly notify the Selling Entities in writing (including the Company) and the Seller Representative, the Sellers, any Seller Owner or any of their respective Affiliates, ▇▇▇▇▇▇ may represent any such party in such dispute even though the interest of any such party may be directly adverse by making specific reference to the Buyer or any of its Affiliates (including the Company) and even though ▇▇▇▇▇▇ 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. (c) The parties hereto, for themselves and their respective Affiliates (including, as applicable, the Companythis Section 13.15(c)), further (y) agree thatthat the Selling Entities may seek a protective Order and (z) use, as at the Selling Entities’ sole cost and expense, reasonable best efforts to all communications between or among ▇▇▇▇▇▇, the Sellers, the Seller Owners, the Seller Representative and/or the Company that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Seller Representative and may be controlled by the Seller Representative and shall not pass to or be claimed by the Buyer or the Companyassist therewith. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing[Signature page follows.]

Conflicts; Privileges. (a) It is acknowledged by each of the parties hereto that the Company and the Seller Representative Sellers have retained ▇▇▇▇▇▇, ▇▇▇▇ White & ▇▇▇▇▇▇▇ Case LLP (“▇▇▇▇▇▇W&C”) to act as their counsel in connection with the transactions contemplated hereby and that ▇▇▇▇▇▇ W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of ▇▇▇▇▇▇ W&C for conflict of interest or any other purposes as a result thereof. . Purchaser hereby agrees that, following the Closing, if a dispute arises between Purchaser or any of its Affiliates (bincluding after the Closing, the Company) The Buyer and any Seller arising out of or relating to this Agreement, W&C may represent such Seller in such dispute even though the interests of such Seller may be directly adverse to Purchaser or any of its Affiliates (including after the Closing, the Company), and even though W&C may have, prior to the Closing, represented the Company in a matter substantially related to such dispute, or may be, following the Closing, handling unrelated ongoing matters for the Sellers, Purchaser, the Company or a Related Subsidiary or their respective Affiliates. Additionally, Purchaser and the Company hereby: hereby (i) waive, on behalf of themselves and each of their Affiliates, any claim they have or may have that ▇▇▇▇▇▇ that, as a result of such representation of the Sellers and their Affiliates, W&C has a conflict of interest in connection with with, or is otherwise prohibited from engaging in such representation; , and (ii) agree that, in the event that a dispute arises after the Closing between the Buyer Purchaser or any of its Affiliates (including after the Closing, the Company) and the Seller Representative, the SellersCompany, any Seller Owner Related Subsidiary, or any Seller arising out of their respective Affiliatesor relating to this Agreement, ▇▇▇▇▇▇ then W&C may represent any such party Seller in such dispute even though the interest of any such party may be directly adverse to the Buyer Purchaser or any of its Affiliates (including after the Closing, the Company) ), the Company and even though ▇▇▇▇▇▇ W&C may have have, prior to the Closing, represented the Company in a matter substantially related to such dispute, or may be handling unrelated ongoing matters for the Buyer Purchaser or the Company. (c) The parties hereto, for themselves and Company or their respective Affiliates (including, as applicable, the Company), Affiliates. Parent further agree agrees that, as to all communications between or among ▇▇▇▇▇▇W&C, on the Sellersone hand, the Seller Owners, the Seller Representative and/or and any of the Company that relate in or any way Seller, on the other hand, to the extent related to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to such Seller (other than, following the Seller Representative Closing, the Company) and may be controlled by such Seller (other than, following the Seller Representative Closing, the Company) and shall not pass to or be claimed by Purchaser or, following the Buyer or Closing, the Company. Accordingly, the Company shall not have access to any such communications or to the files of ▇▇▇▇▇▇ relating to such engagement from and after the Closing.