Common use of Conflicts; Privileges Clause in Contracts

Conflicts; Privileges. (a) It is acknowledged by each of the Parties that the Company has retained Blank Rome to act as its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that Blank Rome has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that no other Party to this Agreement has the status of a client of Blank Rome for conflict of interest or any other purposes as a result thereof. (b) Holdings and Parent each hereby agrees that, in the event that a dispute arises after the Effective Time between Holdings, Parent or any of their Affiliates (including, after the Effective Time, the Surviving Corporation) and any Company Equityholder or any of its Affiliates (including, prior to the Effective Time, the Company), Blank Rome may represent the Company Equityholder or any such Affiliate in such dispute, even though the interests of the Company Equityholder or such Affiliate may be directly adverse to Holdings, Parent or any of their Affiliates (including, after the Effective Time, the Surviving Corporation), and even though Blank Rome may have represented the Company in a matter substantially related to such dispute. (c) Holdings and Parent each (i) hereby waives, on behalf of itself and each of its Affiliates (including, after the Effective Time, the Surviving Corporation) any claim that it has or may have that Blank Rome has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations described in Section 12.18(b); and (ii) agrees that, in the event that a dispute arises after the Effective Time between Holdings, Parent or any of their Affiliates (including the Surviving Corporation) and any Company Equityholder or any of its Affiliates, Blank Rome may represent Company Equityholder or any such Affiliate in such dispute, even though the interest of Company Equityholder or any such Affiliate may be directly adverse to Holdings, Parent or any of their Affiliates (including the Surviving Corporation), and even though Blank Rome may have represented the Company in a matter substantially related to such dispute. (d) Each of Holdings and Parent, on behalf of itself and each of its Affiliates (including, after the Effective Time, the Surviving Corporation) further agrees that, as to all privileged communications among Blank Rome and the Company that relate in any way to the transactions contemplated by this Agreement arising prior to the Effective Time, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Company and may be controlled by the Equityholder Representative and shall not pass to or be claimed by Holdings, Parent or the Surviving Corporation.

Conflicts; Privileges. (a) It is acknowledged by each of the Parties hereto that the Company has retained Blank Rome S▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & R▇▇▇▇, P.C. (“SYCR”) and C▇▇▇▇▇ LLP (“Cooley”) to act as its counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement and that Blank Rome none of SYCR or Cooley has not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and that no other Party to this Agreement has the status of a client of Blank Rome SYCR or Cooley for conflict of interest or any other purposes as a result thereof. (b) Holdings and Parent each hereby agrees that, in the event that a dispute arises after the Effective Time between Holdings, Parent or any of their its Affiliates (including, after the Effective Time, the Surviving CorporationCorporation or any of its Subsidiaries) and any Company Equityholder Stockholder or any of its Affiliates (including, prior to the Effective Time, the CompanyCompany or any of its Subsidiaries), Blank Rome SYCR or Cooley may represent the Company Equityholder Stockholder or any such Affiliate in such dispute, even though the interests of the Company Equityholder Stockholder or such Affiliate may be directly adverse to Holdings, Parent or any of their its Affiliates (including, after the Effective Time, the Surviving CorporationCorporation or any of its Subsidiaries), and even though Blank Rome SYCR or Cooley may have represented the Company or a Subsidiary in a matter manner substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Corporation or any of its Subsidiaries. (c) Holdings and Parent each (i) hereby waives, on behalf of itself and each of its Affiliates (including, after the Effective Time, the Surviving CorporationCorporation and its Subsidiaries): (i) any claim that it has or may have that Blank Rome SYCR or Cooley has a conflict in interest in connection with or is otherwise prohibited from engaging in such representations described in Section 12.18(b)representations; and (ii) agrees that, in the event that a dispute arises after the Effective Time between Holdings, Parent or any of their its Affiliates (including the Surviving CorporationCorporation or any of its Subsidiaries) and any Company Equityholder Stockholder or any of its Affiliates, Blank Rome SYCR or Cooley may represent Company Equityholder or any such Affiliate party in such dispute, even though the interest of Company Equityholder or any such Affiliate party may be directly adverse to Holdings, Parent or any of their its Affiliates (including the Surviving CorporationCorporation or any of its Subsidiaries), and even though Blank Rome SYCR or Cooley 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 Surviving Corporation or any of its Subsidiaries. Table of Contents (d) Each of Holdings and Parent, on behalf of itself and each of its Affiliates (including, after the Effective Time, the Surviving CorporationCorporation and its Subsidiaries) further agrees that, as to all privileged communications among Blank Rome and SYCR, Cooley, the Company that relate and its Subsidiaries to the extent relating in any way to the transactions contemplated by this Agreement arising prior to the Effective TimeAgreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Company and may be controlled by the Equityholder Representative and shall not pass to or be claimed by HoldingsParent, Parent or the Surviving CorporationCorporation or any of its Subsidiaries.