Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Company has been represented by ▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after the Closing, ▇▇▇▇▇▇ LLP may represent the Securityholders’ Representative, the Company Securityholders or their affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated by this Agreement. The Company, Parent and Merger Sub hereby agree that Firm may represent the Seller Group in the future in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from legal counsel’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, and shall not pass to or be claimed or used by Parent or the Surviving Corporation.

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Acquired Companies and the Company has been represented by Holders are clients of ▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after ). After the Closing, ▇▇▇▇▇▇ LLP may it is possible that Firm will represent the Securityholders’ Representative, Company Holders and/or the Company Securityholders or their affiliates Stockholder Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Company Holders. The CompanyParent, Parent the Surviving Corporation, and Merger Sub the Acquired Companies hereby agree that Firm (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by and any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the Closing between Parent (and/or Company) and Stockholder Representative, even though the interests of Stockholder Representative may be directly adverse to Parent or the Acquired Companies, and even though the Firm may have represented the Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Companies. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representativeRepresentative, or affiliate Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The Each of Parent and Company hereby acknowledges, on behalf of itself and its Affiliates, that any attorney-client privilege, attorney work-product protection, protection and expectation of client confidence arising from legal counselattaching as a result of the Firm’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of Acquired Companies solely in connection with the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protectionprotection shall, shall after the Effective Time, belong to and be controlled solely by the Seller Group Stockholder Representative, on behalf of the Company Holders, and may only be waived only by Seller Groupthe Stockholder Representative, on behalf of the Company Holders. Following the Effective Time, Parent and Company agree that they will not request from the Firm, the Stockholder Representative or the Company Holders any of the communications between the Firm, on the one hand, and not Company and/or the CompanyCompany Holders, and shall not pass on the other hand, solely relating to or be claimed or used the transactions contemplated by this Agreement (the “Communications”), including, for the avoidance of doubt, with respect to any claim in connection with any claim by Parent or any other Indemnified Party under Article VIII; provided, however, that nothing contained herein shall prevent Parent from requesting any Communications in connection with document production requests or discovery in any proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the Surviving CorporationEffective Time, the Stockholder Representative and the Company Holders shall be permitted to use the Communications with respect to any claim in connection with the defense of any claim by Parent or any other Indemnified Party under Article VIII; provided that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the avoidance of doubt, nothing in this Section 10.13 or in this Agreement shall be deemed a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and neither the Stockholder Representative nor any Company Holder shall take any action, or cause the Firm to take any action, that would reasonably be expected to waive any such privilege or protection to any third party.

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Recognizing that the Company has been represented by ▇▇▇▇, ▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parenthas acted as legal counsel to certain Merger Participants, and Merger Sub agrees that after may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that ▇▇▇▇, ▇▇▇▇▇▇ LLP may represent intends to act as legal counsel to certain Merger Participants and/or the Securityholders’ RepresentativeSeller Representative after the Closing, Parent hereby waives and agrees to cause the Company Securityholders or their affiliates (individually and collectivelyGroup to waive, the “Seller Group”) any conflicts that may arise in connection with ▇▇▇▇, ▇▇▇▇▇ representing any Merger Participants after the transactions contemplated by this Agreement. The Company, Parent and Merger Sub hereby agree that Firm may represent the Seller Group Closing in the future in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreementhereby. Each Parent (on behalf of itself and, following the parties hereto consents theretoClosing, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from legal counsel’s representation of the Company Group) also further agrees that, as to all communications prior to the Effective Time relating Closing among Paul, Weiss, on the one hand, and any Merger Participant, the Company Group or any of their respective Affiliates or Representatives, on the other hand, that relate exclusively to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and all information the expectation of client confidence belongs to the applicable Merger Participant and documents covered by such privilege or protection, shall belong to and may be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, applicable Merger Participant and shall not pass to or be claimed or used by Parent or the Surviving CorporationCompany Group. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Company Group and a third party other than a Merger Participant or any of their Affiliates after the Closing, such Person may assert or waive the attorney-client privilege to prevent disclosure of confidential communications by ▇▇▇▇, ▇▇▇▇▇ to such third party; provided, however, that neither Parent nor the Company Group may waive such privilege without the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Company has been represented by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after the Closing, & ▇▇▇▇▇▇ ▇, LLP may represent the Securityholders’ Representative, (“MMM”) has acted as counsel for the Company Securityholders or their affiliates Group (individually prior to the Closing Date) and the Seller (collectively, the “Seller GroupCompany Parties”) in connection with this Agreement and the transactions contemplated hereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer or any of its Affiliates (including the Company Group, from and after the Closing Date). Only the Company Parties shall be considered clients of MMM in the Acquisition Engagement. If the Seller so desires, MMM shall be permitted, without the need for any future waiver or consent, to represent any of the Seller or the Seller Indemnified Parties from and after the Closing in connection with any matter related to the matters contemplated by this Agreement. The Company, Parent the Transaction Documents, the Excluded Documents any other agreements referenced herein or therein or any disagreement or dispute relating thereto and Merger Sub hereby agree that Firm may in connection therewith represent the Seller Group in the future in connection with issues that may arise under this Agreement agents or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion Affiliates of the Seller or the Seller Indemnified Parties, in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving the Company Group (from and after the Closing Date) or any directorof their agents or Affiliates (in such capacity). To the extent that communications between a Company Party, member, partner, officer, employee, representative, or affiliate of on the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto consents theretoone hand, and waives any conflict of interest arising therefromMMM, on the other hand, relate to the Acquisition Engagement and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of communications are protected by the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The attorney-client privilege, attorney work-product protection, privilege as between MMM and expectation of client confidence arising from legal counsel’s representation of the Company Parties, including the Company Group prior to the Effective Time relating and all attorney work product prepared in connection with the Acquisition Engagement (such communications, collectively, the “Attorney-Client Communications”), such Attorney-Client Communications shall be deemed to belong solely to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller Group and may be waived only by Seller GroupSeller, and not Buyer or the CompanyCompany Group (from and after the Closing Date). Buyer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company Group (from and after the Closing), upon and after the Closing: (a) the Seller, for and on behalf of the Seller Indemnified Parties, and MMM shall not pass be the sole holders of the attorney-client privilege and work product privilege with respect to the Acquisition Engagement, and none of Buyer nor any of its Affiliates, including the Company Group from and after the Closing Date, shall be a holder thereof; and (b) MMM shall have no duty whatsoever to reveal or be claimed disclose any Attorney- Client Communications to Buyer or used any of its Affiliates, including the Company Group from and after the Closing Date, by Parent reason of any attorney-client relationship between MMM and the Company Group or the Surviving Corporationotherwise. [Signature page follows.]

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Acquired Companies and the Company has been represented by Holders are clients of ▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after ). After the Closing, ▇▇▇▇▇▇ LLP may it is possible that Firm will represent the Securityholders’ Representative, Company Holders and/or the Company Securityholders or their affiliates Stockholder Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Company Holders. The CompanyParent, Parent the Surviving Corporation, and Merger Sub the Acquired Companies hereby agree that Firm (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by and any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the Closing between Parent (and/or Company) and Stockholder Representative, even though the interests of Stockholder Representative may be directly adverse to Parent or the Acquired Companies, and even though the Firm may have represented the Acquired Companies in a matter substantially related to such dispute or may be handling ongoing matters for the Acquired Companies. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representativeRepresentative, or affiliate Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, or the transactions contemplated by this Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The Each of Parent and Company hereby acknowledges, on behalf of itself and its Affiliates, that any attorney-client privilege, attorney work-product protection, protection and expectation of client confidence arising from legal counselattaching as a result of the Firm’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of Acquired Companies solely in connection with the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protectionprotection shall, shall after the Effective Time, belong to and be controlled solely by the Seller Group Stockholder Representative, on behalf of the Company Holders, and may only be waived only by Seller Groupthe Stockholder Representative, on behalf of the Company Holders. Following the Effective Time, Parent -70- and Company agree that they will not request from the Firm, the Stockholder Representative or the Company Holders any of the communications between the Firm, on the one hand, and not Company and/or the CompanyCompany Holders, and shall not pass on the other hand, solely relating to or be claimed or used the transactions contemplated by this Agreement (the “Communications”), including, for the avoidance of doubt, with respect to any claim in connection with any claim by Parent or any other Indemnified Party under Article VIII; provided, however, that nothing contained herein shall prevent Parent from requesting any Communications in connection with document production requests or discovery in any proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the Surviving Corporation.Effective Time, the Stockholder Representative and the Company Holders shall be permitted to use the Communications with respect to any claim in connection with the defense of any claim by Parent or any other Indemnified Party under Article VIII; provided that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the avoidance of doubt, nothing in this Section 10.13 or in this Agreement shall be deemed a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and neither the Stockholder Representative nor any Company Holder shall take any action, or cause the Firm to take any action, that would reasonably be expected to waive any such privilege or protection to any third party. [remainder of page intentionally left blank]

Waiver of Conflicts Regarding Representation. (a) Notwithstanding that the Company has been represented by ▇▇▇Ropes & G▇▇▇ LLP (the “FirmRopes”) in has acted as counsel for the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after Company (prior to the Closing, ▇▇▇▇▇▇ LLP may represent ) and the Securityholders’ Representative, the Company Securityholders or their affiliates Seller (individually and collectively, the “Seller GroupCompany Parties” and each a “Company Party”) in connection with this Agreement and the transactions contemplated by this Agreementhereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Purchaser or any of its Affiliates (including the Company after the Closing). The Company, Parent and Merger Sub hereby agree that Firm may represent Only the Company Parties shall be considered clients of Ropes in the Acquisition Engagement. If the Seller Group in so desires, Ropes shall be permitted, without the need for any future in connection with issues that may arise under this Agreement waiver or otherwise in connection with consent, to represent Seller after the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, Closing in connection with any litigation, claim or obligation arising out of or relating matter related to the matters contemplated by this Agreement or any disagreement or dispute relating thereto and may in connection therewith represent the transactions contemplated by this Agreement. Each agents or Affiliates of the parties hereto consents theretoSeller, and waives in any conflict of interest arising therefrom, and each such party shall cause any affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntaryforegoing cases including, that it has been carefully consideredwithout limitation, and that in any dispute, litigation or other adversary proceeding against, with or involving Purchaser, the parties have consulted with counsel Company after the Closing or have been advised they should do so in this connectionany of their agents or Affiliates. (b) The To the extent that communications between a Company Party, on the one hand, and Ropes, on the other hand, relate to the Acquisition Engagement, and constituted privileged communications as of immediately prior to Closing, such communication shall be deemed to be attorney-client privilegeconfidences that belong solely to the Seller. Except in the event that a dispute arises between Purchaser and the Company after the Closing or their Affiliates, attorney work-product protectionon the one hand, and expectation a third party other than Seller, on the other hand, neither Purchaser nor any of its Affiliates, including the Company after the Closing, shall have access to (and Purchaser hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any such communications or the files or work product of Ropes, to the extent that they relate to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees, for itself and on behalf of its Affiliates, including the Company after the Closing, upon and after the Closing: (i) the Seller and Ropes shall be the sole holders of the attorney-client confidence arising from legal counsel’s representation privilege of the Company prior Parties with respect to the Effective Time relating Acquisition Engagement, and neither Purchaser nor any of its Affiliates, including the Company after the Closing, shall be a holder thereof; (ii) to the negotiation, documentation and consummation extent that files or work product of Ropes in respect of the transactions Acquisition Engagement constitute property of the client, only the Seller shall hold such property rights of any Company Parties and have the right to waive or modify such property rights; and (iii) Ropes shall have no duty whatsoever to reveal or disclose any such attorney-client communications, files or work product to Purchaser or any of its Affiliates, including the Company after the Closing, by reason of any attorney-client relationship between Ropes and the Company or otherwise; provided, that, to the extent any communication is both related and unrelated to the Acquisition Engagement, Ropes shall provide (and the Seller shall instruct Ropes to provide) appropriately redacted versions of such communications, files or work product to Purchaser or its Affiliates, including the Company after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between any of Purchaser or the Company after the Closing or their Affiliates, on one hand, and the Seller, on the other hand, concerning the matters contemplated by in this Agreement, Purchaser, for itself and all information on behalf of its Affiliates and documents covered by such privilege or protectionthe Company after the Closing and its Affiliates, shall belong to agrees that Purchaser, the Company after the Closing and be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, and their Affiliates shall not pass offer into evidence or otherwise attempt to use or be claimed assert the foregoing attorney-client communications, files or used by Parent or work product against the Surviving CorporationSeller.

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Recognizing that the Company has been represented by P▇▇▇, W▇▇▇▇ LLP (has acted as legal counsel to the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, ParentBlocker Seller, and Merger Sub agrees may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that P▇▇▇, W▇▇▇▇ intends to act as legal counsel to the Blocker Seller after the Closing, Buyer hereby waives and agrees to cause the Company Group to waive, any conflicts that may arise in connection with P▇▇▇, W▇▇▇▇ LLP may represent representing the Securityholders’ RepresentativeBlocker Seller after the Closing, the Company Securityholders or their affiliates (individually and collectively, the “Seller Group”) in connection with the transactions contemplated by this Agreement. The Company, Parent and Merger Sub hereby agree that Firm may represent the Seller Group in the future in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by this Agreement. The Firm may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or affiliate of the Seller Group, in connection with including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreementhereby. Each Buyer (on behalf of itself and, following the parties hereto consents theretoClosing, and waives any conflict of interest arising therefromthe Company Group) also further agrees that, and each such party shall cause any affiliate thereof as to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The all communications involving attorney-client privilegeconfidences among Paul, attorney work-product protectionWeiss, on the one hand, and expectation of client confidence arising from legal counsel’s representation of the Blocker Seller, the Company prior Group or any of their respective Affiliates or Representatives, on the other hand, that relate in any way to the Effective Time relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and all information the expectation of client confidence belongs to the Blocker Seller and documents covered by such privilege or protection, shall belong to and may be controlled by the Blocker Seller Group and may be waived only by Seller Group, and not the Company, and shall not pass to or be claimed or used by Parent Buyer or the Surviving CorporationCompany Group. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Blocker Seller or the Company Group and a third party other than the Blocker Seller or any of their Affiliates after the Closing, such Person may assert or waive the attorney-client privilege to prevent disclosure of confidential communications by P▇▇▇, W▇▇▇▇ to such third party; provided, however, that neither Buyer nor the Company Group may waive such privilege with respect to the Blocker Seller without the prior written consent of the Blocker Seller.

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Each of the parties hereto acknowledges and agrees that the Company has been represented by and the Selling Stockholders have retained O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP and M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP (the collectively, “FirmFirms”) to act as their counsel in connection with the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after Transactions. After the Closing, ▇▇▇▇▇▇ LLP may it is possible that Firms will represent the Securityholders’ Representative, Selling Stockholders and/or the Company Securityholders or their affiliates Sellers Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions Transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Selling Stockholders. The CompanyParent, Parent the Surviving Corporation, and Merger Sub the Company hereby agree that Firm Firms (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement and any claims that may be made hereunder, including a dispute that arises after the Closing between Parent (and/or Company) and the Sellers Representative. Firms (or otherwise in connection with the transactions contemplated by this Agreement. The Firm any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representativeRepresentative, or affiliate Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement Agreement, or the transactions contemplated by this AgreementTransactions. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from legal counsel’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, and shall not pass to or be claimed or used by Parent or the Surviving Corporation.

Waiver of Conflicts Regarding Representation. (a) Notwithstanding Each Party acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees, and Affiliates that the Company has been represented by ▇and the Pre-Closing Holders are clients of C▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement, each of the Company, Parent, and Merger Sub agrees that after ). After the Closing, ▇▇▇▇▇▇ LLP may it is possible that Firm will represent the Securityholders’ Representative, Pre-Closing Holders and/or the Company Securityholders or their affiliates Holder Representative (individually and collectively, the “Seller Group”) solely in connection with the transactions contemplated by this Agreement, including, for the avoidance of doubt, with respect to any claim for indemnification against the Pre-Closing Holders. The CompanyAcquiror, Parent the Surviving Corporation and Merger Sub the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future solely in connection with issues that may arise under this Agreement or otherwise in connection with the transactions contemplated by and any claims that may be made thereunder pursuant to this Agreement, including a dispute that arises after the Closing between Acquiror (and/or the Company) and the Holder Representative, even though the interests of Holder Representative may be directly adverse to Acquiror or the Company, and even though the Firm may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company. The Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, representative or affiliate Affiliate of the Seller Group, solely in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto party consents thereto, and waives any conflict of interest arising therefrom, and each such party Party shall cause any affiliate Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. (b) The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from legal counsel’s representation of the Company prior to the Effective Time relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Seller Group and may be waived only by Seller Group, and not the Company, and shall not pass to or be claimed or used by Parent or the Surviving Corporation.