Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. (a) The Parties agree that, notwithstanding any current or prior representation of (1) the Company (which, for the avoidance of doubt, excludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, or any and all of their respective predecessors and successors, (2) officers or directors of the Company as of immediately prior to the Effective Time, (3) former Common Stock Directors of the Company, (4) the ▇▇▇▇▇▇ Group or (5) any Covered Person (collectively, the “Represented Persons”, which, for the avoidance of doubt, excludes ▇▇▇▇▇▇) or any of their respective Affiliates by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden, each of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden will be allowed to represent any of the Represented Persons or any of their respective Affiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting Agreement), (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) the Split-Off (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (i) agree that ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden from representing) any of the Represented Persons or such Affiliates in connection with a Post-Closing Representation and (ii) waive any claim they have or may have that ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden may have represented the Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Represented Persons or such Affiliates. (b) Parent acknowledges and agrees, on behalf of itself and its Affiliates, that (i) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.20, be excluded from the assets possessed by the Company and its Subsidiaries at and after the Effective Time and shall be controlled and solely owned by Qurate on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter, and shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.5 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective Representatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.20(c) below. (c) To the extent access to (x) some of the Protected Information (other than Privileged Information) described in clause (x), (y) or (z) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (y) some of the Protected Information described in clause (x), (y) or (z) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (i) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (ii) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (i) and (ii), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and (b)) or (iii) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each of clause (i), (ii) or (iii) a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Qurate (who, as described in Section 5.20(b) shall, subject to the terms of this Section 5.20, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter) access solely to such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (i) or (iii) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and does not), and agrees to use reasonable best efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (i) or (iii) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (ii) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.20(c), Parent and Qurate shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.20 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.20(c) and without any breach of this Agreement or any confidentiality agreement. Further, nothing contained in this Section 5.20 is intended to, and this Section 5.20 shall not in any respect, limit or expand the rights and obligations of the parties pursuant to Section 5.3 hereof or the terms of the Tax Sharing Agreement, the Reorganization Agreement or Section 3(a)(v) or Section 6 of the Qurate Side Letter. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the parties set forth in this Section 5.20) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the right to access or use pursuant to Section 5.20(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other rights or protections specified herein. (f) This Section 5.20 will be irrevocable, and no term of this Section 5.20 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of Qurate, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.20 as to which no such consent is obtained shall be null and void. This Section 5.20 is for the benefit of the applicable Represented Persons and their respective Affiliates, each of which is an intended third-party beneficiary of this Section 5.20 and will be entitled to enforce this Section 5.20 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the ▇▇▇▇▇▇ Group shall include The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust A (also known as The ▇▇▇▇▇ ▇. ▇▇▇▇ Trust A) and The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust A.

Waiver of Conflicts Regarding Representation. (a) The Parties agree that, notwithstanding any current or prior representation of (1i) the Company (which, for the avoidance of doubt, excludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, or any and all of their respective predecessors and successors, (2ii) officers or directors of the Company or any of its Subsidiaries as of immediately prior to the Effective Time, (3iii) former Common Stock Directors members of the CompanyCompany Board, (4iv) the ▇▇▇▇▇▇ Group Group, (v) the ▇▇▇▇▇▇ Group, (vi) Liberty Media or (5vii) any Covered Person (collectively, the “Represented Persons”, which, for the avoidance of doubt, excludes ▇▇▇▇▇▇) or any of their respective Affiliates by O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden▇▇▇▇▇▇▇, each of O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden will be allowed to represent any of the Represented Persons or any of their respective Affiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting Agreement), ) or (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) the Split-Off GCI Divestiture (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (iA) agree that O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden from representing) any of the Represented Persons or such Affiliates in connection with a Post-Closing Representation and (iiB) waive any claim they have or may have that O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden ▇▇▇▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden may have represented the Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Represented Persons or such Affiliates. (b) Parent acknowledges and agrees, on behalf of itself and its Affiliates, that (i) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.205.27, be excluded from the assets possessed by the Company and its Subsidiaries at and after the Effective Time and shall be controlled and solely owned by Qurate Liberty Media on behalf of all Represented Persons for all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter, and shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.5 5.8 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective Representatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.20(c5.27(c) below. (c) To the extent access to (xi) some of the Protected Information (other than Privileged Information) described in clause (xi), (yii) or (ziii) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (yii) some of the Protected Information described in clause (xi), (yii) or (ziii) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (iA) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (iiB) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (iA) and (iiB), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and (bSection 5.11(b)) or (iiiC) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each of clause (iA), (iiB) or (iii) C), a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Qurate Liberty Media (who, as described in Section 5.20(b5.27(b) shall, subject to the terms of this Section 5.205.27, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter) access solely to such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (iA) or (iiiC) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and does not), and agrees to use reasonable best efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (iA) or (iiiC) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (iiB) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.20(c5.27(c), Parent and Qurate Liberty Media shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.20(c5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.20(c5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of O’Melveny, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.20 5.27 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.20(c5.27(c) and without any breach of this Agreement or any confidentiality agreementAgreement. Further, nothing contained in this Section 5.20 5.27 is intended to, and this Section 5.20 5.27 shall not in any respect, limit or expand the rights and obligations of the parties Parties pursuant to Section 5.3 hereof or the terms of the Tax Sharing Agreement, the Reorganization Agreement or Section 3(a)(v) or Section 6 of the Qurate Side Letter5.4 hereof. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the parties Parties set forth in this Section 5.205.27) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the right to access or use pursuant to Section 5.20(c5.27(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other rights or protections specified herein. (f) This Section 5.20 5.27 will be irrevocable, and no term of this Section 5.20 5.27 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of QurateLiberty Media, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.20 5.27 as to which no such consent is obtained shall be null and void. This Section 5.20 5.27 is for the benefit of the applicable Represented Persons Persons, Liberty Media and their respective Affiliates, each of which is an intended third-party beneficiary of this Section 5.20 5.27 and will be entitled to enforce this Section 5.20 5.27 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the ▇▇▇▇▇▇ Group shall include The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust A (also known as The ▇▇▇▇▇ ▇. ▇▇▇▇ Trust A) and The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust A.

Waiver of Conflicts Regarding Representation. (a) The Parties agree that, notwithstanding any current or prior representation of (1) the Company (which, for the avoidance of doubt, excludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, or any and all of their respective predecessors and successors, or (2) officers any current or directors former general or limited partners, members, investors, stockholders, managers, officers, directors, employees, agents, assignees or Representatives of any of the Company as Persons set forth in clause (1), in each case or any of immediately prior to the Effective Time, (3) former Common Stock Directors of the Company, (4) the ▇▇▇▇▇▇ Group or (5) any Covered Person their respective Affiliates (collectively, the “Represented Persons”, which, for the avoidance of doubt, excludes ) by K▇▇▇▇▇▇) or any of their respective Affiliates by ▇▇ & E▇▇▇▇ ▇▇▇▇▇, ▇or M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, each of K▇▇▇▇▇▇▇ or Skadden, each of ▇& E▇▇▇▇ ▇▇▇▇▇, ▇and M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden will be allowed to represent any of the Represented Persons or any of their respective Affiliates affiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting AgreementPre-Closing Reorganization), (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) Bobcat or the Split-Off Bobcat Transaction (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (i) agree that each of K▇▇▇▇▇▇▇ & E▇▇▇▇▇, ▇▇ and M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent K▇▇▇▇▇▇▇ ▇& E▇▇▇▇, ▇M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden any such other legal representative from representing) any of the Represented Persons or such Affiliates affiliates in connection with a Post-Closing Representation and (ii) waive any claim they have or may have that K▇▇▇▇▇▇▇ & E▇▇▇▇▇, ▇▇ or M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates affiliates may be directly adverse to Parent or its Affiliates and even though K▇▇▇▇▇▇▇ & E▇▇▇▇▇, ▇▇ or M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden may have represented the Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Represented Persons or such Affiliatesaffiliates. (b) Parent acknowledges and agrees, on behalf of itself and its Affiliates, that (i) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.20‎Section 6.6, be excluded from the assets possessed by the Company and its Subsidiaries at and after the Effective Time and shall be controlled and solely owned by Qurate Company Parent on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side LetterPersons, and shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.5 above, neither the Company Parent nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective Representatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.20(c) below. (c) To the extent access to (x) some of the Protected Information (other than Privileged Information) described in clause (x), (y) or (z) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (y) some of the Protected Information described in clause (x), (y) or (z) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (i) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (ii) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (i) and (ii), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and (b)) or (iii) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each of clause (i), (ii) or (iii) a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Qurate (who, as described in Section 5.20(b) shall, subject to the terms of this Section 5.20, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.20 and Section 1 of the Qurate Side Letter) access solely to such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (i) or (iii) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and does not), and agrees to use reasonable best efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (i) or (iii) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (ii) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.20(c), Parent and Qurate shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.20(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of K▇▇▇▇▇▇▇ ▇& E▇▇▇▇, ▇M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than legal representative referred to in the files of such law firms (even if also in the files of such law firms))this ‎Section 6.6. (ed) This Section 5.20 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.20(c) and without any breach of this Agreement or any confidentiality agreement. Further, nothing contained in this Section 5.20 is intended to, and this Section 5.20 shall not in any respect, limit or expand the rights and obligations of the parties pursuant to Section 5.3 hereof or the terms of the Tax Sharing Agreement, the Reorganization Agreement or Section 3(a)(v) or Section 6 of the Qurate Side Letter. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the parties set forth in this Section 5.20) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the right to access or use pursuant to Section 5.20(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other rights or protections specified herein. (f) This Section 5.20 ‎Section 6.6 will be irrevocable, and no term of this Section 5.20 ‎Section 6.6 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of QurateCompany Parent, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.20 ‎Section 6.6 as to which no such consent is obtained shall be null and void. This Section 5.20 ‎Section 6.6 is for the benefit of the applicable Represented Persons and their respective Affiliatesaffiliates, each of which is an intended third-party beneficiary of this Section 5.20 ‎Section 6.6 and will be entitled to enforce this Section 5.20 ‎Section 6.6 against the Parties hereto in such capacity. (ge) For all purposes the avoidance of this Section 5.20 and Section 1 of the Qurate Side Letterdoubt, (i) references to Affiliates of Parent shall include the Surviving Corporation Company following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the ▇▇▇▇▇▇ Group shall include The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust A (also known as The ▇▇▇▇▇ ▇. ▇▇▇▇ Trust A) and The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust A..

Waiver of Conflicts Regarding Representation. (a) The Parties agree that, notwithstanding any current or prior representation of (1i) the Company (which, for the avoidance of doubt, excludes the Surviving Corporation and the Surviving Company) or any of its Subsidiaries, or any and all of their respective predecessors and successors, (2ii) officers or directors of the Company or any of its Subsidiaries as of immediately prior to the Effective Time, (3iii) former Common Stock Directors members of the CompanyCompany Board, (4iv) the ▇M▇▇▇▇▇ Group Group, (v) the M▇▇▇▇▇ Group, (vi) Liberty Media or (5vii) any Covered Person (collectively, the “Represented Persons”, which, for the avoidance of doubt, excludes ▇▇▇▇▇▇) or any of their respective Affiliates by O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden, each of S▇▇▇▇▇ ▇▇▇▇▇, each of O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden will be allowed to represent any of the Represented Persons or any of their respective Affiliates in any matters or disputes that, directly or indirectly, arise out of or relate to (x) the Transaction Documents or any of the transactions and matters contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement and the Voting Agreement), ) or (y) any other of the Collective Agreements or the transactions and matters contemplated thereby, or (z) the Split-Off GCI Divestiture (any such matter or dispute, a “Post-Closing Representation”). Parent does hereby, and agrees to cause its controlled Affiliates (and agrees to use its reasonable best efforts to cause its other Affiliates) to, (iA) agree that O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Skadden may each represent (and none of Parent or any of its Affiliates or Representatives will seek to disqualify or otherwise prevent O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden from representing) any of the Represented Persons or such Affiliates in connection with a Post-Closing Representation and (iiB) waive any claim they have or may have that O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden S▇▇▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in a Post-Closing Representation, even if, in any case, the interests of the Represented Persons or such Affiliates may be directly adverse to Parent or its Affiliates and even though O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden may have represented the Represented Persons or such Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for any of the Represented Persons or such Affiliates. (b) Parent acknowledges and agrees, on behalf of itself and its Affiliates, that (i) all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) shall, subject to the terms of this Section 5.205.27, be excluded from the assets possessed by the Company and its Subsidiaries at and after the Effective Time and shall be controlled and solely owned by Qurate Liberty Media on behalf of all Represented Persons for all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter, and shall not pass to or be claimed by the Surviving Company, Surviving Corporation, Parent or its Affiliates, and (ii) notwithstanding Section 5.5 5.8 above, neither the Company nor any of its Affiliates or Representatives shall be obligated to provide Parent or any of its Affiliates, or any of their respective Representatives, with access to any Protected Information or any Privileged Information, in each case, other than as provided in Section 5.20(c5.27(c) below. (c) To the extent access to (xi) some of the Protected Information (other than Privileged Information) described in clause (xi), (yii) or (ziii) of the definition thereof is reasonably necessary (upon the advice of Parent’s external legal counsel acting reasonably) or (yii) some of the Protected Information described in clause (xi), (yii) or (ziii) of the definition thereof that constitutes Privileged Information is reasonably necessary, in either case, for or in furtherance of Parent’s or its applicable Affiliates’ (iA) defense against (or prosecution of) any Action brought by or against (as applicable) any third Person (which for the avoidance of doubt shall exclude the Represented Persons and their Affiliates), (iiB) only as to Protected Information that is not Privileged Information, defense against (which may include bringing counterclaims) any Action brought by any Represented Persons or any of their Affiliates (for the avoidance of doubt, in the case of clauses (iA) and (iiB), including in connection with Parent’s or its Subsidiaries’ obligations under Section 5.11(a) and (bSection 5.11(b)) or (iiiC) compliance with reporting, filing or other legal or regulatory requirements imposed on Parent or such Affiliates by a Governmental Authority having jurisdiction over Parent or such Affiliates with respect to such matters, including for the avoidance of doubt through a discovery process in which the applicable Governmental Authority requires production of such Protected Information (each of clause (iA), (iiB) or (iii) C), a “Permitted Parent Access Circumstance”), Parent or such Affiliates, as applicable, shall be permitted by Qurate Liberty Media (who, as described in Section 5.20(b5.27(b) shall, subject to the terms of this Section 5.205.27, have sole ownership and control of all Protected Information and all Privileged Information (and, in each case, all rights and privileges related thereto) on behalf of all Represented Persons for all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter) access solely to such reasonably necessary portion of the Protected Information (“Necessary Information”); provided, that, with respect to any such Necessary Information that also constitutes Privileged Information, (1) with respect to any Permitted Parent Access Circumstance described in clause (iA) or (iiiC) above, such Privileged Information will only be made available to Parent or its applicable Affiliates if Parent agrees not to (and does not), and agrees to use reasonable best efforts to cause its Affiliates and Representatives not to (and they do not), disclose or use, or allow to be disclosed or used, any such Privileged Information for any purpose, whatsoever, other than the applicable Permitted Parent Access Circumstance described in clause (iA) or (iiiC) above, and (2) under no circumstances will access to such Privileged Information be deemed reasonably necessary in connection with a Permitted Parent Access Circumstance described in clause (iiB) above. To the extent any Privileged Information may be accessed pursuant to this Section 5.20(c5.27(c), Parent and Qurate Liberty Media shall use reasonable best efforts and cooperate with each other to enter into customary and reasonable joint defense, confidentiality, or similar arrangements that, to the extent reasonably practicable, will preserve and protect the privileged nature of such Privileged Information from being waived or impaired. (d) For the avoidance of doubt, except as expressly provided in Section 5.20(c5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Protected Information or any Privileged Information, wherever maintained. Further, notwithstanding Section 5.20(c5.27(c), none of Parent, the Surviving Corporation, the Surviving Company or their respective Affiliates will have any rights or access to any Privileged Information in the files of O’Melveny, B▇▇▇▇ B▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or Skadden (for clarity, this sentence does not impact any rights or access to any such Privileged Information other than in the files of such law firms (even if also in the files of such law firms)). (e) This Section 5.20 5.27 shall not apply to any information properly obtained by Parent or its Affiliates or their respective Representatives other than pursuant to Section 5.20(c5.27(c) and without any breach of this Agreement or any confidentiality agreementAgreement. Further, nothing contained in this Section 5.20 5.27 is intended to, and this Section 5.20 5.27 shall not in any respect, limit or expand the rights and obligations of the parties Parties pursuant to Section 5.3 hereof or the terms of the Tax Sharing Agreement, the Reorganization Agreement or Section 3(a)(v) or Section 6 of the Qurate Side Letter5.4 hereof. For the avoidance of doubt, to the extent a Governmental Authority with jurisdiction over a relevant proceeding determines (notwithstanding the express intent of the parties Parties set forth in this Section 5.205.27) to grant access to, or use of, any Protected Information (including Privileged Information) to which Parent or its applicable Affiliates would not otherwise have the right to access or use pursuant to Section 5.20(c5.27(c), such access or use will be limited to that which has been mandated or determined by such Governmental Authority and will not serve as a basis to restrict or limit any other rights or protections specified herein. (f) This Section 5.20 5.27 will be irrevocable, and no term of this Section 5.20 5.27 may be amended, waived or modified in respect of any Protected Information or any Privileged Information without the prior written consent of QurateLiberty Media, on behalf of the Represented Persons. Any such amendment, waiver or modification of this Section 5.20 5.27 as to which no such consent is obtained shall be null and void. This Section 5.20 5.27 is for the benefit of the applicable Represented Persons Persons, Liberty Media and their respective Affiliates, each of which is an intended third-party beneficiary of this Section 5.20 5.27 and will be entitled to enforce this Section 5.20 5.27 against the Parties hereto in such capacity. (g) For all purposes of this Section 5.20 5.27 and Section 1 of the Qurate Liberty Media Side Letter, (i) references to Affiliates of Parent shall include the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time, and (ii) references to Affiliates of the ▇M▇▇▇▇▇ Group shall include The ▇T▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust A (also known as The ▇T▇▇▇▇ ▇. ▇▇▇▇ Trust A) and The ▇E▇▇▇ ▇. ▇▇▇▇▇▇ Trust A.