Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP (“MMM”) has acted as counsel for the Company Group and the Representative (collectively, the “Company Parties”) in connection with this Agreement and the Transactions (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer, Merger Sub or any of their Affiliates (including the Surviving Corporation). Only the Company Parties shall be considered in connection with the Transactions clients of MMM in the Acquisition Engagement. If the Representative so desires, MMM shall be permitted, without the need for any future waiver or consent, to represent any of the Representative or the Company Securityholders from and after the Closing in connection with any matter related to the matters contemplated by the Transaction Documents and any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Representative or, the Company Securityholders, in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving the Surviving Corporation or any of their agents or Affiliates (in such capacity). To the extent that communications between a Company Party, on the one hand, and MMM, on the other hand, relate to the Acquisition Engagement and such communications are protected by the attorney-client privilege as between MMM and the Company Parties, including the Company Group prior to the Effective Time 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 Representative, for and on behalf of the Company Securityholders, and not Buyer, the Company, the Surviving Corporation or their Subsidiaries. Buyer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (a) the Representative, for and on behalf of the Company Securityholders, and MMM shall be the sole holders of the attorney-client privilege and work product privilege with respect to the Acquisition Engagement, and none of Buyer, Merger Sub nor any of its or their Affiliates, including the Surviving Corporation, shall be a holder thereof; and (b) MMM shall have no duty whatsoever to reveal or disclose any Attorney-Client Communications to Buyer, Merger Sub or any of its or their Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between MMM and the Company Group, the Representative or otherwise. Buyer (on behalf of itself and its Affiliates) agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.11. MMM and its partners and employees are third party beneficiaries of this Section 10.14.

Waiver of Conflicts Regarding Representation. (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP P.C. (“MMMWSGR”) has acted as counsel for the Company Group and the Representative (collectively, the “Company Parties”) in connection with this Agreement any other agreements referenced herein or therein and the Transactions transactions contemplated hereby and thereby (the “Acquisition Merger Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer, Merger Sub including Acquirer or any of their Affiliates (including the Surviving Corporation)its Affiliates. Only the Company Parties shall be considered in connection with the Transactions clients a client of MMM WSGR in the Acquisition Merger Engagement. If Notwithstanding anything contained herein to the contrary, if the Securityholder Representative so desires, MMM WSGR shall be permitted, without the need for any future waiver or consent, to represent any of the Representative or the Securityholder Representative, any Company Securityholders from and Noteholders, holders of Company Capital Stock, and/or Management Carve-out Participants (each, a “Company Party”) after the Closing in connection with any matter related to the matters contemplated by the Transaction Documents and this Agreement or any other agreements referenced herein or therein or any disagreement or dispute relating thereto and may in connection therewith represent the agents or Affiliates of the Securityholder Representative or, the and/or any Company SecurityholdersParty, in any of the foregoing cases including in any dispute, litigation or other adversary proceeding against, with or involving the Surviving Corporation Acquirer, or any of their its agents or Affiliates Affiliates. (in such capacity). b) To the extent that communications between a any Company Party, on the one hand, and MMMWSGR, on the other hand, relate solely to the Acquisition Engagement and such communications are protected by the attorney-client privilege as between MMM and the Company Parties, including the Company Group prior to the Effective Time and all attorney work product prepared in connection with the Acquisition Engagement (such communications, collectively, the “Attorney-Client Communications”)Merger Engagement, such Attorney-Client Communications communication shall be deemed to be attorney-client confidences that belong solely to the Securityholder Representative, for and on behalf of the Company SecurityholdersParties. Neither Acquirer, and nor any of its Affiliates, shall have access to any such communications or the files or work product of WSGR, to the extent that they relate solely to the Merger Engagement, whether or not Buyerthe Closing occurs. Without limiting the generality of the foregoing, the Company, the Surviving Corporation or their Subsidiaries. Buyer Acquirer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (ai) the Securityholder Representative, for and on behalf of the Company SecurityholdersParties, and MMM WSGR shall be the sole holders of the attorney-client privilege and work product privilege with respect to information that relates solely to the Acquisition Merger Engagement, and none of Buyer, Merger Sub neither Acquirer nor any of its or their Affiliates, including the Surviving Corporation, shall be a holder thereof; (ii) to the extent that files or work product of WSGR that relate solely to the Merger Engagement constitute property of the client, only the Securityholder Representative, for and on behalf of the other Company Parties, shall hold such property rights and have the right to waive or modify such property rights; and (biii) MMM WSGR shall have no duty whatsoever to reveal or disclose any Attorneysuch attorney-Client Communications client communications, files or work product to Buyer, Merger Sub Acquirer or any of its or their Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between MMM WSGR and the Company Groupto the extent relating solely to the Merger Engagement; provided that, to the Representative or otherwise. Buyer extent any communication is both related and unrelated to the Merger Engagement, WSGR shall provide (and the Securityholder Representative, for and on behalf of itself and the other Company Parties, shall instruct WSGR to provide) copies of such communications, files or work product to Acquirer or its Affiliates) agree Affiliates (with only that information that solely relates to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 10.11. MMM and its partners and employees are third party beneficiaries of this Section 10.14Merger Engagement redacted).