Common use of Waivers of Conflicts Clause in Contracts

Waivers of Conflicts. (a) Recognizing that Sidley Austin LLP (“Sidley”) has acted as legal counsel to HCIC, Sponsor, certain HCIC security holders and certain of their respective affiliates prior to the Closing, and that Sidley may act as legal counsel to PubCo, the Surviving Corporation and one or more of its Subsidiaries, and the Surviving Entity, Sponsor, certain HCIC security holders and certain of their respective affiliates after the Closing, each of HCIC and the Surviving Corporation (including on behalf of the Surviving Corporation’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its affiliates to waive, any conflicts that may arise in connection with of Sidley representing any of HCIC, PubCo, the Surviving Corporation or any of its Subsidiaries, the Surviving Entity, Sponsor, any HCIC security holder and any of their respective affiliates after the Closing. In addition, all communications involving attorney-client confidences by or among HCIC, Sponsor, HCIC security holders or their respective affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby will be deemed to be attorney-client confidences that belong solely to Sponsor, such HCIC security holder or such affiliate (and not to PubCo, the Surviving Corporation or any of its Subsidiaries, or the Surviving Entity). Accordingly, PubCo, the Surviving Corporation and any of its Subsidiaries, and the Surviving Entity, as the case may be, will not have access to any such communications, or to the files of Sidley relating to such engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Sponsor or the applicable HCIC security holder and its affiliates (and not PubCo, the Surviving Corporation or any of its Subsidiaries, or the Surviving Entity) will be the sole holders of the attorney-client privilege with respect to such engagement, and none of HCIC, the Surviving Corporation and its Subsidiaries, and the Surviving Entity will be a holder thereof, (ii) to the extent that files of each of Sidley in respect of such engagement constitute property of the client, only Sponsor, the applicable HCIC security holder or their respective affiliates (and not PubCo, the Surviving Corporation or any of its Subsidiaries, and the Surviving Entity) will hold such property rights and (iii) Sidley will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to PubCo after the Closing or, before or after the Closing, to the Surviving Corporation or any of its Subsidiaries or the Surviving Entity by reason of any attorney-client relationship between Sidley and HCIC before the Closing and, after the Closing, PubCo, the Surviving Corporation and any of its Subsidiaries, the Surviving Entity or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between PubCo, the Surviving Corporation, the Surviving Entity or any of its Subsidiaries and a third party (other than a party to this Agreement or any of their respective affiliates) after the Closing, PubCo, the Surviving Corporation (including on behalf of its Subsidiaries) and the Surviving Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Sidley to such third party; provided, however, that neither PubCo, the Surviving Corporation nor any of its Subsidiaries, nor the Surviving Entity may waive such privilege without the prior written consent of the Sponsor. (b) Recognizing that Linklaters LLP (“Linklaters”) and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇”) have each acted as legal counsel to the Company, Plus Holdings, PubCo, First Merger Sub and Second Merger Sub and certain of their respective affiliates prior to the Closing, and that Linklaters and/or ▇▇▇▇▇▇▇▇ may act as legal counsel to PubCo, the Surviving Corporation and one or more of its Subsidiaries, and the Surviving Entity and certain of its affiliates after the Closing, each of the Company and the Surviving Entity (including on behalf of the Surviving Corporation’s Subsidiaries) hereby waives, on its own behalf and agrees to cause its affiliates to waive, any conflicts that may arise in connection with of Linklaters and/or ▇▇▇▇▇▇▇▇ representing any of the Company, PubCo, the Surviving Corporation or any of its Subsidiaries, the Surviving Entity and any of their respective affiliates after the Closing.