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Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

Attorney Conflict Waiver. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that # Hogan Lovells may serve as counsel to each and any Equity Holder and its Affiliates (individually and collectively, the “Equity Holder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction hereby, and that, following consummation of the Transaction hereby, Hogan Lovells (or any successor) may serve as counsel to the Equity Holder Group or any director, member, shareholder, partner, officer, employee or Affiliate of the Equity Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction notwithstanding such representation and # Purchaser shall not, and shall cause each of the Surviving Corporation and its Subsidiaries not to, seek or have Hogan Lovells (or any successor) disqualified from any such representation. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties 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 connection herewith. The covenants, consent and waiver contained in this [Section 12.14] are intended to be for the benefit of, and shall be enforceable by, the Equity Holder Group’s counsel and its legal representatives and shall not be deemed exclusive of any other rights to which the Equity Holder Group’s counsel is entitled whether pursuant to Law, Contract or otherwise. “Hogan Lovells” refers to the international legal practice that comprises Hogan Lovells International LLP, [[Organization C:Organization]] and their affiliated businesses.

Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: # endorse Borrower’s name on any checks or other forms of payment or security; # sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; # settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; # make, settle, and adjust all claims under Borrower’s insurance policies; # pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and # transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under Applicable Law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles but are not obligated to do so.

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Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Payment of Fees. The Company shall have paid all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of [[Administrative Agent:Organization]] to the extent invoiced prior to or on the Closing Date, together with such additional amounts of Attorney Costs as shall constitute [[Administrative Agent:Organization]]’s reasonable estimate of Attorney Costs incurred or to be incurred through the closing proceedings; provided that such estimate shall not thereafter preclude final settling of accounts between the Company and [[Administrative Agent:Organization]], including any such costs, fees and expenses arising under or referenced in Sections ‎3.01 and ‎10.04 and the Fee Letters;

Dispute Resolution/Costs and Fees. In the event of a dispute the prevailing party shall be entitled to reasonable costs and attorney fees.

Attorney Fees: In any dispute concerning the enforcement of this Settlement Agreement, or any rights hereunder, the prevailing Party shall be awarded its reasonable costs and attorney fees.

In the event that any Applicable Law, any Change in Law, or compliance by any [[Organization C:Organization]] (for purposes of this [Section 3.8], the term "[[Organization C:Organization]]" shall include [[Organization B:Organization]] or any [[Organization C:Organization]] and any corporation or bank controlling [[Organization B:Organization]] or any [[Organization C:Organization]]) and the office or branch where [[Organization B:Organization]] or any [[Organization C:Organization]] (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

Research Costs. During the Research Term, SGI will reimburse Unum for ​ of all Research Costs for all Research Candidates actually incurred for the Territory pursuant to the Research Plan, in accordance with Section 11.5. For clarity, ​.

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