Common use of Preservation of Legal Privileges Clause in Contracts

Preservation of Legal Privileges. (a) Noble and Paragon recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. Noble and Paragon agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the Paragon Business or the Noble Business shall be governed by the provisions of this Section 6.6. With respect to matters relating to the Noble Business, Noble shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Paragon shall take no action (or permit any of the members of its Group to take action) without the prior written consent of Noble that could result in any waiver of any Privilege that could be asserted by any member of the Noble Group under applicable Law and this Agreement. With respect to matters relating to the Paragon Business, Paragon shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble shall take no action (or permit any of the members of its Group to take action) without the prior written consent of Paragon that could result in any waiver of any Privilege that could be asserted by any member of the Paragon Group under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 shall apply to all Information as to which Noble or Paragon or their respective Groups would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation (“Privileged Information”). Privileged Information of Noble includes (i) any and all Information existing prior to the Separation regarding the Noble Business but which after the Separation is in the possession of any member of the Paragon Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Noble Group (including in-house counsel and former in-house counsel who are employees of any member of the Paragon Group) and any person who, at the time of the communication, was an employee of any member of the Noble Group, regardless of whether such employee is or becomes an employee of any member of the Paragon Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date. Privileged Information of Paragon includes (i) any and all Privileged Information existing prior to the Separation regarding the Paragon Business but which after the Separation is in the possession of any member of the Noble Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Paragon Group (including in-house counsel and former in-house counsel who are employees of any member of the Noble Group) and any person who, at the time of the communication, was an employee of any member of the Paragon Group, regardless of whether such employee is or becomes an employee of any member of the Noble Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date.

Preservation of Legal Privileges. (a) Noble CRG, Carrols and Paragon Fiesta Restaurant Group recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. Noble CRG, Carrols and Paragon Fiesta Restaurant Group agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party party with respect to the Paragon Fiesta Business or the Noble CRG Business shall be governed by the provisions of this Section 6.66.5. With respect to matters relating to the Noble CRG Business, Noble CRG or Carrols shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Paragon Fiesta Restaurant Group shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Noble CRG or Carrols that could could, in CRG’s or Carrols’ Good Faith Judgment, result in any waiver of any Privilege that could be asserted by CRG or any member of the Noble Group its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the Paragon Fiesta Business, Paragon Fiesta Restaurant Group shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble CRG shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Paragon Fiesta Restaurant Group that could could, in Fiesta’s Good Faith Judgment, result in any waiver of any Privilege that could be asserted by Fiesta Restaurant Group or any member of the Paragon Group its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 6.5 shall apply to all Information as to which Noble CRG or Paragon Fiesta Restaurant Group or their respective Groups Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and Distribution (“Privileged Information”). Privileged Information of Noble CRG includes (i) any and all Privileged Information existing prior to the Separation Distribution regarding the Noble CRG Business but which after the Separation Distribution is in the possession of Fiesta Restaurant Group or any member of the Paragon Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation Distribution between counsel for CRG or any member of the Noble Group its Subsidiaries (including in-house counsel and former in-house counsel who are employees of any member of the Paragon Fiesta Restaurant Group) and any person who, at the time of the communication, was an employee of CRG or any member of the Noble Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of Fiesta Restaurant Group or any member of the Paragon Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution DateDistribution. Privileged Information of Paragon Fiesta Restaurant Group includes (i) any and all Privileged Information existing generated prior to the Separation Distribution regarding the Paragon Fiesta Business but which after the Separation Distribution is in the possession of CRG or any member of the Noble Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation Distribution between counsel for Fiesta Restaurant Group or any member of the Paragon Group (including in-house counsel and former in-house counsel who are employees of any member of the Noble Group) its Subsidiaries and any person who, at the time of the communication, was an employee of Fiesta Restaurant Group or any member of the Paragon Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of CRG or any member of the Noble Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution DateDistribution.

Preservation of Legal Privileges. (a) Noble Pride and Paragon Seahawk recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. Noble Pride and Paragon Seahawk agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party party with respect to the Paragon Seahawk Business or the Noble Pride Business shall be governed by the provisions of this Section 6.66.5. With respect to matters relating to the Noble Pride Business, Noble Pride shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Paragon Seahawk shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Noble Pride that could could, in Pride’s Good Faith Judgment, result in any waiver of any Privilege that could be asserted by Pride or any member of the Noble Group its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the Paragon Seahawk Business, Paragon Seahawk shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble Pride shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Paragon Seahawk that could could, in Seahawk’s Good Faith Judgment, result in any waiver of any Privilege that could be asserted by Seahawk or any member of the Paragon Group its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 6.5 shall apply to all Information as to which Noble Pride or Paragon Seahawk or their respective Groups Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and Distribution (“Privileged Information”). Privileged Information of Noble Pride includes (i) any and all Privileged Information existing prior to the Separation Distribution regarding the Noble Pride Business but which after the Separation Distribution is in the possession of Seahawk or any member of the Paragon Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation Distribution between counsel for Pride or any member of the Noble Group its Subsidiaries (including in-house counsel and former in-house counsel who are employees of any member of the Paragon GroupSeahawk) and any person who, at the time of the communication, was an employee of Pride or any member of the Noble Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of Seahawk or any member of the Paragon Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution DateDistribution. Privileged Information of Paragon Seahawk includes (i) any and all Privileged Information existing generated prior to the Separation Distribution regarding the Paragon Seahawk Business but which after the Separation Distribution is in the possession of Pride or any member of the Noble Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation Distribution between counsel for Seahawk or any member of the Paragon Group its Subsidiaries (including in-house counsel and former in-house counsel who are employees of any member of the Noble GroupPride or its Subsidiaries) and any person who, at the time of the communication, was an employee of Seahawk or any member of the Paragon Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of Pride or any member of the Noble Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution DateDistribution.

Preservation of Legal Privileges. (a) Noble Transocean and Paragon TODCO recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege protection (“"Privilege”"). Each Party party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s party's interest. Noble Transocean and Paragon TODCO agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party party with respect to the Paragon TODCO Business or the Noble Transocean Business shall be governed by the provisions of this Section 6.67.7. With respect to matters relating to the Noble Transocean Business, Noble Transocean shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Paragon TODCO shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Noble Transocean that could result in any waiver of any Privilege that could be asserted by Transocean or any member of the Noble Group its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the Paragon TODCO Business, Paragon TODCO shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble Transocean shall take no action (or permit any of the members of its Group Subsidiaries to take action) without the prior written consent of Paragon TODCO that could result in any waiver of any Privilege that could be asserted by TODCO or any member of the Paragon Group its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 7.7 shall apply to all Information as to which Noble Transocean or Paragon TODCO or their respective Groups Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation (“"Privileged Information”"). Privileged Information of Noble Transocean includes but is not limited to (i) any and all Information existing prior to the Separation regarding the Noble Transocean Business but which after the Separation is in the possession of TODCO or any member of the Paragon Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for Transocean or any member of the Noble Group its Subsidiaries (including in-house counsel and former in-house counsel who are employees of any member of the Paragon GroupTODCO) and any person who, at the time of the communication, was an employee of Transocean or any member of the Noble Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of TODCO or any member of the Paragon Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution IPO Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution IPO Closing Date. Privileged Information of Paragon TODCO includes but is not limited to (i) any and all Privileged Information existing generated prior to the Separation regarding the Paragon TODCO Business but which after the Separation is in the possession of Transocean or any member of the Noble Groupits Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for TODCO or any member of the Paragon Group its Subsidiaries (including in-house counsel and former in-house counsel who are employees of any member of the Noble GroupTransocean or its Subsidiaries) and any person who, at the time of the communication, was an employee of TODCO or any member of the Paragon Groupits Subsidiaries, regardless of whether such employee is or becomes an employee of Transocean or any member of the Noble Groupits Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution IPO Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution IPO Closing Date.