Common use of Attorney-Client Privilege; Continued Representation Clause in Contracts

Attorney-Client Privilege; Continued Representation. The Parties hereto hereby acknowledge that Xxxxxx LLP has acted as counsel to the Company in connection with the transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Company and Xxxxxx LLP prior to Closing and (b) Sellers (and any subset of them) and Xxxxxx LLP following Closing. Each of the Parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP from acting and continuing to act as counsel to any of the Sellers either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Company in connection with the transactions contemplated herein; and (ii) the Sellers have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx LLP prior to the Closing to the extent such communications concern the transactions contemplated by this Agreement. The parties furthermore agree that for the purposes of the attorney-client privilege, any communications between Xxxxxx LLP and the Company or the Sellers that were made in the course of negotiating the transactions contemplated by this Agreement that relate to the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other dispute arising in connection with the transactions contemplated hereby (“Protected Communications”) shall be deemed privileged communications of the Sellers for the purposes of such claims or disputes, and to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of the Sellers; provided, however, that, for the avoidance of doubt, the foregoing shall not apply to communications between Xxxxxx LLP and Buyer or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation of the foregoing Persons, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act or otherwise

Attorney-Client Privilege; Continued Representation. The Parties hereto hereby acknowledge that Xxxxxx Buyer agrees, on its own behalf and on behalf of its directors, officers, managers, employees and Affiliates, that, following the Closing, Fenwick & West LLP has acted may serve as counsel to the Company Securityholders, the Stockholders’ Committee and their respective Affiliates in connection with any matters related to this Agreement and the transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Company and Xxxxxx LLP prior to Closing and (b) Sellers (and Transactions, including any subset litigation, claim or obligation arising out of them) and Xxxxxx LLP following Closing. Each of the Parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP from acting and continuing to act as counsel to any of the Sellers either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to this Agreement or the transactions contemplated herein because of their Transactions notwithstanding any representation of the Company in connection with the transactions contemplated herein; and (ii) the Sellers have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx by Fenwick & West LLP prior to the Closing Date of the Company. Buyer and the Company hereby (a) waive any claim they have or may have that Fenwick & West LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyer and any of the Securityholders, the Stockholders’ Committee or any of their respective Affiliates, Fenwick & West LLP may represent the Securityholders, the Stockholders’ Committee or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Fenwick & West LLP may have represented the Company in a matter substantially related to such dispute. Buyer and the Company also further agree that, as to all communications prior to Closing among Fenwick & West LLP and the Company, the Securityholders or their Affiliates and representatives, the Stockholders’ Committee or its Affiliates and representatives, that primarily relate to the extent such communications concern the transactions negotiation of Transactions contemplated by this Agreement. The parties furthermore agree that for the purposes of hereby, the attorney-client privilege, any communications between Xxxxxx LLP privilege and the Company expectation of client confidence belongs to the Securityholders and may be controlled by the Securityholders and shall not pass to or be claimed by Buyer or the Sellers that were made Company. Notwithstanding the foregoing, in the course of negotiating event that a dispute arises between Buyer, the transactions contemplated by Company and a third party other than a party to this Agreement that relate to after the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other dispute arising in connection with the transactions contemplated hereby (“Protected Communications”) shall be deemed privileged communications of the Sellers for the purposes of such claims or disputes, and to the extent that they may not be considered as such at lawClosing, the parties hereto agree Company may assert the attorney-client privilege to contractually treat prevent disclosure of confidential communications by Fenwick & West LLP to such Protected Communications as if they were privileged communications of the Sellersthird party; provided, however, that, for that the avoidance of doubt, Company may not waive such privilege without the foregoing shall not apply to communications between Xxxxxx LLP and Buyer or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation prior written consent of the foregoing PersonsStockholders’ Committee (not to be unreasonably withheld, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act conditioned or otherwisedelayed).

Attorney-Client Privilege; Continued Representation. The Parties hereto hereby acknowledge that Xxxxxx Buyer agrees, on its own behalf and on behalf of its directors, officers, managers, employees and Affiliates, that, following the Closing, either or both King & Spalding LLP has acted and/or K&L Gates LLP may serve as counsel to the Company Seller or any of its Affiliates in connection with the transactions contemplated herein. The following provisions apply any matters related to the attorney-client relationship between (a) Transaction Documents and the Company and Xxxxxx LLP prior to Closing and (b) Sellers (and Transactions, including any subset litigation, claim or obligation arising out of them) and Xxxxxx LLP following Closing. Each of the Parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP from acting and continuing to act as counsel to any of the Sellers either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their Transaction Documents or the Transactions notwithstanding any representation of the Company in connection with the transactions contemplated herein; and (ii) the Sellers have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx by King & Spalding LLP and/or K&L Gates LLP prior to the Closing Date of the Company. Buyer, on behalf of itself and the Company, hereby (a) waives any claim they or their Affiliates have or may have that King & Spalding LLP and/or K&L Gates LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute arises after the Closing between Buyer and Seller or any of their respective Affiliates, King & Spalding LLP and/or K&L Gates LLP may represent Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or its Affiliates (including the Company) and even though King & Spalding LLP and/or K&L Gates LLP may have represented the Company in a matter substantially related to such dispute. Buyer and the Company also further agree that, as to all communications prior to Closing among King & Spalding LLP and/or K&L Gates LLP and the Company, Seller or any of their respective Affiliates and representatives relating to the extent such communications concern negotiation, preparation, execution, delivery and performance of the transactions contemplated by this Agreement. The parties furthermore agree that for Transaction Documents or the purposes consummation of the Transactions, the attorney-client privilegeprivilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer or the Company. Accordingly, any communications between Xxxxxx LLP Buyer and the Company or shall not access such confidential communications after the Sellers that were made Closing. Notwithstanding the foregoing, in the course of negotiating the transactions contemplated by this Agreement event that relate to the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other a dispute arising in connection with the transactions contemplated hereby (“Protected Communications”) shall be deemed privileged communications of the Sellers for the purposes of such claims or disputes, and to the extent that they may not be considered as such at lawarises between Buyer, the parties hereto agree Company and a third party other than a Party after the Closing, the Company may assert the attorney-client privilege to contractually treat prevent disclosure of confidential communications by King & Spalding LLP and/or K&L Gates LLP to such Protected Communications as if they were privileged communications of the Sellersthird party; provided, however, thatthat the Company may not waive such privilege without the prior written consent of Seller (not to be unreasonably withheld, for the avoidance of doubt, the foregoing shall not apply to communications between Xxxxxx LLP and Buyer conditioned or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation of the foregoing Persons, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act or otherwisedelayed).

Attorney-Client Privilege; Continued Representation. The Parties hereto hereby acknowledge that Xxxxxx LLP Xxxx Xxxxx & Xxxx PLC has acted as counsel to the Company in connection and certain Company Equityholders from time to time prior to the Merger as well as with respect to the transactions contemplated hereinMerger. The following provisions apply to the attorney-client relationship between (a) the Company and Xxxxxx LLP Xxxx Xxxxx & Xxxx PLC prior to the Closing and (b) Sellers such Company Equityholders (and any subset of them) and Xxxxxx LLP Xxxx Xxxxx & Xxxx PLC following Closing. Each of the Parties hereto agrees that (i) it will not seek to disqualify Xxxxxx LLP Xxxx Xxxxx & Xxxx PLC from acting and continuing to act as counsel to any of the Sellers Company Equityholders on the grounds of a conflict of interest arising from Xxxx Xxxxx & Xxxx PLC’s prior representation of the Company or the Company Equityholders either in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Company in connection with the transactions contemplated hereinMerger; and (ii) the Sellers Company Equityholders have a reasonable expectation of privacy with respect to their communications (including any e-mail communications using the Company’s e-mail system) with Xxxxxx LLP Xxxx Xxxxx & Xxxx PLC prior to the Closing to the extent that such communications concern the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby and (iii) the Company Equityholders (and not the Parent) shall have access to all such communications. Furthermore, Purchaser and its Affiliates (including the Surviving Corporation after the Closing) shall have no right to intentionally or knowingly access any attorney work product, or attorney-client privileged material of, Bass, Xxxxx & Xxxx PLC, including any communications to or by Bass, Xxxxx & Xxxx PLC made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or proceeding arising under or in connection with, this Agreement or any of the transactions contemplated hereby, which attorney work product and privileged materials shall be retained solely by the Company Equityholders after the Closing. The Parties hereto expressly acknowledge and agree that all rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by the Company Equityholders and shall not pass to or be claimed by Parent, the Surviving Corporation or any of their respective Affiliates. In the event that a dispute or investigation or audit arises after the Closing between Purchaser or the Surviving Corporation (or any of their respective Affiliates), on the one hand, and a third party, on the other hand, Purchaser or the Surviving Corporation, as applicable, shall notify the Representative if such third party seeks disclosure of confidential communications by Bass, Xxxxx & Xxxx PLC that fall (or would be deemed to fall) within the privilege that the Company Equityholders have retained as described in this Section 9.12 in order to allow the Company Equityholders to timely intervene and assert privilege. Notwithstanding anything to the contrary in this Agreement. The parties furthermore agree , in the event that for a dispute arises between the purposes Parent, the Surviving Corporation or any of their respective Subsidiaries and a third party after the Closing, the Parent, the Surviving Corporation or any of their respective Subsidiaries may assert the attorney-client privilege, privilege to prevent disclosure of any communications between Xxxxxx LLP and the Company or the Sellers that were made in the course of negotiating the transactions contemplated by this Agreement that relate to the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other dispute arising in connection with the transactions contemplated hereby (“Protected Communications”) shall be deemed privileged communications of the Sellers for the purposes of by Xxxx Xxxxx & Xxxx PLC to such claims or disputes, and to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of the Sellers; provided, however, that, for the avoidance of doubt, the foregoing shall not apply to communications between Xxxxxx LLP and Buyer or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation of the foregoing Persons, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act or otherwisethird party.

Attorney-Client Privilege; Continued Representation. The Parties hereto Buyer and Seller hereby acknowledge that Xxxxxx Xxxxxxx LLP has acted as counsel to the Company in connection and Seller with respect to the transactions contemplated hereinby this Agreement. The following provisions in this Section 9.13 apply to the attorney-client relationship between (a) the Company and Xxxxxx Xxxxxxx LLP prior to Closing and the Closing, (b) Sellers Seller and Xxxxxxx LLP prior to the Closing, and (c) Seller and any subset of them) and Xxxxxx Xxxxxxx LLP following the Closing. Each of the Parties hereto party hereby agrees that (i) it (for itself or on behalf of the Company after Closing) will not seek to disqualify Xxxxxx Xxxxxxx LLP based solely on its past representation of the Company from acting and continuing to act as counsel to Seller or any of the Sellers either his Affiliates in the event of a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Company in connection with the transactions contemplated hereinby this Agreement; and (ii) the Sellers have Seller has a reasonable expectation of privacy with respect to their his and the Company’s communications (including any e-mail email communications using the Company’s e-mail email system) with Xxxxxx Xxxxxxx LLP occurring prior to the Closing to the extent that such communications concern the transactions contemplated herein and were confidential between the Company and Xxxxxxx LLP when made (the “Privileged Communications”); (iii) Seller (and, following the Closing, not Buyer or any of its Affiliates, including the Company) shall have access to the Privileged Communications and such Privileged Communications are hereby expressly assigned to and, after the Closing, controlled by this Agreement. The parties furthermore agree that for Seller; (iv) Buyer and, after the purposes Closing, the Company, shall be prohibited from making use of the attorney-client privilege, any communications between Xxxxxx Privileged Communications; and (v) the files generated and maintained by Xxxxxxx LLP and as a result of its representation of the Company or the Sellers that were made in the course of negotiating the transactions contemplated by this Agreement that relate to the subject matter of this Agreement or that may be relevant to any claims for indemnification under this Agreement or any other dispute arising Seller in connection with this Agreement and the transactions transaction contemplated hereby (“Protected Communications”) hereunder shall be deemed privileged communications and become the exclusive property of the Sellers for the purposes of such claims or disputes, and to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of the Sellers; provided, however, that, for the avoidance of doubt, the foregoing shall not apply to communications between Xxxxxx LLP and Buyer or Xxxxxx LLP and Third Security, LLC and its Affiliates in connection with Xxxxxx’x representation of the foregoing Persons, whether in connection with filings required under the Xxxx-Xxxxx-Xxxxxx Act or otherwiseSeller.