Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Parent, Buyer, Seller and the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies in connection with the Contemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller, and not by Parent, Buyer or any Group Company, following the Closing, and may be waived only by the Seller, and not any Group Company, and shall not pass to or be claimed or used by Parent, Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer or a Group Company, on the one hand, and a third party other than (and unaffiliated with) the Seller, on the other hand, after the Closing, then the Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies may not waive such privilege without the prior written consent of the Seller.

Attorney-Client Privilege. Parent, Buyer, Seller and Each of the Group Companies parties hereto agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each member of the Company Group Companies in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), ) shall belong to and be controlled by the SellerHolder Representative, and not by Parent, Buyer or any Group Companythe Surviving Entity, following the Closing, and may be waived only by the SellerHolder Representative, and not any Group Companythe Surviving Entity, and shall not pass to or be claimed or used by Parent, Buyer Acquiror or the Group CompaniesSurviving Entity. Absent the consent of the SellerHolder Representative, none of Parent, Buyer neither Acquiror nor any Group Company the Surviving Entity shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Acquiror or any Group Company accesses the Surviving Entity access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Holder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Acquiror or a Group Companythe Surviving Entity, on the one hand, and a third party other than (and unaffiliated with) any member of the SellerCompany Group, any holder of Units, any Blocker Seller and the Holder Representative, on the other hand, after the Closing, then (i) where any of such items are relevant, the Group Company Holder Representative shall provide copies of such items to the Acquiror and the Surviving Entity as either of them may request; and (ii) the Surviving Entity may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer Acquiror and the Group Companies Surviving Entity may not waive such privilege without the prior written consent of the SellerHolder Representative.

Attorney-Client Privilege. ParentIt is acknowledged by each of the parties hereto that Xxxxxxx & Xxxx, BuyerS.C. (“Counsel”) has represented the Shareholders, the Seller and PPPI in connection with the transactions contemplated by this Agreement. PSI, PPPI, the Seller and the Group Companies Shareholders agree that any attorney-client privilege, attorney work-product protection, protection and the expectation of client confidence attaching as a result of counselCounsel’s (whether external or internal) representation of the Group Companies Shareholders, the Seller or PPPI in connection with the Contemplated Transactionstransactions contemplated by this Agreement, and all information information, communications and documents covered by such privilege or protection (the “Covered Materials”)protection, shall belong to and be controlled by the Seller, and not by Parent, Buyer or any Group Company, following the Closing, Shareholders and may be waived only by the SellerSeller Representative, and not any Group CompanyPPPI, and shall not pass to or be claimed or used by Parent, Buyer PSI or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protectionPPPI. Notwithstanding the foregoing, if a neither PSI nor PPPI will be limited or precluded from using or relying on any communication among the Shareholders, the Seller or PPPI and/or their respective Affiliates made in connection with the transactions contemplated by this Agreement in any actions against or involving the Shareholders or the Seller or any of their Affiliates. Furthermore, in the event that any dispute arises between ParentPSI, Buyer PPPI or a Group Company, on the one hand, any of its Subsidiaries and a third party (other than (and unaffiliated witha party to this Agreement or any of such party’s Affiliates) the Seller, on the other hand, after the Closing, then the Group Company PSI, PPPI and its Subsidiaries may assert such the attorney-client privilege to prevent the disclosure of confidential communications by Counsel to such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies may not waive such privilege without the prior written consent of the Sellerthird party.

Attorney-Client Privilege. Parent, Buyer, Seller the Company Stockholders, and the Group Target Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company in connection with the Contemplated Transactionstransactions contemplated hereby, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerSeller Representative, and not by Parentthe Buyer, Buyer Merger Sub or any Group Target Company, following the Closing, and may be waived only by the SellerSeller Representative, and not any Group Target Company, and shall not pass to or be claimed or used by ParentBuyer, Buyer Merger Sub, or the Group Target Companies. Absent the consent of the SellerSeller Representative, none of Parentneither Buyer, Buyer nor Merger Sub nor any Group Target Company shall have a right to access the Covered Materials following the Closing and, in the event ParentBuyer, Buyer Merger Sub, or any Group Target Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between ParentBuyer, Buyer Merger Sub, or a Group any Target Company, on the one hand, and a third party other than (and unaffiliated with) the Seller, Company Stockholders and the Seller Representative on the other hand, after the Closing, then the Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer and the Group Target Companies may not waive such privilege without the prior written consent of the SellerSeller Representative.

Attorney-Client Privilege. ParentFibroGen and Fortis agree that all communications between Fortis or the Sellers, Buyeron the one hand, Seller and Xxxxxx, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation consummation of the Group Companies in connection with the Contemplated Transactions, and all information and documents covered by such privilege or protection transactions contemplated hereby (the “Covered Materials”), shall belong to and be controlled by the SellerSellers’ Representative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerSellers’ Representative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer FibroGen or the Group CompaniesSurviving Corporation. Absent the consent of the SellerSellers’ Representative, none of Parent, Buyer neither FibroGen nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer FibroGen or any Group Company the Surviving Corporation accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Sellers’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer FibroGen or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the SellerSellers and the Sellers’ Representative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies may not waive such privilege without the prior written consent of the Seller.

Attorney-Client Privilege. Parent, Buyer, Seller Buyer and the Group Companies Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company in connection with the Contemplated Transactions, Merger and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerStockholder Representative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerStockholder Representative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer or the Group CompaniesSurviving Corporation. Absent the consent of the SellerStockholder Representative (such consent not to be unreasonably withheld, none of Parentconditioned or delayed), neither Buyer nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company the Surviving Corporation accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Stockholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the SellerStockholders and the Stockholder Representative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to of any such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies Surviving Corporation may not waive such privilege without the prior written consent of the Seller.Stockholder Representative

Attorney-Client Privilege. Each of Buyer Parent, BuyerSeller Parent, Seller and the Group Target Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Target Companies in connection with the Contemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerSeller Parent, and not by Parent, Buyer Parent or any Group Companythe Target Companies, following the Closing, and may be waived only by the SellerSeller Parent, and not any Group Companythe Target Companies, and shall not pass to or be claimed or used by Parent, Buyer Parent or the Group Target Companies. Absent the consent of the Seller, none of Seller Parent, neither Buyer Parent nor any Group Company the Target Companies shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Parent or any Group Company the Target Companies accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Parent with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Parent or a Group Companythe Target Companies, on the one hand, and a third party other than (and unaffiliated with) the SellerSeller Parent, on the other hand, after the Closing, then the Group Company Target Companies may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer Parent and the Group Target Companies may not waive such privilege without the prior written consent of the SellerSeller Parent.

Attorney-Client Privilege. Parent, Buyer, Seller and Each of the Group Companies agree parties hereto agrees that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies each constituent of Island in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerStockholder Representative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerStockholder Representative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer the Company or the Group CompaniesSurviving Corporation. Absent the consent of the SellerStockholder Representative or as compelled by legal process, none of Parent, Buyer neither the Company nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer the Company or any Group Company accesses the Surviving Corporation access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Stockholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer the Company or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) Island and the SellerIsland Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, furtherhowever, that Parent, Buyer the Company and the Group Companies Surviving Corporation may not waive such privilege without the prior written consent of the SellerStockholder Representative.

Attorney-Client Privilege. ParentFibroGen and Fortis agree that all communications between Fortis or the Sellers, Buyeron the one hand, Seller and Cooley, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation consummation of the Group Companies in connection with the Contemplated Transactions, and all information and documents covered by such privilege or protection transactions contemplated hereby (the “Covered Materials”), shall belong to and be controlled by the SellerSellers’ Representative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerSellers’ Representative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer FibroGen or the Group CompaniesSurviving Corporation. Absent the consent of the SellerSellers’ Representative, none of Parent, Buyer neither FibroGen nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer FibroGen or any Group Company the Surviving Corporation accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Sellers’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer FibroGen or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the SellerSellers and the Sellers’ Representative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; . [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and provided, further, that Parent, Buyer and (ii) would likely cause competitive harm to the Group Companies may not waive such privilege without the prior written consent of the Seller.company if publicly disclosed. 129433662_24

Attorney-Client Privilege. Parent, Buyer, Seller Purchaser and the Group Companies Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company in connection with the Contemplated Transactions, including the Share Purchase, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerSellers’ Representative, and not by Parent, Buyer or any Group Company, the Company following the Closing, and may be waived only by the SellerSellers’ Representative, and not any Group the Company, and shall not pass to or be claimed or used by Parent, Buyer Purchaser or the Group CompaniesCompany. Absent the consent of the SellerSellers’ Representative, none of Parent, Buyer neither Purchaser nor any Group the Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Purchaser or any Group the Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Sellers’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Purchaser or a Group the Company, on the one hand, and a third party other than (and unaffiliated with) the SellerSellers and the Sellers’ Representative, on the other hand, after the Closing, then the Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer Purchaser and the Group Companies Company may not waive such privilege without the prior written consent of the SellerSellers’ Representative.

Attorney-Client Privilege. ParentBuyer acknowledges and agrees, Buyeron its own behalf and on behalf of the Companies (following the Effective Time), that Seller will be entitled to retain the services of Withered Xxxxx, LLP and/or Xxxxx Xxxxx Xxxxxxxxxxx LLP as his attorneys in the event of any dispute between the Buyer or any of its Affiliates, on the one hand, and the Group Seller, on the other hand, concerning this Agreement or any of the Transactions, notwithstanding any result of such firm’s prior representation of the Companies agree that any or Seller. Buyer also further agrees that, as to all communications subject to attorney-client privilegeprivilege among Withered Xxxxx, attorney workLLP and/or Xxxxx Xxxxx Xxxxxxxxxxx LLP and the Seller or the Companies that directly relate to the Transactions, the attorney-product protection, client privilege and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of belongs to the Group Companies in connection with the Contemplated Transactions, Seller and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and may be controlled by the Seller, and not by Parent, Buyer or any Group Company, following the Closing, and may be waived only by the Seller, and not any Group Company, Seller and shall not pass to or be claimed or used by Parent, Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protectionits Affiliates. Notwithstanding the foregoing, if in the event that a dispute arises between Parent, Buyer (or a Group Company, on the one hand, any of its Affiliates) and a third party other than (and unaffiliated with) the Seller, on the other hand, a Party after the Closing, then the Group Company Buyer (or its Affiliate) may assert such the attorney-client privilege to prevent disclosure of confidential communications by Withered Xxxxx, LLP or Xxxxx Xxxxx Xxxxxxxxxxx LLP to such Covered Materialsthird party; and provided, further, that Parent, neither the Buyer and the Group Companies nor any of its Affiliates may not waive such privilege without the prior written consent of the SellerSeller (not to be unreasonably withheld, conditions or delayed).

Attorney-Client Privilege. Parent, Buyer, Seller on behalf of itself and its Affiliates (including, for this purpose, the Company), agrees that, as to (i) all communications through the Closing Date between or among the Prior Company Counsel and the Group Companies agree that any attorney-client privilegeCompany to the extent they relate to the negotiation, attorney work-product protectiondocumentation, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation consummation of the Group Companies in connection with the Contemplated Transactionstransactions contemplated by this Agreement, and (ii) all information and documents covered by such privilege or protection work product of the Prior Company Counsel with ​ ​ respect to the foregoing (collectively, the “Covered MaterialsPre-Closing Deal Communications”)) shall be deemed to belong to the Designated Persons, shall belong to and be controlled by the Seller, and not by Parent, Buyer or any Group Company, following the Closing, and may be waived only by the Seller, and not any Group Company, and shall not pass to or be claimed by Buyer or used the Company. All Pre-Closing Deal Communications that are attorney-client privileged shall remain privileged after the Closing, and the privilege and the expectation of client confidence relating thereto shall belong to Sellers, shall be controlled by Parent, and shall not pass to or be claimed by Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protectionCompany. Notwithstanding the foregoing, if (A) in the event that a dispute arises between Parent, Buyer or a Group any of its Affiliates (including, for this purpose, the Company), on the one hand, and a third party Person other than (and unaffiliated with) the Sellera Designated Person, on the other hand, after Buyer or the Closing, then the Group Company may assert such the attorney-client or similar privilege on behalf of the Designated Persons to prevent disclosure of the Pre-Closing Deal Communications to such Covered Materialsthird party; and provided, furtherhowever, that Parent, neither Buyer and nor the Group Companies Company may not waive such privilege without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and (B) the Sellerforegoing provisions of this Section 11.17(b) shall not extend to any communication or materials not involving the negotiation, documentation and consummation of the transactions contemplated by this Agreement or the Ancillary Documents or any claims brought in connection with such transactions, this Agreement or the Ancillary Documents.

Attorney-Client Privilege. ParentBuyer: (a) acknowledges that Xxxxxxx, BuyerXxxxxx & Xxxx, Seller and P.C. has represented the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company in connection with the Contemplated TransactionsTransactions and that, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller, and not by Parent, Buyer or any Group Company, following effective upon the Closing, the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and may be waived only transferred to Sellers, on behalf of the Company and each Seller jointly, all of the Company’s right to, title to and interest in all communications with, and work product of, Xxxxxxx, Xxxxxx & Xxxx, P.C. as they relate to this Agreement, the other documents contemplated hereby and the preparation and negotiation thereof, together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product, (b) agree that the intent and effect of this provision is to grant the Sellers control over the exercise of the attorney-client privilege held by the SellerCompany in respect of this Agreement, the other documents contemplated hereby and the Contemplated Transactions, together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product, and not any Group Company, and shall not pass to or be claimed or used by Parent, Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer or a Group Company, on the one hand, and a third party other than (and unaffiliated withc) the Seller, on the other hand, agree that after the Closing, then the Group Company may assert such will not knowingly waive the attorney-client privilege belonging to prevent disclosure the Company, if any, relating to any matter relating to this Agreement, all ancillary agreements and the transactions effected by each and the preparation and negotiation thereof occurring before the Closing or intentionally disclose the content of communications or work product related to such Covered Materials; and providedprivilege to any person, further, that Parent, Buyer and the Group Companies may not waive such privilege without the prior express written consent of Sellers (which consent will not be unreasonably withheld). Buyer will for itself and will cause the SellerCompany after the Closing to consent to Xxxxxxx, Xxxxxx & Xxxx, P.C.’s representation of any Seller in any post-Closing dispute or other legal action, including disputes with the Company notwithstanding Xxxxxxx, Xxxxxx & Xxxx, P.C.’s prior representation of the Company.

Attorney-Client Privilege. Parent, Buyer, Seller (a) Buyer and the Group Companies Company agree and acknowledge that the Company Counsel has represented the Company in connection with the transactions contemplated by this Agreement (the “Acquisition Engagement”) and with various other matters during the period prior to the Closing. (b) Effective upon the Closing, the Company shall, without the necessity of farther documentation of transfer, be deemed to have irrevocably assigned and transferred to the Sellers’ Agent all of its right and title to and interest in all communications with, and work product of, the Company Counsel together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product, in each case to the extent solely related to the Acquisition Engagement; provided, however, that (i) such assignment shall not be deemed to waive any attorney-client privilegeprivilege of the Company applicable to such communications or work product in respect of any third party (including any Governmental Authority) and (ii) without first giving prior written notice to the Company, attorney work-product protectionwhich may, at its own cost, promptly seek an appropriate protective order, the Sellers’ Agent shall not, and shall cause each Shareholder not to, waive any such privilege in respect of a third party. (c) If the expectation of client confidence attaching as a result of counsel’s (whether external Sellers or internal) representation of the Group Companies Sellers’ Agent so desire, and without the need for any consent or waiver by the Company or Buyer, the Company Counsel shall be permitted to represent the Sellers and/or the Sellers’ Agent after the Closing in connection with any matter related to the Contemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller, and not by Parent, Buyer Acquisition Engagement or any Group Companydisagreement or dispute relating thereto, following including without limitation any such matter involving any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversary proceeding) with Buyer, the Closing, and may be waived only by the Seller, and not any Group Company, and shall not pass to or be claimed or used by Parent, Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive their respective agents or otherwise affect the rights of the Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer or a Group Company, on the one hand, and a third party other than (and unaffiliated with) the Seller, on the other hand, after the Closing, then the Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies may not waive such privilege without the prior written consent of the SellerAffiliates.

Attorney-Client Privilege. Parent(a) Notwithstanding anything to the contrary contained herein, Buyerthe parties hereto intend that all communications at or prior to the Closing between the Company, Seller and the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation Representative of the Group Companies in connection with Company, the Contemplated TransactionsCompany Securityholders and each of their Affiliates (individually and collectively, and all information and documents covered by such privilege or protection (the “Covered MaterialsSeller Group”), shall belong to and be controlled by the SellerStockholders’ Agent, and not by Parent, Buyer or any Group Company, following the Closing, of them (individually and may be waived only by the Seller, and not any Group Company, and shall not pass to or be claimed or used by Parent, Buyer or the Group Companies. Absent the consent of the Seller, none of Parent, Buyer nor any Group Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of together with the Seller with respect to Group, the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer or a Group Company“Target Group”), on the one hand, and a third party other than (and unaffiliated with) the Sellerany of their attorneys, on the other hand, and that are subject to attorney-client privilege (collectively, the “Company Communications” and such communication relating to the negotiation of the Mergers and the other transactions contemplated by this Agreement and any alternative transactions, the “Protected Communication”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and right of confidentiality of any member of the Target Group (the “Associated Rights”), will, from and after the Closing, then rest exclusively with Acquirer and may be controlled only by Acquirer. This right to the Group Company Communications, Protected Communications and Associated Rights shall exist even if such communications may assert exist on the Company’s computer system or in documents in the Company’s possession. Following the Closing, such attorney-client privilege and the exception of client confidence belongs to Acquirer and may be controlled only by Acquirer, and shall not be claimed by any member of the Target Group; provided that Acquirer agrees, not to (a) invoke any attendant attorney-client privilege, attorney work product protection or expectation of client confidentiality applicable to the Protected Communications or Associated Rights to prevent disclosure to the Target Group from using any such Covered MaterialsProtected Communications in any dispute with the Acquirer or any third party, or (b) use such Company Communications, Protected Communications, or Associated Rights as evidence or otherwise in any dispute with, on the one hand, Acquirer or any of its Affiliates, and on the other the Target Group; and provided, further, provided further that Parent, Buyer and nothing shall limit the Group Companies may not waive ability use such privilege without the prior written consent of the Sellermaterials against a party in connection with Fraud committed by such party.

Attorney-Client Privilege. Parent, Buyer, Seller Parent and the Group Companies Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company prior to the Closing and in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger, and all pre-closing information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerSecurityholders’ Representative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerSecurityholders’ Representative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer Parent or the Group CompaniesSurviving Corporation. Absent the consent of the SellerSecurityholders’ Representative, none of Parent, Buyer neither Parent nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Parent or any Group Company the Surviving Corporation accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Securityholders’ Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Parent or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the SellerParticipating Securityholders and the Securityholders’ Representative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer Parent and the Group Companies Surviving Corporation may not waive such privilege without the prior written consent of the SellerSecurityholders’ Representative.

Attorney-Client Privilege. Parent, Buyer, Seller Participating Securityholders and the Group Companies Company agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Company in connection with the Contemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerSeller Representative, and not by Parent, Buyer the Parent or any Group the Company, following the Closing, and may be waived only by the SellerSeller Representative, and not any Group the Company, and shall not pass to or be claimed or used by Parent, Buyer Parent or the Group CompaniesCompany. Absent the consent of the SellerSeller Representative, none of Parent, Buyer neither Parent nor any Group the Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Parent or any Group the Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Parent or a Group the Company, on the one hand, and a third party other than (and unaffiliated with) the SellerParticipating Securityholders and the Seller Representative, on the other hand, after the Closing, then the Group Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer Parent and the Group Companies Company may not waive such privilege without the prior written consent of the SellerSeller Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the Transaction Documents or the Transactions, (ii) communications among any of the Company Stockholders, the Seller Representative or the Company, on the one hand, and any Person other than Cooley or the Company’s other legal counsel, on the other hand, or (iii) any post-Closing communications between the Company and Cooley and its other legal counsel.

Attorney-Client Privilege. Parent, Buyer, Buyer and Seller and the Group Companies agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Group Companies Acquired Company in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including the Sale, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller, and not by Parent, Buyer or any Group the Acquired Company, following the Closing, and may be waived only by the Seller, and not any Group the Acquired Company, and shall not pass to or be claimed or used by Parent, Buyer or the Group CompaniesAcquired Company. Absent the consent of the Seller, none of Parent, neither Buyer nor any Group the Acquired Company shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer or any Group the Acquired Company accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller with respect to the related privilege or protection. Notwithstanding the foregoing, if If a dispute arises between Parent, Buyer or a Group the Acquired Company, on the one hand, and a third party other than (and unaffiliated with) the Seller, on the other hand, after the Closing, then the Group Acquired Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Parent, Buyer and the Group Companies Acquired Company may not waive such privilege without the prior written consent of the Seller.

Attorney-Client Privilege. Parent, Buyer, Seller Parent and the Group Companies Surviving Corporation agree that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external applicable to communications prior to the Closing between Cxxxxx and the Company and its Affiliates or internal) representation of the Group Companies agents in connection with the Contemplated Transactions, and all information and documents covered transactions contemplated by such privilege or protection this Agreement (the “Covered MaterialsCommunications”), shall belong to and be controlled by the SellerRepresentative, and not by Parent, Buyer or any Group Companythe Surviving Corporation, following the Closing, and may be waived only by the SellerRepresentative, and not any Group Companythe Surviving Corporation, and shall not pass to or be claimed or used by Parent, Buyer Parent or the Group CompaniesSurviving Corporation. Absent the consent of the SellerRepresentative, none of Parent, Buyer neither Parent nor any Group Company the Surviving Corporation shall have a right to access the Covered Materials Communications following the Closing and, in the event Parent, Buyer Parent or any Group Company accesses the Surviving Corporation access Covered Materials Communications in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Parent or a Group Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the SellerRepresentative, on the other hand, after the Closing, then the Group Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure of such Covered Communications to such Covered Materialsthird party; and provided, further, that Parent, Buyer Parent and the Group Companies Surviving Corporation may not waive such privilege without the prior written consent of the SellerRepresentative (such consent not to be unreasonably conditioned, delayed or withheld). Notwithstanding anything to the contrary herein, in the event that the position of Representative becomes vacant and prior thereto the Representative and Company Securityholders have not reached an effective agreement as to the allocation of rights pertaining to the attorney-client privilege, attorney work-product protection, and the expectation of client confidence applicable to the Covered Communications, all such rights shall revert to the Company Securityholders.

Attorney-Client Privilege. Parent, Buyer, Seller and Each of the Group Companies agree parties hereto agrees that any attorney-client privilege, attorney work-product protection, and the expectation of client confidence attaching as a result of counsel’s (whether external or internal) representation of each member of the Group Companies Company in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the SellerHolder Representative, and not by Parent, Buyer or any Group Companythe Surviving Entity, following the Closing, and may be waived only by the SellerHolder Representative, and not any Group Companythe Surviving Entity, and shall not pass to or be claimed or used by Parent, Buyer Acquiror or the Group CompaniesSurviving Entity. Absent the consent of the SellerHolder Representative, none of Parent, Buyer neither Acquiror nor any Group Company the Surviving Entity shall have a right to access the Covered Materials following the Closing and, in the event Parent, Buyer Acquiror or any Group Company accesses the Surviving Entity access Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Holder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Parent, Buyer Acquiror or a Group Companythe Surviving Entity, on the one hand, and a third party other than (and unaffiliated with) any member of the SellerCompany Group, any holder of Units, and the Holder Representative, on the other hand, after the Closing, then the Group Company Surviving Entity may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, furtherhowever, that Parent, Buyer Acquiror and the Group Companies Surviving Entity may not waive such privilege without the prior written consent of the SellerHolder Representative.