Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Buyer, the Company Stockholders, and the 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 Company in connection with the transactions contemplated hereby, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller Representative, and not by the Buyer, Merger Sub or any Target Company, following the Closing, and may be waived only by the Seller Representative, and not any Target Company, and shall not pass to or be claimed or used by Buyer, Merger Sub, or the Target Companies. Absent the consent of the Seller Representative, neither Buyer, nor Merger Sub nor any Target Company shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, or any 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 Buyer, Merger Sub, or any Target Company, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders and the Seller Representative on the other hand, after the Closing, then the Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Buyer and the Target Companies may not waive such privilege without the prior written consent of the Seller Representative.

Attorney-Client Privilege. BuyerIt is acknowledged by each of the parties hereto that Xxxxxxx & Xxxx, S.C. (“Counsel”) has represented the Shareholders, the Company StockholdersSeller and PPPI in connection with the transactions contemplated by this Agreement. PSI, PPPI, the Seller and the Target 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 Company Shareholders, the Seller or PPPI in connection with the transactions contemplated herebyby 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 Representative, and not by the Buyer, Merger Sub or any Target Company, following the Closing, Shareholders and may be waived only by the Seller Representative, and not any Target CompanyPPPI, and shall not pass to or be claimed or used by Buyer, Merger Sub, PSI or the Target Companies. Absent the consent of the Seller Representative, neither Buyer, nor Merger Sub nor any Target Company shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, or any 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 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 BuyerPSI, Merger Sub, PPPI or any Target Company, on the one hand, of its Subsidiaries and a third party (other than (and unaffiliated witha party to this Agreement or any of such party’s Affiliates) the Company Stockholders and the Seller Representative on the other hand, after the Closing, then the 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 Buyer and the Target Companies may not waive such privilege without the prior written consent of the Seller Representativethird party.

Attorney-Client Privilege. Buyer, Each of the Company Stockholders, and the Target 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 in connection with the transactions contemplated herebyby 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 Seller Holder Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Entity, following the Closing, and may be waived only by the Seller Holder Representative, and not any Target Companythe Surviving Entity, and shall not pass to or be claimed or used by Buyer, Merger Sub, Acquiror or the Target CompaniesSurviving Entity. Absent the consent of the Seller Holder Representative, neither Buyer, Acquiror nor Merger Sub nor any Target Company the Surviving Entity shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Acquiror or any Target 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 Buyer, Merger Sub, Acquiror or any Target Companythe Surviving Entity, on the one hand, and a third party other than (and unaffiliated with) any member of the Company Stockholders Group, any holder of Units, any Blocker Seller and the Seller Representative Holder Representative, on the other hand, after the Closing, then (i) where any of such items are relevant, the 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 Buyer Acquiror and the Target Companies Surviving Entity may not waive such privilege without the prior written consent of the Seller Holder Representative.

Attorney-Client Privilege. Buyer, Buyer and the Company Stockholders, and the 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 Company in connection with the transactions contemplated hereby, Merger and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller Stockholder Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Corporation, following the Closing, and may be waived only by the Seller Stockholder Representative, and not any Target Companythe Surviving Corporation, and shall not pass to or be claimed or used by Buyer, Merger Sub, Buyer or the Target CompaniesSurviving Corporation. Absent the consent of the Seller RepresentativeStockholder Representative (such consent not to be unreasonably withheld, conditioned or delayed), neither Buyer, Buyer nor Merger Sub nor any Target Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Buyer or any Target 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 Buyer, Merger Sub, Buyer or any Target Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders and the Seller Representative Stockholder Representative, on the other hand, after the Closing, then the Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to of any such Covered Materials; and provided, further, that Buyer and the Target Companies Surviving Corporation may not waive such privilege without the prior written consent of the Seller Stockholder Representative.

Attorney-Client Privilege. Buyer, The Buyer and the Company Stockholders, and the 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 Company in connection with the transactions contemplated hereby, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller Company Equityholder Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Entity, following the Closing, and may be waived only by the Seller Company Equityholder Representative, and not any Target Companythe Surviving Entity, and shall not pass to or be claimed or used by Buyer, Merger Sub, the Buyer or the Target CompaniesSurviving Entity. Absent the consent of the Seller Company Equityholder Representative, neither Buyer, the Buyer nor Merger Sub nor any Target Company the Surviving Entity shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, the Buyer or any Target Company the Surviving Entity accesses Covered Materials in violation of this sentence, such access will not waive or otherwise affect the rights of the Seller Company Equityholder Representative with respect to the related privilege or protection. Notwithstanding the foregoing, if a dispute arises between Buyer, Merger Sub, the Buyer or any Target Companythe Surviving Entity, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders Equityholders and the Seller Representative Company Equityholder Representative, on the other hand, after the Closing, then the Company Surviving Entity may assert such attorney-client privilege to prevent disclosure to of such Covered Materials; and provided, further, that the Buyer and the Target Companies Surviving Entity may not waive such privilege without the prior written consent of the Seller RepresentativeCompany Equityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). The parties acknowledge and agree that this Section 8.13 shall not limit or otherwise prohibit the Buyer’s ability to (a) compel discovery of information that is not subject to an attorney-client privilege in the event that such information is relevant to a dispute that arises after the Closing, (ii) in the event that the Buyer or the Surviving Entity receives a subpoena or other discovery request pursuant to Law that calls for the search for, or of, documents that may include Covered Materials, comply with its legal obligations, and (iii) in the event that a dispute arises between the Buyer or the Surviving Entity and a third party other than a party to this Agreement following the Closing, the Buyer and/or the Surviving Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Cooley.

Attorney-Client Privilege. BuyerParent, Participating Securityholders and the Company Stockholders, and the 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 Company in connection with the transactions contemplated herebyTransactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller Representative, and not by the Buyer, Merger Sub Parent or any Target the Company, following the Closing, and may be waived only by the Seller Representative, and not any Target the Company, and shall not pass to or be claimed 68. or used by Buyer, Merger Sub, Parent or the Target CompaniesCompany. Absent the consent of the Seller Representative, neither Buyer, Parent nor Merger Sub nor any Target the Company shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Parent or any Target 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 Buyer, Merger Sub, Parent or any Target the Company, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders Participating Securityholders and the Seller Representative Representative, on the other hand, after the Closing, then the Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Buyer Parent and the Target Companies Company may not waive such privilege without the prior written consent of the Seller 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, the Company Stockholders, Seller and the Target 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 Company Group Companies in connection with the transactions contemplated herebyContemplated Transactions, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall belong to and be controlled by the Seller RepresentativeSeller, and not by the BuyerParent, Merger Sub Buyer or any Target Group Company, following the Closing, and may be waived only by the Seller RepresentativeSeller, and not any Target Group Company, and shall not pass to or be claimed or used by BuyerParent, Merger Sub, Buyer or the Target Group Companies. Absent the consent of the Seller RepresentativeSeller, neither Buyernone of Parent, nor Merger Sub Buyer nor any Target Group Company shall have a right to access the Covered Materials following the Closing and, in the event BuyerParent, Merger Sub, Buyer or any Target Group 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 BuyerParent, Merger Sub, Buyer or any Target a Group Company, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders and the Seller Representative 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 Target Group Companies may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Attorney-Client Privilege. Buyer, the Company Stockholders, Buyer and the Target Companies Seller 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 Acquired Company in connection with the transactions contemplated herebyby 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 RepresentativeSeller, and not by the Buyer, Merger Sub or any Target Acquired Company, following the Closing, and may be waived only by the Seller RepresentativeSeller, and not any Target the Acquired Company, and shall not pass to or be claimed or used by Buyer, Merger Sub, Buyer or the Target CompaniesAcquired Company. Absent the consent of the Seller RepresentativeSeller, neither Buyer, Buyer nor Merger Sub nor any Target the Acquired Company shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Buyer or any Target the Acquired 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 If a dispute arises between Buyer, Merger Sub, Buyer or any Target the Acquired Company, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders and the Seller Representative Seller, on the other hand, after the Closing, then the Acquired Company may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Buyer and the Target Companies Acquired Company may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Attorney-Client Privilege. Buyer, Each of the Company Stockholders, and the Target 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 Company in connection with the transactions contemplated herebyby 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 Seller Holder Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Entity, following the Closing, and may be waived only by the Seller Holder Representative, and not any Target Companythe Surviving Entity, and shall not pass to or be claimed or used by Buyer, Merger Sub, Acquiror or the Target CompaniesSurviving Entity. Absent the consent of the Seller Holder Representative, neither Buyer, Acquiror nor Merger Sub nor any Target Company the Surviving Entity shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Acquiror or any Target 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 Buyer, Merger Sub, Acquiror or any Target Companythe Surviving Entity, on the one hand, and a third party other than (and unaffiliated with) any member of the Company Stockholders Group, any holder of Units, and the Seller Representative Holder Representative, on the other hand, after the Closing, then the Company Surviving Entity may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, furtherhowever, that Buyer Acquiror and the Target Companies Surviving Entity may not waive such privilege without the prior written consent of the Seller Holder Representative.

Attorney-Client Privilege. Buyer, Parent and the Company Stockholders, and the 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 Company prior to the Closing and in connection with the transactions contemplated herebyby 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 Seller Securityholders’ Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Corporation, following the Closing, and may be waived only by the Seller Securityholders’ Representative, and not any Target Companythe Surviving Corporation, and shall not pass to or be claimed or used by Buyer, Merger Sub, Parent or the Target CompaniesSurviving Corporation. Absent the consent of the Seller Securityholders’ Representative, neither Buyer, Parent nor Merger Sub nor any Target Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Parent or any Target 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 Buyer, Merger Sub, Parent or any Target Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders Participating Securityholders and the Seller Representative Securityholders’ Representative, on the other hand, after the Closing, then the Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, further, that Buyer Parent and the Target Companies Surviving Corporation may not waive such privilege without the prior written consent of the Seller Securityholders’ Representative.

Attorney-Client Privilege. BuyerRecognizing that Xxxxxx & Xxxxxxx LLP (“Latham”) has acted as legal counsel to Seller and the Company, and that such law firm intends to act as legal counsel to Seller and its Affiliates (other than the Company) after the consummation of the Closing, Buyer agrees, as to all communications among Latham, the Company Stockholdersand/or Seller or their respective representatives that (i) relate to the period prior to the consummation of the Closing or (ii) otherwise relate to the negotiations of, and or the Target Companies agree transactions contemplated by, this Agreement, that any the attorney-client privilege, attorney work-the work product protectionprivilege, and the expectation of client confidence attaching as a result of counsel’s (whether external and any other legal privileges or internal) representation of the Company in connection with the transactions contemplated hereby, and all information and documents covered by such privilege or protection (the “Covered Materials”), shall immunities belong to Seller and its Affiliates and may be controlled by the Seller Representative, and not by the Buyer, Merger Sub or any Target Company, following the Closing, and may be waived only by the Seller Representative, and not any Target Company, its Affiliates and shall not pass to or be claimed or used by Buyer, Merger Sub, the Company or the Target Companies. Absent the consent any of the Seller Representative, neither their respective Affiliates or Subsidiaries or be waived by Buyer, nor Merger Sub nor the Company or any Target Company shall have a right to access of their respective Affiliates or Subsidiaries. Seller and its Affiliates may assert the Covered Materials following attorney-client privilege, the Closing andwork product privilege, in the event expectation of client confidence and any other legal privilege or immunity against Buyer, Merger Sub, the Company or any Target Company accesses Covered Materials in violation of this sentence, such access will not waive their respective Affiliates or otherwise affect the rights of the Seller Representative with respect Subsidiaries to the related privilege or protectionfullest extent permitted by applicable Law. Notwithstanding the foregoing, if in the event that a dispute arises between Buyer, Merger Sub, the Company or any Target Company, on the one hand, of their respective Subsidiaries or Affiliates and a third party (other than (and unaffiliated witha party to this Agreement or any of its Affiliates) the Company Stockholders and the Seller Representative on the other hand, after the Closing, then the Company may assert such the attorney-client privilege, the 84 work product privilege or any other applicable privilege or immunity from disclosure to prevent disclosure of confidential communications by Latham to such Covered Materialsthird party; and provided, further, provided that Buyer and neither the Target Companies Company nor any of its Affiliates may not waive such privilege without the prior written consent of the Seller RepresentativeSeller.

Attorney-Client Privilege. Buyer, Each of the Company Stockholders, and the Target 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 Company each constituent of Island in connection with the transactions contemplated herebyby 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 Seller Stockholder Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Corporation, following the Closing, and may be waived only by the Seller Stockholder Representative, and not any Target Companythe Surviving Corporation, and shall not pass to or be claimed or used by Buyer, Merger Sub, the Company or the Target CompaniesSurviving Corporation. Absent the consent of the Seller RepresentativeStockholder Representative or as compelled by legal process, neither Buyer, the Company nor Merger Sub nor any Target Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, the Company or any Target 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 Buyer, Merger Sub, the Company or any Target Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders Island and the Seller Representative Island Subsidiaries, any holder of Island Capital Stock, and the Stockholder Representative, on the other hand, after the Closing, then the Company Surviving Corporation may assert such attorney-client privilege to prevent disclosure to such Covered Materials; and provided, furtherhowever, that Buyer the Company and the Target Companies Surviving Corporation may not waive such privilege without the prior written consent of the Seller Stockholder Representative.

Attorney-Client Privilege. BuyerFibroGen and Fortis agree that all communications between Fortis or the Sellers, on the Company Stockholdersone hand, and Cooley, on the Target Companies agree that any attorney-client privilegeother hand, attorney work-product protectionrelating to the negotiation, preparation, execution and delivery of this Agreement and the expectation consummation of client confidence attaching as a result of counsel’s (whether external or internal) representation of the Company in connection with the transactions contemplated hereby, and all information and documents covered by such privilege or protection hereby (the “Covered Materials”), shall belong to and be controlled by the Seller Sellers’ Representative, and not by the Buyer, Merger Sub or any Target CompanySurviving Corporation, following the Closing, and may be waived only by the Seller Sellers’ Representative, and not any Target Companythe Surviving Corporation, and shall not pass to or be claimed or used by Buyer, Merger Sub, FibroGen or the Target CompaniesSurviving Corporation. Absent the consent of the Seller Sellers’ Representative, neither Buyer, FibroGen nor Merger Sub nor any Target Company the Surviving Corporation shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, FibroGen or any Target 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 Buyer, Merger Sub, FibroGen or any Target Companythe Surviving Corporation, on the one hand, and a third party other than (and unaffiliated with) the Company Stockholders Sellers and the Seller Representative Sellers’ Representative, on the other hand, after the Closing, then the 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 Buyer and (ii) would likely cause competitive harm to the Target Companies may not waive such privilege without the prior written consent of the Seller Representative.company if publicly disclosed. 129433662_24

Attorney-Client Privilege. BuyerBuyer acknowledges and agrees, on its own behalf and on behalf of the Company StockholdersCompanies (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 Target 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 Company in connection with the transactions contemplated hereby, 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 Representative, and not by the Buyer, Merger Sub or any Target Company, following the Closing, and may be waived only by the Seller Representative, and not any Target Company, and shall not pass to or be claimed or used by Buyer, Merger Sub, or the Target Companies. Absent the consent of the Seller Representative, neither Buyer, nor Merger Sub nor any Target Company shall have a right to access the Covered Materials following the Closing and, in the event Buyer, Merger Sub, Buyer or any 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 protectionits Affiliates. Notwithstanding the foregoing, if in the event that a dispute arises between Buyer, Merger Sub, Buyer (or any Target Company, on the one hand, of its Affiliates) and a third party other than (and unaffiliated with) the Company Stockholders and the Seller Representative on the other hand, a Party after the Closing, then the 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 neither the Buyer and the Target Companies nor any of its Affiliates may not waive such privilege without the prior written consent of the Seller Representative(not to be unreasonably withheld, conditions or delayed).