Common use of Attorney-Client Privilege Clause in Contracts

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the MergerClosing, Acquiror Buyer and the Company agree that neither the Company nor Acquiror Buyer shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing communications)Subsidiaries, on one hand, and its Seller’s and the Company’s legal counsel, the Firmincluding, on the other handfor clarity, DLA Piper LLP (US) and Seller’s internal legal counsel (collectively, “Legal Counsel”), to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements other Transaction Documents or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders Seller shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing; provided, that Seller shall not waive such attorney/client privilege without consent of Buyer other than to the extent appropriate in connection with the enforcement or defense of its rights or obligations existing under this Agreement and the other Transaction Documents. The files generated and maintained by the Firm Legal Counsel as a result of the FirmLegal Counsel’s representation of Seller, the Company Securityholders and the Company Subsidiaries in connection with this Agreement or any of the ancillary agreements other Transaction Documents or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of Seller. Notwithstanding the foregoing, in the event a dispute arises between Buyer, the Company Securityholders or any Company Subsidiary and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any a Person other than Seller or its Affiliates after the FirmClosing, on the other hand, or (iii) any post-closing communications between the Company and may assert the Firm or any other legal counselattorney/client privilege to prevent disclosure of confidential communications by Legal Counsel to such Person.

Attorney-Client Privilege. Notwithstanding the MergerClosing, Acquiror Purchaser and the Company agree that neither the Company nor Acquiror Purchaser shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders Stockholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm[***], on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders Stockholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm [***] as a result of the Firm’s [***] representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Stockholders and shall be segregated from the Firm’s [***] files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Stockholders only by the SecurityholdersStockholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders Stockholders or the Company, on the one hand, and any Person other than the Firm[***], on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm [***] or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Indemnifying Parties or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, solely to the extent that the privileged communications relate to the negotiation, preparation, execution and delivery of this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyagreements. The parties agree that only the Indemnifying Parties’ Agent, on behalf of the Company Securityholders Indemnifying Parties, shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by counsel to the Firm Company as a result of the Firm’s its representation of the Company Securityholders and the Company in connection with the negotiation, preparation, execution and delivery of this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Indemnifying Parties’ Agent, on behalf of the Company Securityholders Indemnifying Parties, and shall be segregated from the Firm’s other legal files related to all other elements of its representation of the Company prior to the Closing (which shall remain become the property of the CompanySurviving Corporation upon consummation of the Closing). The attorney-client privilege may be waived on behalf of the Company Securityholders Indemnifying Parties only by the SecurityholdersIndemnifying Parties’ RepresentativeAgent. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any All communications other than those described above as exclusively the property of the ancillary agreements or the transactions contemplated hereby and therebyIndemnifying Parties’ Agent, (ii) communications between on behalf of the Company Securityholders or Indemnifying Parties, shall pass to the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counselSurviving Corporation.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror The Purchaser and the Company agree that neither the Company nor Acquiror the Purchaser shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Sellers or the Company (for the Company, only with respect to pre-closing Closing Date communications), on the one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate solely to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders Sellers’ Representative, acting on behalf of the Sellers, shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the ClosingClosing Date. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection solely with respect to with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Sellers and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing Date (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Sellers only by the SecurityholdersSellers’ Representative. The foregoing shall not extend to (ia) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and therebyhereby, (iib) communications between the Company Securityholders Sellers or the Company, on the one hand, and any Person other than the Firm, on the other handhand regardless of whether the Firm was provided a copy, or (iiic) any post-closing Closing Date communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror Parent and the Company agree that neither the Company nor Acquiror Parent shall have the right to assert the attorney-client privilege as to pre-closing Closing and post-closing Closing communications between the Company Securityholders Equityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on the one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders Equityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Equityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Equityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders Equityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror Parent and the Company agree that neither the Company nor Acquiror Parent shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements Ancillary Agreements or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements Ancillary Agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements Ancillary Agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and therebyhereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and therebyhereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.

Attorney-Client Privilege. Notwithstanding the MergerRecognizing that Wxxxxxxxx Bxxxxx Kxxxxx, Acquiror and the Company agree that neither the Company nor Acquiror shall have the right LLP (“WBK”) has acted as legal counsel to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders or the Company (for the Company, only with respect to pre-closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain Closing, and that WBK may act as legal counsel to the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements Sellers after the Closing, Purchaser hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with WBK representing any of the Sellers after the Closing as such representation may relate to the Company or the transactions contemplated hereby and therebyby this Agreement. In addition, (ii) all communications involving attorney-client confidences between the Company Securityholders or and the CompanySellers, on the one hand, and any Person other than the FirmWBK, on the other hand, or (iii) any postrelating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement shall be deemed to be attorney-closing communications between client confidences that belong solely to Sellers. Accordingly, following the Closing, the Company shall not have access to any such communications or to the files of WBK relating to such engagement from and after the Closing. Notwithstanding the foregoing, the Company is not waiving any attorney-client privilege (including relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement) in connection with any third-party litigation, and the Firm foregoing shall not limit or otherwise affect Purchaser’s right to cause the Company to assert any attorney-client privilege with respect to any communication referred to in this Section 10.13 against any Person other legal counselthan any Seller.

Attorney-Client Privilege. Notwithstanding the MergerIn any dispute or proceeding arising under or in connection with this Agreement, Acquiror and the Company agree that neither the Company nor Acquiror Sellers shall have the right right, at its election, to assert retain the attorney-client privilege as firm of Xxxxxx & Bird LLP to pre-closing represent it in such matter, and post-closing communications between Buyer, for itself and for its successors and assigns, hereby irrevocably waives, and shall cause the Company Securityholders to waive, any objection and consent to any such representation in any such matter. Buyer acknowledges that the foregoing provision shall apply whether or not Xxxxxx & Bird LLP provides legal services to the Company (after the Closing Date. Buyer, for itself and its successors and assigns, hereby irrevocably acknowledges and agrees that all communications among the Company, only with respect to pre-closing communications), on one hand, Sellers and its their counsel, including Xxxxxx & Bird LLP, made in connection with the Firmnegotiation, on the other handpreparation, to the extent that the privileged communications relate to execution, delivery and closing under, or any dispute or proceeding arising under or in connection with, this Agreement or any other agreement contemplated hereby, or any matter relating to any of the ancillary agreements foregoing, are privileged communications among the Company, Sellers and such counsel and after closing, the privilege shall remain within the exclusive control of Seller. Neither Buyer, the Company, nor any Person purporting to act on behalf of or through the Buyer or the Company will seek to obtain the same by any process. In addition, if the transactions contemplated hereby and thereby. The parties agree that only the Company Securityholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result this Agreement are consummated, all of the FirmCompany’s representation privileged records related to such transactions will become property of the Company Securityholders (and be controlled by) Sellers, and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders only by the Securityholders’ Representative. The foregoing shall not extend retain any copies of such records or have any access to (i) any communication unrelated them. Xxxxxx & Bird LLP is an intended beneficiary of this Section 12.18 and is entitled to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and thereby, (ii) communications between the Company Securityholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing communications between the Company and the Firm or any other legal counselspecifically enforce such provision.

Attorney-Client Privilege. Notwithstanding the Merger, Acquiror Parent and the Company agree that neither the Company nor Acquiror Parent shall have the right to assert the attorney-client privilege as to pre-closing and post-closing communications between the Company Securityholders Stockholders or the Company (for the Company, only with respect to pre-closing Closing communications), on one hand, and its counsel, the Firm, on the other hand, to the extent that the privileged communications relate to this Agreement or any of the ancillary agreements or to the transactions contemplated hereby and or thereby. The parties agree that only the Company Securityholders Stockholders shall be entitled to assert or waive such attorney-client privilege in connection with such communications following the Closing. The files generated and maintained by the Firm as a result of the Firm’s representation of the Company Securityholders and the Company in connection with this Agreement or any of the ancillary agreements or any of the transactions contemplated hereby or thereby shall be and become the exclusive property of the Company Securityholders Stockholders and shall be segregated from the Firm’s files related to all other elements of its representation of the Company prior to the Closing (which shall remain the property of the Company). The attorney-client privilege may be waived on behalf of the Company Securityholders Stockholders only by the Securityholders’ Representative. The foregoing shall not extend to (i) any communication unrelated to this Agreement, any of the ancillary agreements or the transactions contemplated hereby and or thereby, (ii) communications between the Company Securityholders Stockholders or the Company, on the one hand, and any Person other than the Firm, on the other hand, or (iii) any post-closing Closing communications between the Company and the Firm or any other legal counsel.