Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing.

Conflicts and Privilege. It is acknowledged by each of the parties Parties hereto that Gibco the Seller and AB the Company have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Xxxxxx Kraft & Xxxx Ltd. Ltd (“NKF”) and Xxxxxxxx Chance LLP (collectively“CC”), and together with STB, Darrois and NKF, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto Parties recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto Parties agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the Parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto Parties agree that (a) the Company Buyer shall not, and from and after the Second Step Closing shall cause AB not tothe Company to not, seek to have any Existing Counsel disqualified from representing Gibco the Seller or AB (prior to the Second Step Closing only) the Company or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco the Seller or AB the Company or any member of the AB Group, on the one hand, and Walgreensthe Buyer, on the other hand hand, or, from and after the Second Step Closing, Walgreens the Buyer or AB the Company or any member of the AB Group Group, on the one hand, and Gibcothe Seller, on the other hand, Gibco the Seller and its Affiliates involved in such dispute (and not AB the Company or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibcothe Seller, AB the Company or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closing.

Conflicts and Privilege. It is acknowledged by each Each of the parties Parties hereto acknowledges and agrees that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx Procter LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselXxxxxxx”) to act has acted as counsel to the Company Entities, their Subsidiaries and the Seller in connection with the transactions contemplated hereby and otherwise. All negotiation of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any and consummation of the transactions contemplated hereunder in whole hereby. The Purchaser hereby consents and agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in part connection with, and (b) agrees to cause the Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any conflict of interest arising from or in connection with, Xxxxxxx representing the Seller after the Closing, including with any dispute that respect to disputes in which the interests of the Seller may arise, prior be directly adverse to the Second Step Purchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, on behalf of itself and, after the Closing, on behalf of the Company Entities and their Subsidiaries, that all communications in any form or format whatsoever between Gibco or AB among any of Xxxxxxx, the Seller, the Company Entities and/or any of their Subsidiaries, or any member of their respective directors, officers, employees or other representatives that relate in any way to the negotiation, documentation and consummation of the AB GroupTransaction (collectively, the “Deal Communications”) shall be deemed to be retained and owned by Seller, shall be controlled by Seller, and shall not pass to or be claimed by the Purchaser, the Company Entities or any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any Company Entity or a Subsidiary, on the one hand, and Walgreensa third party other than the Seller, on the other hand orhand, from and after the Second Step ClosingPurchaser, Walgreens the Company Entities or AB the Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that none of the Purchaser, the Company Entities or any member Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the AB Group Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients, only Seller shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and Gibcoany Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, Gibco and its Affiliates involved in such dispute that it will cause the Company Entities and their Subsidiaries not to, (and not AB i) intentionally access or use the Privileged Deal Communications, including by way of review of any member of electronic data, communications or other information, or by seeking to have Seller waive the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege that may apply or (ii) seek to obtain the Privileged Deal Communications from Xxxxxxx. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any communications between GibcoPrivileged Deal Communications. Seller acknowledges and agree that, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior except as otherwise set forth above relating to the Second Step Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall have full rights with respect thereto.

Conflicts and Privilege. It is acknowledged by each (a) Each of the parties hereto that Gibco acknowledges and AB have retained agrees, on its own behalf and on behalf of its Representatives and Affiliates, that: (i) Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, in connection with the transactions contemplated hereby negotiation, preparation, execution and otherwise. All delivery of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing this Agreement and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any consummation of the transactions contemplated hereunder in whole hereby. Parent and Acquiror agree, and shall cause the Acquired Companies to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Companies by Xxxxxx & Whitney LLP shall not preclude Xxxxxx & Xxxxxxx LLP (or in part any successor) from serving as counsel to the Transferor and its Representatives and Affiliates (bother than the Acquired Companies) in connection with any dispute that may ariselitigation, prior claim or obligation arising out of or relating to this Agreement or the Second Step Closingtransactions contemplated hereby; and (ii) Parent and Acquiror shall not, between Gibco and shall cause the Acquired Companies not to, seek or AB have Xxxxxx & Whitney LLP (or any member successor) disqualified from any such representation based on the prior representation of the AB GroupAcquired Companies by Xxxxxx & Xxxxxxx LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which Xxxxxx & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliates, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and GibcoXxxxxx & Xxxxxxx LLP, on the other hand, Gibco relating to the negotiation, preparation, execution and its Affiliates involved delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to Transferor and shall not pass to or be claimed by Parent, Acquiror or the Acquired Companies. Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of Xxxxxx & Whitney LLP (or any successor) relating to such engagement from and after the Closing and may not use or rely on any Privileged Communications in such dispute any claim, dispute, action, suit or proceeding against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality of the foregoing, from and after the Closing, (i) Transferor (and not AB Parent, Acquiror or the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of Xxxxxx & Xxxxxxx LLP (or any member successor) in respect of such engagement constitute property of the AB Groupclient, only Transferor (and not Parent, Acquiror or the Acquired Companies) will shall hold such property rights and (iii) Xxxxxx & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Parent, Acquiror or the sole and exclusive right to decide whether or not to waive Acquired Companies by reason of any attorney-client relationship between or other applicable privilege that may apply to any communications between Gibco, AB among Xxxxxx & Xxxxxxx LLP (or any other member of the AB Group successor) and any Existing Counsel that occurred on Acquired Companies or otherwise. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, Xxxxxx & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior to the Second Step Closingwritten consent of Xxxxxx & Xxxxxxx LLP.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco ACAS, ACEI, ACEII, the Company and AB the Representative have retained Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxx LLP (“STBPB”), Darrois Villey Maillot Brochier AARPI ) and Xxxxxx & Xxxxxx LLP (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselAP”) to act as their counsel in connection with the transactions contemplated hereby and otherwise. All that neither PB nor AP has acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties hereto recognize has the community status of a client of PB or AP for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that exists a dispute arises after the Closing between Parent, the Company, ACAS, ACEI, ACEII or the Representative, PB or AP may represent ACAS, ACEI, ACEII or the Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Representative may be directly adverse to Parent, the other Stockholders, the Company or its Subsidiaries, provided, that PB or AP, as applicable, has not represented and will continue is not then currently representing the Company or its Subsidiaries in a matter related to exist until the First Step Closing such dispute. Parent further agrees that, as to all communications among PB or AP and the Second Step ClosingCompany, and any Subsidiary of the parties hereto agree Company, ACAS, ACEI, ACEII and/or the Representative that such community of interest should continue primarily relate to be recognized after each respective date thereof. To the extent that any material subject to transactions contemplated by this Agreement, the attorney-client privilegeprivilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior than a party to or this Agreement after the date hereofClosing, it is the desire, intention and mutual understanding of Company or such Subsidiary may assert the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client privilege to prevent disclosure of confidential communications by PB or any other applicable legal privilege. SpecificallyAP to such third party; provided, the parties hereto agree however, that (a) neither the Company nor such Subsidiary may waive such privilege without the prior written consent of PB or AP, as applicable, which consent shall notnot be unreasonably withheld, conditioned or delayed. Each of PB and from AP is an intended third party beneficiary of this Section 9.4 and after the Second Step Closing shall cause AB not to, seek be entitled to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, rely on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closingprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and AB the Companies have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”)Wachtell, Darrois Villey Maillot Brochier AARPI (“Darrois”)Lipton, Xxxxxxxx Kraft Xxxxx & Xxxx Ltd. and Xxxxxxxx Chance LLP Xxxxxx Xxxxxx PLLC (collectivelytogether, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of with respect to other matters occurring prior to or after the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereofhereof. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB GroupCompanies, has been shared between them, whether prior to or after the date hereof, it is the parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company Parent and Purchaser shall not, and from and after the Second Step Closing shall cause AB not tothe Companies to not, seek to have any Existing Counsel disqualified from representing Gibco Seller or AB or any member of (prior to the AB Group Closing only) the Companies in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part part, and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB Seller or any member of the AB GroupCompanies, on the one hand, and WalgreensParent or Purchaser, on the other hand hand, or, from and after the Second Step Closing, Walgreens Parent, Purchaser or AB or any member of the AB Group Companies, on the one hand, and GibcoSeller, on the other hand, Gibco and its Affiliates involved in such dispute Seller (and not AB or any member of the AB GroupCompanies) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB Seller or any other member of the AB Group Companies and any Existing Counsel that occurred on or prior to the Second Step Closing.. Except with respect to any existing or pending litigation or administrative proceedings, or any internal investigations relating to circumstances that could result in either of the foregoing, for which the parties shall cooperate in good faith to share attorney-client privilege, upon and after the Closing, (i) Seller and its Affiliates (and not the Companies) shall be the sole holders of the attorney-client and any other applicable legal privilege with respect to the engagement of Existing Counsel, and none of the Companies shall be a holder thereof, (ii) to the extent that files of Existing Counsel constitute property of the client, only Seller and its Affiliates (and not the Companies) shall hold such property rights, and (iii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Companies by reason of any attorney-client relationship between Existing Counsel and any of the Companies or otherwise. [Remainder of page intentionally left blank]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and AB the Companies have retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”)Wachtell, Darrois Villey Maillot Brochier AARPI (“Darrois”)Lipton, Xxxxxxxx Kraft Xxxxx & Xxxx Ltd. and Xxxxxxxx Chance LLP Xxxxxx Xxxxxx PLLC (collectivelytogether, the “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All with respect to other matters occurring prior to or after the date of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereofOriginal Agreement. To the extent that any material subject to the attorney-client privilege, privilege or any other applicable legal privilege, as regards Gibco or the AB GroupCompanies, has been shared between them, whether prior to or after the date hereofof the Original Agreement, it is the parties’ desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company Parent and Purchaser shall not, and from and after the Second Step Closing shall cause AB not tothe Companies to not, seek to have any Existing Counsel disqualified from representing Gibco Seller or AB or any member of (prior to the AB Group Closing only) the Companies in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part part, and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB Seller or any member of the AB GroupCompanies, on the one hand, and WalgreensParent or Purchaser, on the other hand hand, or, from and after the Second Step Closing, Walgreens Parent, Purchaser or AB or any member of the AB Group Companies, on the one hand, and GibcoSeller, on the other hand, Gibco and its Affiliates involved in such dispute Seller (and not AB or any member of the AB GroupCompanies) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB Seller or any other member of the AB Group Companies and any Existing Counsel that occurred on or prior to the Second Step Closing.. Except with respect to any existing or pending litigation or administrative proceedings, or any internal investigations relating to circumstances that could result in either of the foregoing, for which the parties shall cooperate in good faith to share attorney-client privilege, upon and after the Closing, (i) Seller and its Affiliates (and not the Companies) shall be the sole holders of the attorney-client and any other applicable legal privilege with respect to the engagement of Existing Counsel, and none of the Companies shall be a holder thereof, (ii) to the extent that files of Existing Counsel constitute property of the client, only Seller and its Affiliates (and not the Companies) shall hold such property rights, and (iii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Companies by reason of any attorney-client relationship between Existing Counsel and any of the Companies or otherwise. [Remainder of page intentionally left blank]

Conflicts and Privilege. It is acknowledged by each Each of the parties Parties hereto acknowledges and agrees that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxxxx Procter LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselXxxxxxx”) to act has acted as counsel to the Company Entities, their Subsidiaries and the Seller in connection with the transactions contemplated hereby and otherwise. All negotiation of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any and consummation of the transactions contemplated hereunder in whole hereby. The Purchaser hereby consents and agrees to, and irrevocably waives and agrees not to assert any conflict of interest arising from or in part connection with, and (b) agrees to cause the Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any conflict of interest arising from or in connection with, Xxxxxxx representing the Seller after the Closing, including with any dispute that respect to disputes in which the interests of the Seller may arise, prior be directly adverse to the Second Step Purchaser and its Affiliates (including the Company Entities and their Subsidiaries). The Purchaser further agrees, on behalf of itself and, after the Closing, on behalf of the Company Entities and their Subsidiaries, that all communications in any form or format whatsoever between Gibco or AB among any of Xxxxxxx, the Seller, the Company Entities and/or any of their Subsidiaries, or any member of their respective directors, officers, employees or other representatives that relate in any way to the negotiation, documentation and consummation of the AB GroupTransaction (collectively, the “Deal Communications”) shall be deemed to be retained and owned by Seller, shall be controlled by Seller, and shall not pass to or be claimed by the Purchaser, the Company Entities or any of their Subsidiaries. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any Company Entity or a Subsidiary, on the one hand, and Walgreensa third party other than the Seller, on the other hand orhand, from and after the Second Step ClosingPurchaser, Walgreens the Company Entities or AB the Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such - 52 - third party; provided, however, that none of the Purchaser, the Company Entities or any member Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the AB Group Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by Xxxxxxx constitute property of its clients, only Seller shall hold such property rights and Xxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between Xxxxxxx, on the one hand, and Gibcoany Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, Gibco and its Affiliates involved in such dispute that it will cause the Company Entities and their Subsidiaries not to, (and not AB i) intentionally access or use the Privileged Deal Communications, including by way of review of any member of electronic data, communications or other information, or by seeking to have Seller waive the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege that may apply or (ii) seek to obtain the Privileged Deal Communications from Xxxxxxx. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any communications between GibcoPrivileged Deal Communications. Seller acknowledges and agree that, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior except as otherwise set forth above relating to the Second Step Privileged Deal Communications, all other confidential and privileged information relating to the Company Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing., Purchaser shall have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Gibco Seller and AB the Representative have retained Xxxxxxx Xxxxxxx Uxxxx & Xxxxxxxx Berne LLP (“STB”), Darrois Villey Maillot Brochier AARPI (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing CounselU&B”) to act as their counsel in connection with the transactions contemplated hereby and otherwise. All that U&B has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties hereto recognize has the community status of a client of U&B for conflict of interest or any other purposes as a result thereof. Parent hereby agrees that, in the event that exists and will continue to exist until a dispute arises after the First Step Closing between Parent and the Second Step ClosingRepresentative (on behalf of the Stockholders), U&B may represent the Representative in such dispute even though the interests of Representative may be directly adverse to Parent, the other Stockholders, the Surviving Entity or its Subsidiaries, and even though U&B may have represented the parties hereto agree Surviving Entity or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, the Surviving Entity or its Subsidiaries. Parent further agrees that, as to all communications among U&B and the Surviving Entity, any Subsidiary thereof and/or the Representative that such community of interest should continue relate in any way to be recognized after each respective date thereof. To the extent that any material subject to transactions contemplated by this Agreement, the attorney-client privilegeprivilege and the expectation of client confidence belongs to the Representative and may be controlled by the Representative and shall not pass to or be claimed by Parent, the Surviving Entity or any Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Entity or any Subsidiary and a third party other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior than a party to or this Agreement after the date hereofClosing, it is the desire, intention and mutual understanding of Surviving Entity or such Subsidiary may assert the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilegeprivilege to prevent disclosure of confidential communications by U&B to such third party; provided, however, that neither the Surviving Entity nor such Subsidiary may waive such privilege without the prior written consent of U&B, as applicable. Specifically, the parties hereto agree that (a) the Company U&B is an intended third party beneficiary of this Section 10.16 and shall not, and from and after the Second Step Closing shall cause AB not to, seek be entitled to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Group, rely on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closingprovisions hereof.

Conflicts and Privilege. It is acknowledged Buyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Company and the Subsidiaries by each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP (“STBPepper”), Darrois Villey Maillot Brochier AARPI Pepper shall be allowed to represent Seller or any of its Affiliates in any matters and disputes (“Darrois”or any other matter), Xxxxxxxx Kraft & Xxxx Ltd. including in any matter or dispute adverse to Buyer, Intermediate LLC, the Company or any Subsidiary that relates to this Agreement and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby (a “Dispute”) and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that Buyer hereby (a) the Company shall not, and waives any claim it has or may have that Pepper has a conflict of interest or is otherwise prohibited from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group engaging in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part such representation and (b) agrees that, in connection with any dispute the event that may arisea Dispute arises after the Closing between Buyer, prior to Intermediate LLC, the Second Step Closing, between Gibco or AB Company or any member Subsidiary and Seller or any of its Affiliates, Pepper may represent Seller or any of its Affiliates in such Dispute even though the AB Groupinterests of Seller or its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Company or the Subsidiaries and even though Pepper may have represented Intermediate LLC, the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for the Company or the Subsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Company or any of its Subsidiaries, on the one hand, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens or AB or any member of the AB Group on the one hand, and GibcoPepper, on the other hand, Gibco and Seller shall cause Pepper acting as its Affiliates involved counsel to not take any actions or engage in any representation that would affect or be deemed to be such dispute a waiver. Following the Closing, Buyer agrees that it will not (and not AB i) request from Pepper or Seller or (ii) use or intentionally access any of the communications among Pepper, Intermediate LLC, the Company or any member Subsidiary, and/or Seller relating to the transactions contemplated hereby (the “Communications”) in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such Communications would not be subject to an attorney-client privilege if they were being requested in a Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such document production requests or discovery. Following the Closing, Seller shall be permitted to use the Communications in connection with the defense of any Dispute with Buyer, Intermediate LLC, the AB Group) will have Company or any of its Subsidiaries; provided, that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the sole avoidance of doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and exclusive right Seller shall not take any action, or cause Pepper to decide whether or not take any action, that would reasonably be expected to waive any attorney-client such privilege or other applicable privilege that may apply protection as to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closingthird party.

Conflicts and Privilege. It is acknowledged by (a) SPAC and the Acquisition Entities hereby agree on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (all such parties, the parties hereto “Company Counsel Waiving Parties”), that Gibco and AB have retained Xxxxxxx Xxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP (“STBXxxxxx Xxxxxxx”) and Burnet, Xxxxxxxxx & Xxxxxx LLP (“BD&P”) may represent the equityholders of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than SPAC, the Acquisition Entities or their respective Subsidiaries) (collectively, the “Company Counsel WP Group”), Darrois Villey Maillot Brochier AARPI (“Darrois”)in each case, Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the transactions Transactions contemplated hereby and otherwise. All or thereby, notwithstanding its prior representation of the parties hereto recognize Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the community Acquisition Entities and the Company on behalf of interest that exists itself and the Company Counsel Waiving Parties hereby consents thereto and irrevocably waives (and will continue to exist until the First Step Closing and the Second Step Closingnot assert) any conflict of interest, and the parties hereto agree that such community breach of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, duty or any other applicable legal privilege, as regards Gibco objection arising from or the AB Group, has been shared between them, whether relating to Xxxxxx Xxxxxxx’x or BD&P’s prior to or after the date hereof, it is the desire, intention and mutual understanding representation of the parties hereto that the sharing Company, its Subsidiaries or of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilegeCompany Counsel Waiving Parties. SpecificallySPAC, the parties hereto agree that (a) Acquisition Entities and the Company, for itself and the Company shall notCounsel Waiving Parties, hereby further irrevocably acknowledges and from agrees that all privileged communications, written or oral, between the Company and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB its Subsidiaries or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related to this Agreement or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB Company Counsel WP Group, on the one hand, and Walgreenseach of Xxxxxx Xxxxxxx and BD&P, on the other hand orhand, from made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company following the Closing, and instead survive, remain with and are controlled by the Company Counsel WP Group (the “Company Counsel Privileged Communications”), without any waiver thereof. SPAC, the Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Company Counsel Privileged Communications, whether located in the records or email server of the Company and its Subsidiaries, in any Action against or involving any of the parties after the Second Step Closing, Walgreens and SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the Company Counsel Privileged Communications, by virtue of the Transactions. (b) Each of SPAC, the Acquisition Entities and the Company hereby agrees on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (all such parties, the “SPAC Counsel Waiving Parties”), that Xxxxxxxx, Lipton, Xxxxx & Xxxx (“Xxxxxxxx Xxxxxx”) and Xxxxx, Xxxxxx & Harcourt LLP (“Osler”) may represent the shareholders or AB holders of other equity interests of the Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “SPAC Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, on behalf of itself and the SPAC Counsel Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Wachtell Lipton’s or Xxxxx’x prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or its Subsidiaries, or any other member of the AB Group SPAC Counsel WP Group, on the one hand, and Gibcoeach of Wachtell Lipton and Osler, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or made prior to the Second Step Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Documents or the Transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to SPAC, PubCo or the Company following the Closing, and instead survive, remain with and are controlled by the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), without any waiver thereof. SPAC, the Acquisition Entities and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the SPAC Counsel Privileged Communications, whether located in the records or email server of SPAC and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the SPAC Counsel Privileged Communications, by virtue of the Transactions.

Conflicts and Privilege. It is acknowledged by each (a) The Buyer agrees that, notwithstanding any current or prior representation of the parties hereto that Gibco Company and AB have retained Xxxxxxx Xxxxxxx its Subsidiaries by Xxxxxx, Xxxxx & Xxxxxxxx Bockius LLP and Xxxxx & Xxxxxx L.L.P. (together, the “STBFirms” and, each, a “Firm”), Darrois Villey Maillot Brochier AARPI each Firm shall be allowed to represent the Seller or any of its Affiliates in any matters and disputes (“Darrois”), Xxxxxxxx Kraft & Xxxx Ltd. and Xxxxxxxx Chance LLP (collectively, “Existing Counsel”) to act as counsel in connection with the transactions contemplated hereby and otherwise. All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilegematter), as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish including in any way such material’s continued protection under attorney-client matter or dispute adverse to the Buyer, the Company or any other applicable legal privilege. Specifically, the parties hereto agree Subsidiary that (a) the Company shall not, and from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member of the AB Group in any dispute (whether in contract, tort or otherwise) based upon, arising out of or related relates to this Agreement and the Transactions (a “Dispute”). The Buyer hereby (i) waives any claim it has or may have that such Firm has a conflict of interest or is otherwise prohibited from engaging in any such representation; (ii) agrees that, in the event that a Dispute arises after the Closing between the Buyer, the Company or any of the transactions contemplated hereunder in whole or in part and (b) in connection with any dispute that may arise, prior to the Second Step Closing, between Gibco or AB or any member of the AB GroupSubsidiary, on the one hand, and WalgreensSeller or any of its Affiliates, on the other hand orhand, from and after the Second Step Closing, Walgreens or AB such Firm may represent Seller or any member of its Affiliates in such Dispute even though the AB Group interests of Seller or its Affiliate may be directly adverse to the Buyer, the Company or the Subsidiaries and even though such Firm may have represented the Company or the Subsidiaries in a matter substantially related to such Dispute, or may be handling ongoing matters for the Company or the Subsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of any attorney-client privilege between the Company or any of its Subsidiaries, on the one hand, and Gibcoeither Firm, on the other hand, Gibco and the Seller shall cause either Firm, as applicable, acting as its counsel to not take any actions or engage in any representation that would affect or be deemed to be such a waiver, it being understood that the determination of whether such a waiver has occurred (or is reasonably likely to occur) will be subject to the Seller’s reasonable determination and nothing in this Section 12.13 shall be construed to prevent the Seller from taking any action with respect to which the Seller has reasonably determined that no such waiver will, or is reasonably likely to, occur as a result thereof. (b) The Buyer is aware that, in connection with the Firms’ representation of the Company and the Subsidiaries, the Firms are or may be in possession of information of the Company and the Subsidiaries including communications between either Firm and the Company or any of its Subsidiary relating to the Transactions (such documents in the possession of either Firm shall be referred to as the “Communications”). The Buyer agrees that the foregoing shall not be asserted as a basis to claim that a Firm cannot represent the Seller or its Affiliates involved in any matter, including in a Dispute. The Buyer further agrees that, following the Closing, the Seller may use such dispute Communications so long as the Seller reasonably determines that the use of such Communications shall not waive (and is reasonably likely not AB to waive) any applicable privilege, and that the Buyer will not (i) request from either Firm or (ii) use or intentionally access any member of the AB Group) will have Communications in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent the sole Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding by an unrelated third party so long as such Communications are not subject to exclusion from such document production request or discovery on the basis of attorney-client privilege. For the avoidance of doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and exclusive right the Seller shall not take any action, or cause the Firms to decide whether or not take any action, that the Seller reasonably determines would reasonably be expected to waive any attorney-client such privilege or other applicable privilege that may apply protection as to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closingthird party.

Conflicts and Privilege. It is acknowledged by Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that each of the parties hereto that Gibco and AB have retained Xxxxxxx Xxxxxxx Wxxxxxx Xxxx & Xxxxxxxx Gxxxxxxxx LLP (“STBWillkie”)) and Lxxxxx & Wxxxxxx, Darrois Villey Maillot Brochier AARPI LLP (“DarroisLatham”)) may serve as counsel to S1 Holdco, Xxxxxxxx Kraft & Xxxx Ltd. Protected and Xxxxxxxx Chance LLP their respective Subsidiaries (individually and collectively, “Existing CounselSeller Group”) to act as counsel in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and otherwise. All thereby, and that, following consummation of such transactions, Willkie and Latham (and any of their respective successors) may serve as counsel to Seller Group or any director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action or obligation arising out of or relating to this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, notwithstanding such representation or any continued representation of S1 Holdco, Protected or any of their respective Subsidiaries, and each of the parties hereto recognize the community Parties (on its own behalf and on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that exists any privilege attaching as a result of counsel representing S1 Holdco, Protected or any of their respective Subsidiaries in connection with this Agreement, the Transaction Agreements and will continue to exist until the First Step consummation of the transactions contemplated hereby and thereby shall survive the Closing and the Second Step Closingshall remain in effect, and the parties hereto agree provided that such community of interest should continue to be recognized after each respective date thereof. To the extent that any material subject to the attorney-client privilege, or any other applicable legal privilege, as regards Gibco or the AB Group, has been shared between them, whether prior to or after the date hereof, it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material is not intended to, and shall not, waive or diminish in any way such material’s continued protection under attorney-client or any other applicable legal privilege. Specifically, the parties hereto agree that (a) the Company shall not, and privilege from and after the Second Step Closing shall cause AB not to, seek to have any Existing Counsel disqualified from representing Gibco or AB or any member be controlled by S1 Holdco on behalf of the AB Group Seller Group. As to any privileged attorney-client communications between counsel and S1 Holdco, Protected and any of their respective Subsidiaries in any dispute (whether in contractconnection with this Agreement, tort or otherwise) based upon, arising out of or related to this Agreement or any the Transaction Agreements and the consummation of the transactions contemplated hereunder in whole or in part hereby and (b) in connection with any dispute that may arise, thereby prior to the Second Step Closing Date (collectively, the “Privileged Communications”), the Founders, Txxxxx, X0 Holdco, Protected, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. In addition, between Gibco if the Transactions are consummated, all Privileged Communications related thereto will become the property of (and be controlled by) S1 Holdco, Protected and their respective direct or AB indirect equityholders, and none of the Founders, Trebia or any member of the AB Grouptheir respective Affiliates, on the one handSubsidiaries, and Walgreens, on the other hand or, from and after the Second Step Closing, Walgreens successors or AB assigns shall retain any copies of such records or have any member of the AB Group on the one hand, and Gibco, on the other hand, Gibco and its Affiliates involved in such dispute (and not AB or any member of the AB Group) will have the sole and exclusive right access to decide whether or not to waive any attorney-client or other applicable privilege that may apply to any communications between Gibco, AB or any other member of the AB Group and any Existing Counsel that occurred on or prior to the Second Step Closingthem.