Common use of Counsel; Privileges; Legal Materials Clause in Contracts

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller and its Affiliates prior to the Closing (“Existing Seller Counsel”) have provided legal services to and jointly represented Seller and its Affiliates, including members of the Seller Group and the NewCo Group. From and after the Closing, certain Existing Seller Counsel will remain employees of one or more members of the Seller Group and provide legal services to and represent only the Seller Group (“Seller Counsel”), and certain Existing Seller Counsel will become employees of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Counsel”). From and after the Closing, (i) Seller Counsel will represent only the Seller Group; (ii) NewCo Counsel will represent only the NewCo Group; and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing in which a Party or another member of its Group was represented by any of the Existing Seller Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information concerning general business matters related to the TS Business and members of the NewCo Group prior to the Closing (excluding any Information concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing) (“General TS Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, be subject to a joint privilege and protection between Seller, on the one hand, and the members of the NewCo Group, on the other hand. Seller and the members of the NewCo Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller without the prior written consent of such member of the NewCo Group or (ii) by any member of the NewCo Group without the prior written consent of Seller. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS Business Information not relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document shall be retained and controlled only by the NewCos and may be waived only by the NewCos. The Seller acknowledges and agrees, on behalf of itself and each member of the Seller Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the Seller Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller Group produce privileged materials or attorney work-product of any member of the NewCo Group (including the privileged communications and attorney work-product covered by this Section 3.8), Seller shall cause such member of the Seller Group to assert such privilege or protection on behalf of the applicable member of the NewCo Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between Seller and the NewCos, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (f) Notwithstanding Section 3.8(b), the Parties acknowledge and agree that, as between the Seller Group and the NewCo Group (as constituted as of immediately before the Closing), Xxxxxx, Xxxx & Xxxxxxxx LLP (“Counsel”) and Existing Seller Counsel represented, for times prior to the Closing, only Seller and not any member of the NewCo Group. Notwithstanding Section 3.8(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing shall not be subject to any joint privilege and shall be owned solely by Seller, (ii) any advice given by or communications with Existing Seller Counsel (to the extent it relates to any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document) shall not be subject to any joint privilege and shall be owned solely by Seller, and (iii) no member of the NewCo Group (as of immediately before the Closing) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the Closing, for conflict of interest or any other purposes. Seller and the NewCos (for themselves and on behalf of each member of the NewCo Group) hereby agree that, in the event that any dispute, or any other matter in which the interests of Seller, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo Group, on the other hand, are adverse, arises after the Closing between the NewCo Group or, on the one hand, and Seller, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel may represent Seller, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of Seller, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo Group, unless Counsel formerly represented one or more of members of the NewCo Group in any matter substantially related to such dispute. (g) In furtherance of the Parties’ agreement under this Section 3.8, Seller and the NewCos shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller and the NewCos set forth in this Section 3.8 and in Section 6.2 to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller Moon and its Affiliates Subsidiaries prior to the Closing Distribution Time (“Existing Seller Moon Counsel”) have provided legal services to and jointly represented Seller Moon and its AffiliatesSubsidiaries, including members of the Seller Moon Group and the NewCo SpinCo Group. From and after the ClosingDistribution Time, certain Existing Seller Moon Counsel will remain employees of one or more members of the Seller Moon Group and provide legal services to and represent only the Seller Moon Group (“Seller Moon Counsel”), and certain Existing Seller Moon Counsel will become employees of one or more members of the NewCo SpinCo Group and provide legal services to and represent only the NewCo SpinCo Group (“NewCo SpinCo Counsel”). From and after the ClosingDistribution Time, (i) Seller Moon Counsel will represent only the Seller Moon Group; (ii) NewCo SpinCo Counsel will represent only the NewCo SpinCo Group; and (iii) Seller SpinCo Counsel and NewCo Moon Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Moon Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing Distribution Time in which a Party or another member of its Group was represented by any of the Existing Seller Moon Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information concerning general business matters related to the TS SpinCo Business and members of the NewCo SpinCo Group prior to the Closing Distribution (excluding any Information concerning any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (collectively, “General TS SpinCo Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between Sellerthe members of the Moon Group, on the one hand, and the members of the NewCo SpinCo Group, on the other hand. Seller Moon and the members of the NewCo SpinCo Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller Moon without the prior written consent of such member of the NewCo Group SpinCo or (ii) by any member of the NewCo SpinCo Group without the prior written consent of SellerMoon; provided, however, that any such privileged communications or attorney-work product, whether arising prior to or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Information concerning any proposed sale, spin-off or other disposition of the SpinCo Business Information not relating to or any Third-Party Claim with respect to which Seller has an indemnification obligation under other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information other than General SpinCo Business Information, shall in each case be retained and controlled only by the NewCos Moon and may be waived only by the NewCosMoon. The Seller SpinCo acknowledges and agrees, on behalf of itself and each member of the Seller SpinCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller SpinCo Group at any time upon consummation of after the ClosingDistribution Time; and (ii) in the event of a dispute between any member of the Seller SpinCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller SpinCo Group produce privileged materials or attorney work-product of any member of the NewCo Moon Group (including the privileged communications and attorney work-product covered by this Section 3.84.8), Seller SpinCo shall (A) cause such member of the Seller SpinCo Group to assert such privilege or protection on behalf of the applicable member of the NewCo Moon Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member party and (B) promptly notify Moon of the Seller Group existence of any such request or demand and shall provide SpinCo a third party after reasonable opportunity to review the Closingprivileged materials or attorney work-product and to assert any rights it or they may have, such member of the Seller Group may assert attorney-client privilege under this Section 4.8 or otherwise, to prevent the production or disclosure of such General TS Business Information privileged materials or attorney work-product; provided that if SpinCo is prohibited by applicable Law from disclosing the existence of such request or demand, SpinCo shall provide written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts to inform Moon of any member related information SpinCo reasonably determines is necessary or appropriate for Moon to be informed of to enable Moon to review the NewCo Group privileged materials or attorney work-product and to assert its rights, under this Section 4.8 or otherwise, to prevent the production or disclosure of such third partyprivileged materials or attorney work-product. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization and Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilegeprivilege in accordance with the terms of this Section 4.8, without the prior written consent of the other Party. If any dispute arises between Seller Moon and the NewCosSpinCo, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) in furtherance and not in limitation of Section 4.8(b), shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that, as between the Seller Moon Group and the NewCo SpinCo Group (as constituted as of immediately before the Closing)Distribution) Xxxx, XxxxxxWeiss, Xxxx Rifkind, Xxxxxxx & Xxxxxxxx LLP LLP, Xxxxxx Xxx and Existing Moon Counsel (together, “Counsel”) and Existing Seller Counsel represented, for times prior to the ClosingDistribution, only Seller Moon and not any member of the NewCo SpinCo Group. Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by SellerMoon, (ii) any advice given by or communications with Existing Seller Counsel (to the extent it relates such advice or communications relate to any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document) shall not be subject to any joint privilege and shall be owned solely by SellerMoon, and (iii) no member of the NewCo SpinCo Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller Moon and the NewCos SpinCo (for themselves itself and on behalf of each member of the NewCo GroupSpinCo Group and, after the Effective Time, Clover and each Subsidiary of Clover) hereby agree that, in the event that any disputeAdversarial Action, or any other matter in which the interests of SellerMoon, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo SpinCo Group or, after the Effective Time, the Clover Group, on the other hand, are adverse, arises after the Closing Effective Time between the NewCo SpinCo Group or, after the Effective Time, the Clover Group, on the one hand, and SellerMoon, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and Xxxxxx Xxx in connection with the transactions contemplated hereby may represent SellerMoon, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of SellerMoon, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo SpinCo Group or, after the Effective Time, the Clover Group, unless Counsel formerly represented one or more of members of the NewCo Group in any matter substantially related to such dispute. (gf) In furtherance of the Parties’ agreement under this Section 3.84.8, Seller Moon and the NewCos SpinCo shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (hg) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller Moon and the NewCos SpinCo set forth in this Section 3.8 4.8 and in Section 6.2 7.2 to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege (including but not limited to the attorney-client privilege, attorney work product protection, and any other applicable privilege or immunity) that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller and its Affiliates members of the Remainco Group prior to the Closing Distribution Effective Time (“Existing Seller Remainco Counsel”) have provided legal services to and jointly represented Seller and its Affiliates, including members of the Seller Group and the NewCo Group. From and after the Closing, certain Existing Seller Counsel will remain employees of one or more members of the Seller Group and provide legal services to and represent only the Seller Group (“Seller Counsel”), and certain Existing Seller Counsel will become employees of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Counsel”). From and after the Closing, (i) Seller Counsel will represent only the Seller Group; (ii) NewCo Counsel will represent only the NewCo Group; and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing in which a Party or another member of its Group was represented by any of the Existing Seller Counsel.to (b) The Parties acknowledge Each Party acknowledges and agree agrees that all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information concerning general business matters related to the TS Spinco Business and members of the NewCo Spinco Group prior to the Closing Distribution (excluding any Information concerning any proposed sale sale, spin-off or other disposition of the TS Spinco Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document Contemplated Transactions or in lieu of any of the foregoing) (“General TS Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between Sellerthe members of the Remainco Group, on the one hand, and the members of the NewCo Spinco Group, on the other hand. Seller The members of the Remainco Group and the members of the NewCo Spinco Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller Remainco without the prior written consent of such member of the NewCo Group Spinco or (ii) by any member of the NewCo Spinco Group without the prior written consent of SellerRemainco. (c) The Parties acknowledge Each Party acknowledges and agree agrees that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Information to the extent it relates to the Remainco Retained Business Information not relating to or which concerns any Thirdproposed sale, spin-Party Claim with respect to which Seller has an indemnification obligation under this Agreementoff or other disposition of the Spinco Business or the Contemplated Transactions, the Purchase Agreement or any other Transaction Document shall be retained and controlled only by the NewCos Xxxxxxxx and may be waived only by the NewCosXxxxxxxx. The Seller Spinco acknowledges and agrees, on behalf of itself and each member of the Seller Spinco Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller Spinco Group at any time upon consummation of after the ClosingDistribution Effective Time; and (ii) in the event of a dispute between any member of the Seller Spinco Group and a third party Third Party or any other circumstance in which a third party Third Party requests or demands that any member of the Seller Spinco Group produce privileged materials or attorney work-product of any member of the NewCo Remainco Group (including the privileged communications and attorney work-product covered by this Section 3.84.7), Seller Spinco shall (A) cause such member of the Seller Spinco Group to assert such privilege or protection on behalf of the applicable member of the NewCo Remainco Group to prevent disclosure of privileged communications or attorney work-product to such third party; providedThird Party, thatat Remainco’s cost, in the event a dispute arises between any member and (B) promptly notify Remainco of the Seller Group existence of any such request or demand and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party.shall provide (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree Each Party agrees that the Reorganization Separation and the Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilegeprivilege in accordance with the terms of this Section 4.7, without the prior written consent of the other Party. If any dispute arises between Seller Remainco and the NewCosSpinco, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) in furtherance and not in limitation of Section 4.7(b), shall endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold consent to any request for waiver by the other Party. For the avoidance of doubt, each Each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that, as between the Seller Remainco Group and the NewCo Spinco Group (as constituted as of immediately before the Closing)Distribution) Sidley Austin LLP, XxxxxxWhite & Case LLP, Wachtell, Lipton, Xxxxx & Xxxx & Xxxxxxxx LLP and Existing Remainco Counsel (together, “Counsel”) and Existing Seller Counsel represented, for times prior to the ClosingDistribution, only Seller Remainco and not any member of the NewCo Spinco Group. Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by SellerXxxxxxxx, (ii) any advice given by or communications with Existing Seller Counsel (to the extent it relates such advice or communications relate to any proposed sale sale, spin-off or other disposition of the TS Spinco Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction DocumentContemplated Transactions prior to the Closing) shall not be subject to any joint privilege and shall be owned solely by SellerXxxxxxxx, and (iii) no member of the NewCo Spinco Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller Remainco and the NewCos Spinco (for themselves itself and on behalf of each member of the NewCo Spinco Group and, after the Merger Effective Time, Merger Partner and each member of Merger Partner Group) hereby agree that, in the event that any disputeAction, or any other matter in which the interests of SellerRemainco, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo Spinco Group or, after the Merger Effective Time, the Merger Partner Group, on the other hand, are adverse, arises after the Closing Merger Effective Time between the NewCo Spinco Group or, after the Merger Effective Time, the Merger Partner Group, on the one hand, and SellerRemainco, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel in connection with the Contemplated Transactions, Counsels may represent SellerRemainco, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of SellerRemainco, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo Group, unless Counsel formerly represented one or more of members of the NewCo Group in any matter substantially related to such dispute.be (g) In furtherance of the Parties’ agreement under this Section 3.8, Seller and the NewCos shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller Remainco and the NewCos Spinco set forth in this Section 3.8 4.7 and in Section 6.2 4.6 to maintain the confidentiality of privileged Information information and to assert and maintain all applicable privileges. The Parties agree Each Party agrees that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller the Company and its Affiliates Subsidiaries prior to the Closing Distribution Time (“Existing Seller Company Counsel”) have provided legal services to and jointly represented Seller the Company and its AffiliatesSubsidiaries, including members of the Seller Company Group and the NewCo SpinCo Group. From and after the ClosingDistribution Time, certain the Existing Seller Company Counsel will remain employees of one or more members of the Seller Company Group and provide legal services to and represent only the Seller Company Group (“Seller Counsel”), and certain Existing Seller Counsel will become employees of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Company Counsel”). From and after the ClosingDistribution Time, (i) Seller the Company Counsel will represent only the Seller Company Group; (ii) NewCo Counsel will represent only the NewCo Group; , and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clientsthe Company Group. The Parties Company and SpinCo have previously been jointly represented by the Existing Seller Company Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing Distribution Time in which a Party or another member of its Group was represented by any of the Existing Seller Company Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information Books and Records or other information concerning general business matters related to the TS SpinCo Business and members of the NewCo SpinCo Group prior to the Closing Distribution (excluding any Information Books and Records concerning any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (collectively, “General TS SpinCo Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between Sellerthe Company, on the one hand, and the members of the NewCo SpinCo Group, on the other hand. Seller The Company and the members of the NewCo SpinCo Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller the Company without the prior written consent of such member of the NewCo Group SpinCo or (ii) by any member of the NewCo SpinCo Group without the prior written consent of Sellerthe Company; provided, however, that any such privileged communications or attorney-work product, whether arising prior to or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such Party. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Books and Records concerning any proposed sale, spin-off or other disposition of the SpinCo Business Information not relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under or the preparation, negotiation or execution of this Agreement, the Purchase Merger Agreement or any other Transaction Document or any other transaction including or regarding the SpinCo Business in lieu of any of the foregoing, shall in each case be retained and controlled only by the NewCos Company and may be waived only by the NewCosCompany. The Seller SpinCo acknowledges and agrees, on behalf of itself and each member of the Seller SpinCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller SpinCo Group at any time upon consummation of after the ClosingDistribution Time; and (ii) in the event of a dispute between any member of the Seller SpinCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller SpinCo Group produce privileged materials or attorney work-product of any member of the NewCo Company Group (including the privileged communications and attorney work-product covered by this Section 3.84.7), Seller SpinCo shall cause such member of the Seller SpinCo Group to assert such privilege or protection on behalf of the applicable member of the NewCo Company Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization and Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between Seller the Company and the NewCosSpinCo, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that, as between the Seller Company Group and the NewCo SpinCo Group (as constituted as of immediately before the Closing)Distribution) each of Wachtell, XxxxxxLipton, Xxxx Xxxxx & Xxxx, Freshfields Bruckhaus Xxxxxxxx LLP and Xxxxxx Xxxxxxx (collectively, “Existing Company Outside Counsel”) and Existing Seller Company Counsel represented, for times prior to the ClosingDistribution, only Seller the Company and not any member of the NewCo SpinCo Group. Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by Sellerthe Company, (ii) any advice given by or communications with Existing Seller Counsel (to the extent (A) it relates to any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction DocumentDocument or (B) it concerns matters (other than general business matters) related to the SpinCo Business and members of the SpinCo Group prior to the Distribution) shall not be subject to any joint privilege and shall be owned solely by Sellerthe Company, and (iii) no member of the NewCo SpinCo Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller The Company and the NewCos SpinCo (for themselves itself and on behalf of each member of the NewCo GroupSpinCo Group and, after the Effective Time, Parent and each Subsidiary of Parent) hereby agree that, in the event that any dispute, or any other matter in which the interests of Sellerthe Company, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo SpinCo Group or, after the Effective Time, the Parent Group, on the other hand, are adverse, arises after the Closing Effective Time between the NewCo SpinCo Group or, after the Effective Time, the Parent Group, on the one hand, and Sellerthe Company, its Affiliates and its direct and indirect equityholders, on the other hand, the applicable Existing Company Outside Counsel may represent Sellerthe Company, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of Sellerthe Company, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo SpinCo Group or, after the Effective Time, the Parent Group, unless the applicable Existing Company Outside Counsel formerly represented one or more of members of the NewCo SpinCo Group in any matter substantially related to such dispute. (gf) In furtherance of the Parties’ agreement under this Section 3.84.7, Seller the Company and the NewCos SpinCo shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (hg) The transfer of all Information Books and Records pursuant to this Agreement is made in reliance on the agreement of Seller the Company and the NewCos SpinCo set forth in this Section 3.8 4.7 and in Section 6.2 7.2 to maintain the confidentiality of privileged Information Books and Records and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to InformationBooks and Records, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information Books and Records between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller Houston and its Affiliates prior to the Closing Distribution Time (“Existing Seller Houston Counsel”) have provided legal services to and jointly represented Seller Houston and its Affiliates, including members of the Seller Houston Group and the NewCo Xxxxxxx Group. From and after the ClosingDistribution Time, certain Existing Seller Houston Counsel will remain employees of one or more members of the Seller Houston Group and provide legal services to and represent only the Seller Houston Group (“Seller Houston Counsel”), and certain Existing Seller Houston Counsel will become employees of one or more members of the NewCo Xxxxxxx Group and provide legal services to and represent only the NewCo Xxxxxxx Group (“NewCo Xxxxxxx Counsel”). From and after the ClosingDistribution Time, (i) Seller Houston Counsel will represent only the Seller Houston Group; (ii) NewCo Xxxxxxx Counsel will represent only the NewCo Xxxxxxx Group; and (iii) Seller Xxxxxxx Counsel and NewCo Houston Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Houston Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing Distribution Time in which a Party or another member of its Group was represented by any of the Existing Seller Houston Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information concerning general business matters related to the TS Xxxxxxx Business and members of the NewCo Xxxxxxx Group prior to the Closing Distribution (excluding any Information concerning any proposed sale sale, spin-off or other disposition of the TS Xxxxxxx Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (“General TS Xxxxxxx Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between SellerHouston, on the one hand, and the members of the NewCo Xxxxxxx Group, on the other hand. Seller Houston and the members of the NewCo Xxxxxxx Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller Houston without the prior written consent of such member of the NewCo Xxxxxxx Group or (ii) by any member of the NewCo Xxxxxxx Group without the prior written consent of SellerHouston; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Information concerning any proposed sale, spin-off or other disposition of the Xxxxxxx Business Information not relating to or any Third-Party Claim with respect to which Seller has an indemnification obligation under other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information other than General Xxxxxxx Business Information, shall in each case be retained and controlled only by the NewCos Houston and may be waived only by the NewCosHouston. The Seller Xxxxxxx acknowledges and agrees, on behalf of itself and each member of the Seller Xxxxxxx Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller Xxxxxxx Group at any time upon consummation of the ClosingDistribution; and (ii) in the event of a dispute between any member of the Seller Xxxxxxx Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller Xxxxxxx Group produce privileged materials or attorney work-product of any member of the NewCo Houston Group (including the privileged communications and attorney work-product covered by this Section 3.84.8), Seller Xxxxxxx shall cause such member of the Seller Xxxxxxx Group to assert such privilege or protection on behalf of the applicable member of the NewCo Houston Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization and Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between Seller Houston and the NewCosXxxxxxx, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that, as between the Seller Houston Group and the NewCo Xxxxxxx Group (as constituted as of immediately before the Closing), Distribution) Xxxxxx, Xxxx & Xxxxxxxx LLP, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (together, “Counsel”) and Existing Seller Houston Counsel represented, for times prior to the ClosingDistribution, only Seller Houston and not any member of the NewCo Xxxxxxx Group. Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by SellerHouston, (ii) any advice given by or communications with Existing Seller Counsel Houston counsel (to the extent (A) it relates to any proposed sale sale, spin-off or other disposition of the TS Xxxxxxx Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction DocumentDocument or (B) it concerns matters (other than general business matters) related to the Xxxxxxx Business and members of the Xxxxxxx Group prior to the Distribution) shall not be subject to any joint privilege and shall be owned solely by SellerHouston, and (iii) no member of the NewCo Xxxxxxx Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller Houston and the NewCos Xxxxxxx (for themselves itself and on behalf of each member of the NewCo GroupXxxxxxx Group and, after the Effective Time, Chicago and each Subsidiary of Chicago) hereby agree that, in the event that any dispute, or any other matter in which the interests of SellerHouston, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo Xxxxxxx Group or, after the Effective Time, the Chicago Group, on the other hand, are adverse, arises after the Closing Effective Time between the NewCo Xxxxxxx Group or, after the Effective Time, the Chicago Group, on the one hand, and SellerHouston, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel Xxxxxx, Xxxx & Xxxxxxxx LLP may represent SellerHouston, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of SellerHouston, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo Xxxxxxx Group or, after the Effective Time, the Chicago Group, unless Counsel Xxxxxx, Xxxx & Xxxxxxxx LLP formerly represented one or more of members of the NewCo Xxxxxxx Group in any matter substantially related to such dispute. (gf) In furtherance of the Parties’ agreement under this Section 3.84.8, Seller Houston and the NewCos Xxxxxxx shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (hg) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller Houston and the NewCos Xxxxxxx set forth in this Section 3.8 4.8 and in Section 6.2 7.2 to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller Houston and its Affiliates prior to the Closing Distribution Time (“Existing Seller Houston Counsel”) have provided legal services to and jointly represented Seller Houston and its Affiliates, including members of the Seller Houston Group and the NewCo Seattle Group. From and after the ClosingDistribution Time, certain Existing Seller Houston Counsel will remain employees of one or more members of the Seller Houston Group and provide legal services to and represent only the Seller Houston Group (“Seller Houston Counsel”), and certain Existing Seller Houston Counsel will become employees of one or more members of the NewCo Seattle Group and provide legal services to and represent only the NewCo Seattle Group (“NewCo Seattle Counsel”). From and after the ClosingDistribution Time, (i) Seller Houston Counsel will represent only the Seller Houston Group; (ii) NewCo Seattle Counsel will represent only the NewCo Seattle Group; and (iii) Seller Seattle Counsel and NewCo Houston Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Houston Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing Distribution Time in which a Party or another member of its Group was represented by any of the Existing Seller Houston Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information concerning general business matters related to the TS Seattle Business and members of the NewCo Seattle Group prior to the Closing Distribution (excluding any Information concerning any proposed sale sale, spin-off or other disposition of the TS Seattle Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (collectively, “General TS Seattle Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between Sellerthe members of the Houston Group, on the one hand, and the members of the NewCo Seattle Group, on the other hand. Seller Houston and the members of the NewCo Seattle Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller Houston without the prior written consent of such member of the NewCo Group Seattle or (ii) by any member of the NewCo Seattle Group without the prior written consent of SellerHouston; provided, however, that any such privileged communications or attorney-work product, whether arising prior to or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Information concerning any proposed sale, spin-off or other disposition of the Seattle Business Information not relating to or any Third-Party Claim with respect to which Seller has an indemnification obligation under other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information other than General Seattle Business Information, shall in each case be retained and controlled only by the NewCos Houston and may be waived only by the NewCosHouston. The Seller Seattle acknowledges and agrees, on behalf of itself and each member of the Seller Seattle Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller Seattle Group at any time upon consummation of after the ClosingDistribution Time; and (ii) in the event of a dispute between any member of the Seller Seattle Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller Seattle Group produce privileged materials or attorney work-product of any member of the NewCo Houston Group (including the privileged communications and attorney work-product covered by this Section 3.84.8), Seller Seattle shall cause such member of the Seller Seattle Group to assert such privilege or protection on behalf of the applicable member of the NewCo Houston Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization and Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between Seller Houston and the NewCosSeattle, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that, as between the Seller Houston Group and the NewCo Seattle Group (as constituted as of immediately before the Closing)Distribution) Wachtell, XxxxxxLipton, Xxxxx & Katz, Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP (together, “Counsel”) and Existing Seller Houston Counsel represented, for times prior to the ClosingDistribution, only Seller Houston and not any member of the NewCo Seattle Group. Notwithstanding Section 3.8(b4.8(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by SellerHouston, (ii) any advice given by or communications with Existing Seller Counsel Houston counsel (to the extent (A) it relates to any proposed sale sale, spin-off or other disposition of the TS Seattle Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction DocumentDocument or (B) it concerns matters (other than general business matters) related to the Seattle Business and members of the Seattle Group prior to the Distribution) shall not be subject to any joint privilege and shall be owned solely by SellerHouston, and (iii) no member of the NewCo Seattle Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller Houston and the NewCos Seattle (for themselves itself and on behalf of each member of the NewCo GroupSeattle Group and, after the Effective Time, Miami and each Subsidiary of Miami) hereby agree that, in the event that any dispute, or any other matter in which the interests of SellerHouston, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo Seattle Group or, after the Effective Time, the Miami Group, on the other hand, are adverse, arises after the Closing Effective Time between the NewCo Seattle Group or, after the Effective Time, the Miami Group, on the one hand, and SellerHouston, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel Wachtell, Lipton, Xxxxx & Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may represent SellerHouston, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of SellerHouston, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo Seattle Group or, after the Effective Time, the Miami Group, unless Counsel Wachtell, Lipton, Xxxxx & Xxxx or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (as applicable) formerly represented one or more of members of the NewCo Seattle Group in any matter substantially related to such dispute. (gf) In furtherance of the Parties’ agreement under this Section 3.84.8, Seller Houston and the NewCos Seattle shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (hg) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller Houston and the NewCos Seattle set forth in this Section 3.8 4.8 and in Section 6.2 7.2 to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. (a) In-house lawyers employed by Seller the Company and its Affiliates Subsidiaries prior to the Closing Distribution Time (“Existing Seller Company Counsel”) have provided legal services to and jointly represented Seller the Company and its AffiliatesSubsidiaries, including members of the Seller Company Group and the NewCo SpinCo Group. From and after the ClosingDistribution Time, certain Existing Seller Company Counsel will remain employees of one or more members of the Seller Company Group and provide legal services to and represent only the Seller Company Group (“Seller Company Counsel”), ) and certain other Existing Seller Company Counsel will become employees of one or more members of the NewCo SpinCo Group and provide legal services to and represent only the NewCo SpinCo Group (“NewCo SpinCo Counsel”). From and after the ClosingDistribution Time, (i) Seller the Company Counsel will represent only the Seller Company Group; (ii) NewCo Counsel will represent only the NewCo Group; , and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective the Company Group and (ii) the SpinCo Counsel will represent only the SpinCo Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the SpinCo Group. The Parties Company and SpinCo have previously been jointly represented by the Existing Seller Company Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Closing Distribution Time in which a Party the Company or another member of its Group was represented by any of the Existing Seller Company Counsel. (b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Information Books and Records or other information concerning general business matters related to the TS SpinCo Business and members of the NewCo SpinCo Group prior to the Closing Distribution (excluding any Information Books and Records concerning any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (collectively, “General TS SpinCo Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, shall be subject to a joint privilege and protection between Sellerthe Company, on the one hand, and the members of the NewCo SpinCo Group, on the other hand. Seller The Company and the members of the NewCo SpinCo Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller the Company without the prior written consent of such member of the NewCo Group SpinCo or (ii) by any member of the NewCo SpinCo Group without the prior written consent of Sellerthe Company; provided, however, that any such privileged communications or attorney-work product, whether arising prior to or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such Party. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) General TS any Books and Records concerning any proposed sale, spin-off or other disposition of the SpinCo Business Information not relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under or the preparation, negotiation or execution of this Agreement, the Purchase Merger Agreement or any other Transaction Document or any other transaction including or regarding the SpinCo Business in lieu of any of the foregoing, shall in each case be retained and controlled only by the NewCos Company and may be waived only by the NewCosCompany. The Seller SpinCo acknowledges and agrees, on behalf of itself and each member of the Seller SpinCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller SpinCo Group at any time upon consummation of after the ClosingDistribution Time; and (ii) in the event of a dispute between any member of the Seller SpinCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller SpinCo Group produce privileged materials or attorney work-product of any member of the NewCo Company Group (including the privileged communications and attorney work-product covered by this Section 3.84.7), Seller SpinCo shall cause such member of the Seller SpinCo Group to assert such privilege or protection on behalf of the applicable member of the NewCo Company Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member of the NewCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the NewCo Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member of the NewCo Group may assert attorney-client privilege to prevent disclosure of General TS Business Information by any member of the Seller Group to such third party. (e) The Parties agree that the Reorganization and the Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between Seller the Company and the NewCosSpinCo, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (fe) Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that, as between the Seller Company Group and the NewCo SpinCo Group (as constituted as of immediately before the Closing)Distribution) Xxxxxxxx, XxxxxxLipton, Xxxxx & Xxxx & Xxxxxxxx LLP and any other external counsel set forth on Section 4.7(e) of the Schedules (“Existing Company Outside Counsel” and, together with Existing Company Counsel, “Counsel”) and Existing Seller Company Counsel represented, for times prior to the ClosingDistribution, only Seller the Company and not any member of the NewCo SpinCo Group. Notwithstanding Section 3.8(b4.7(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing Distribution shall not be subject to any joint privilege and shall be owned solely by Sellerthe Company, (ii) any advice given by or communications with Existing Seller Counsel (to the extent that (A) it relates to any proposed sale sale, spin-off or other disposition of the TS SpinCo Business or any other transaction contemplated by this Agreement, the Purchase Merger Agreement or any other Transaction DocumentDocument or (B) it concerns matters (other than general business matters) related to the SpinCo Business and members of the SpinCo Group prior to the Distribution) shall not be subject to any joint privilege and shall be owned solely by Sellerthe Company, and (iii) no member of the NewCo SpinCo Group (as of immediately before the ClosingDistribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the ClosingDistribution, for conflict of interest or any other purposes. Seller The Company and the NewCos SpinCo (for themselves itself and on behalf of each member of the NewCo GroupSpinCo Group and, after the Effective Time, Merger Partner and each Subsidiary of Merger Partner) hereby agree that, in the event that any dispute, or any other matter in which the interests of Sellerthe Company, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo GroupSpinCo Group or, after the Effective Time, the Merger Partner or any of its Affiliates, on the other hand, are adverse, arises after the Closing Effective Time between the NewCo SpinCo Group or, after the Effective Time, the Merger Partner or any of its Affiliates, on the one hand, and Sellerthe Company, its Affiliates and its direct and indirect equityholders, on the other hand, the applicable Existing Company Outside Counsel may represent Sellerthe Company, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of Sellerthe Company, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo GroupSpinCo Group or, unless Counsel formerly represented one after the Effective Time, the Merger Partner or more any of members of the NewCo Group in any matter substantially related to such disputeits Affiliates. (gf) In furtherance of the Parties’ agreement under this Section 3.84.7, Seller the Company and the NewCos SpinCo shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (hg) The transfer of all Information Books and Records pursuant to this Agreement is made in reliance on the agreement of Seller the Company and the NewCos SpinCo set forth in this Section 3.8 4.7 and in Section 6.2 7.2 to maintain the confidentiality of privileged Information Books and Records and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to InformationBooks and Records, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information Books and Records between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Counsel; Privileges; Legal Materials. The Company hereby waives and agrees to not assert, and agrees to cause the other Acquired Entities to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, of SpinCo or any SpinCo Entity or any of their respective officers, directors, managers, employees or representatives (athe “Applicable Matters”), by any law firm currently representing the Company or SpinCo in connection with this Agreement and the transactions contemplated hereby (each, a “Prior Company Counsel”). Recognizing that Prior Company Counsel has acted as legal counsel to the Acquired Entities and the SpinCo Entities and certain of the direct and indirect equity holders of Company (as of immediately prior to the Closing) In-house lawyers employed by Seller and its certain of their respective Affiliates prior to the Closing (“Existing Seller Counsel”) have provided date hereof, and that Prior Company Counsel intends to act as legal services counsel to and jointly represented Seller and its Affiliates, including members certain of the Seller Group direct and indirect equity holders of Company (as of immediately prior to the Closing) and their respective Affiliates (which will include SpinCo and other SpinCo Entities and no longer include the Company and the NewCo Group. From and other Acquired Entities) after the Closing, certain Existing Seller the Company hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Prior Company Counsel will remain employees of one representing any such direct or more members indirect equity holders of the Seller Group and provide legal services to and represent only the Seller Group Company (“Seller Counsel”), and certain Existing Seller Counsel will become employees as of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Counsel”). From and after the Closing, (i) Seller Counsel will represent only the Seller Group; (ii) NewCo Counsel will represent only the NewCo Group; and (iii) Seller Counsel and NewCo Counsel will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to their respective clients. The Parties have previously been jointly represented by the Existing Seller Counsel in various legal matters of common interest. This joint representation included in its scope all matters immediately prior to the Closing Closing) or their Affiliates (including SpinCo and the other SpinCo Entities) in which a Party or another member of its Group was represented by any respect of the Existing Seller Counsel. (b) Applicable Matters after the Closing as such representation may relate to the Acquired Entities or this Agreement or the transactions contemplated hereby. The Parties acknowledge Company further waives and agree that all agrees to not assert, and agrees to cause the other Acquired Entities to waive and not assert, any attorney-client privilege, attorney work-product protection and expectation of client confidentiality privilege with respect to any Information concerning general business matters related to the TS Business and members of the NewCo Group prior to the Closing (excluding any Information concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated communications by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing) (“General TS Business Information”) shall, to the extent relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document, be subject to a joint privilege and protection between SellerPrior Company Counsel, on the one hand, and the members any direct or indirect equity holder of the NewCo GroupCompany (as of immediately prior to the Closing), or any of their respective Affiliates (including SpinCo and other SpinCo Entities), or the Company or other Acquired Entities, or any of their respective Affiliates (including SpinCo and the other SpinCo Entities), on the other hand, occurring prior to Closing (collectively, “Privileged Communications”). Seller The Company hereby agrees that any attorney-client privilege attaching to any Privileged Communications shall survive the Closing and shall remain in effect with all rights to such Privileged Communications, including the members of the NewCo Group shall have equal right and obligation to assert control such joint privilege and protection, and no such joint privilege or protection may be waived by (i) Seller without the prior written consent of such member of the NewCo Group or (ii) by any member of the NewCo Group without the prior written consent of Seller. (c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-to be held by SpinCo. Accordingly, each of the Parties hereto agrees to take the steps necessary to ensure that any privilege attaching to Privileged Communications shall survive the Closing, remain in effect and be assigned to and controlled by SpinCo. As such, the Company and the other Acquired Entities shall not have access to any such Privileged Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing in respect of the Applicable Matters, and all books, records and other Information of the Company and its Subsidiaries in respect of the Applicable Matters in any medium (including electronic copies) containing or reflecting any of the Privileged Communications or the work product protection of legal counsel with respect thereto, including any related summaries, drafts or analyses, and expectation of client confidentiality all rights with respect to (i) General TS Business Information not relating to any Third-Party Claim with respect to which Seller has an indemnification obligation under this Agreement, the Purchase Agreement or any other Transaction Document shall be retained and controlled only by the NewCos and may be waived only by the NewCos. The Seller acknowledges and agrees, on behalf of itself and each member of the Seller Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the Seller Group at any time upon consummation of the Closing; and (ii) in the event of a dispute between any member of the Seller Group and a third party or any other circumstance in which a third party requests or demands that any member of the Seller Group produce privileged materials or attorney work-product of any member of the NewCo Group (including the privileged communications and attorney work-product covered by this Section 3.8), Seller shall cause such member of the Seller Group to assert such privilege or protection on behalf of the applicable member of the NewCo Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the Seller Group and a third party after the Closing, such member of the Seller Group may assert attorney-client privilege to prevent disclosure of such General TS Business Information by any member of the NewCo Group to such third party. (d) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to (i) any Information prepared by or on behalf of Seller or any of its Subsidiaries concerning any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document or in lieu of any of the foregoing, shall belong to SpinCo or direct and (ii) any Information prepared by or on behalf of Seller or any of its Subsidiaries other than General TS Business Information, shall in each case be retained and controlled only by Seller and may be waived only by Seller. The NewCos acknowledge and agree, on behalf of themselves and each member indirect equity holders of the NewCo Group, that Company (i) as of immediately prior to the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member Closing). Without limiting the generality of the NewCo Group at any time upon consummation of the Closing; foregoing, from and (ii) in the event of a dispute between any member of the NewCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the NewCo Group produce privileged materials or attorney work-product of any member of the Seller Group (including the privileged communications and attorney work-product covered by this Section 3.8), the NewCos shall cause such member of the NewCo Group to assert such privilege or protection on behalf of the applicable member of the Seller Group to prevent disclosure of privileged communications or attorney work-product to such third party; provided, that, in the event a dispute arises between any member of the NewCo Group and a third party after the Closing, such member (a) SpinCo, the direct and indirect equity holders of the NewCo Group may assert Company (as of immediately prior to the Closing) and their respective Affiliates (including the SpinCo Entities and excluding the Acquired Entities) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure of General TS Business Information by any member the Privileged Communications in respect of the Seller Group Applicable Matters, and none of the Acquired Entities shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of the Privileged Communications in respect of the Applicable Matters constitute property of the client, only SpinCo and the direct and indirect equity holders of the Company (as of immediately prior to the Closing) and their respective Affiliates (including SpinCo and the other SpinCo Entities and excluding the Acquired Entities) shall hold such third party. property rights and (ec) The Parties agree Prior Company Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files in respect of the Applicable Matters to the Acquired Entities by reason of any attorney-client relationship between Prior Company Counsel and any Acquired Entity or otherwise. Each of the Company and SpinCo hereby acknowledges and confirms that it has had the Reorganization shall not waive or affect any applicable privilegesopportunity to review and obtain adequate Information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.6, including the attorney-client privilegeopportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.6 is for the benefit of SpinCo direct and indirect equity holders of the Company (as of immediately prior to the Closing) and each Prior Company Counsel, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilegedirect and indirect equity holders of the Company (as of immediately prior to the Closing), SpinCo, and each Prior Company Counsel are intended third party beneficiaries of this Section 4.6. No Party This Section 4.6 shall be irrevocable, and no term of this Section 4.6 may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilegeamended, waived or modified, without the prior written consent of each of the other Party. If any dispute arises between Seller Parties and the NewCos, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith Prior Company Counsel affected thereby. The covenants and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests. (f) Notwithstanding Section 3.8(b), the Parties acknowledge and agree that, as between the Seller Group and the NewCo Group (as constituted as of immediately before the Closing), Xxxxxx, Xxxx & Xxxxxxxx LLP (“Counsel”) and Existing Seller Counsel represented, for times prior to the Closing, only Seller and not any member of the NewCo Group. Notwithstanding Section 3.8(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Closing shall not be subject to any joint privilege and shall be owned solely by Seller, (ii) any advice given by or communications with Existing Seller Counsel (to the extent it relates to any proposed sale or other disposition of the TS Business or any other transaction contemplated by this Agreement, the Purchase Agreement or any other Transaction Document) shall not be subject to any joint privilege and shall be owned solely by Seller, and (iii) no member of the NewCo Group (as of immediately before the Closing) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the Closing, for conflict of interest or any other purposes. Seller and the NewCos (for themselves and on behalf of each member of the NewCo Group) hereby agree that, in the event that any dispute, or any other matter in which the interests of Seller, its Affiliates and its direct and indirect equityholders, on the one hand, and the NewCo Group, on the other hand, are adverse, arises after the Closing between the NewCo Group or, on the one hand, and Seller, its Affiliates and its direct and indirect equityholders, on the other hand, Counsel may represent Seller, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of Seller, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the NewCo Group, unless Counsel formerly represented one or more of members of the NewCo Group in any matter substantially related to such dispute. (g) In furtherance of the Parties’ agreement under this Section 3.8, Seller and the NewCos shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose. (h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Seller and the NewCos obligations set forth in this Section 3.8 and in Section 6.2 to maintain 4.6 shall survive for 10 years following the confidentiality of privileged Information and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwiseClosing.