Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of the SpinCo Group or the DevCo Group, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:
(i) DevCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the DevCo Business, whether or not the privileged information is in the possession of or under the control of DevCo or SpinCo. DevCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting DevCo Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the DevCo Group, whether or not the privileged information is in the possession of or under the control of DevCo or SpinCo; and
(ii) SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the SpinCo Business, whether or not the privileged information is in the possession of or under the control of DevCo or SpinCo. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting SpinCo Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the SpinCo Group, whether or not the privileged information is in the possession of or under the control of DevCo or SpinCo.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Time to each of Ligand and OmniAb. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Ligand or OmniAb, as the case may be, while other such post-Distribution services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Ligand and OmniAb. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows:
(i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Ligand and OmniAb shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and
(ii) Except as otherwise provided in Section 6.7(c)(i), Privileged Information relating to post-Distribution services provided solely to one of Ligand or OmniAb shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of SMTA and its Affiliates or SRC and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:
(i) SRC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the SRC Assets, whether or not the privileged information is in the possession of or under the control of SRC or SMTA. SRC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting SRC Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the SRC Group, whether or not the privileged information is in the possession of or under the control of SRC or SMTA; and
(ii) SMTA shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the SMTA Assets, whether or not the privileged information is in the possession of or under the control of SRC or SMTA. SMTA shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting SMTA Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the SMTA Group, whether or not the privileged information is in the possession of or under the control of SRC or SMTA.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution to the Alliqua Group Members and to AquaMed. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of one or more Alliqua Group Members or AquaMed, as the case may be, while other post-Distribution services may be rendered with respect to Proceedings, disputes, or other matters which involve both Alliqua Group Members and AquaMed. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows:
(i) All Privileged Information relating to any claims, Proceedings, disputes, or other matters which involve both an Alliqua Group Member and AquaMed shall be subject to a shared Privilege among the Alliqua Group Members and AquaMed involved in the claims, Proceedings, disputes, or other matters at issue; and
(ii) Except as otherwise provided in Section 6.4(b)(i), Privileged Information relating to post-Distribution services provided solely to one or more Alliqua Group Members or AquaMed shall not be deemed shared between the Alliqua Group and AquaMed; provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Alliqua Group Members and AquaMed (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable law.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of New Residential and its Affiliates or Newcastle and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:
(i) Newcastle shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Newcastle Assets, whether or not the privileged information is in the possession of or under the control of Newcastle or New Residential. Newcastle shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Newcastle Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Newcastle Group, whether or not the privileged information is in the possession of or under the control of Newcastle or New Residential; and
(ii) New Residential shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the New Residential Assets, whether or not the privileged information is in the possession of or under the control of Newcastle or New Residential. New Residential shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting New Residential Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the New Residential Group, whether or not the privileged information is in the possession of or under the control of Newcastle or New Residential.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of Ashford Inc. and its Affiliates or Ashford Trust and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:
(i) Ashford Trust shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ashford Trust Assets, whether or not the privileged information is in the possession of or under the control of Ashford Trust or Ashford Inc. Ashford Trust shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ashford Trust Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ashford Trust Group, whether or not the privileged information is in the possession of or under the control of Ashford Trust or Ashford Inc.; and
(ii) Ashford Inc. shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ashford Inc. Assets, whether or not the privileged information is in the possession of or under the control of Ashford Trust or Ashford Inc. Ashford Inc. shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ashford Inc. Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ashford Inc. Group, whether or not the privileged information is in the possession of or under the control of Ashford Trust or Ashford Inc.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Recro (or any member of its Group) and Baudax (or any member of its Group). The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Recro (or any member of its Group) or Baudax (or any member of its Group), as the case may be, while other such post-Distribution services may be rendered jointly to both Recro (or any member of its Group) and Baudax (or any member of its Group) with respect to claims, proceedings, litigation, disputes, or other matters which involve one or more members of both the Recro Group and the Baudax Group. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows:
(i) All Privileged Information based on post-Distribution services rendered jointly to both one or more members of the Recro Group and Baudax Group relating to any claims, proceedings, litigation, disputes or other matters which involve both the Recro Group and the Baudax Group (“Shared Privileged Information”) shall be subject to a shared Privilege among such parties involved in the claims, proceedings, litigation, disputes or other matters at issue;
(ii) Privileged Information relating to post-Distribution services provided solely to one of Recro (or any member of its Group) or Baudax (or any member of its Group) shall not be shared between the Parties (or among the members of their respective Groups);
(iii) No Party may (or cause or permit any member of its Group to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law with respect to Shared Privileged Information, without the written consent of the other Party, which shall not be unreasonably withheld or delayed;
(iv) If a dispute arises between or among the Parties or their respective Group members regarding whether a Privilege should be waived to protect or advance the interest of any Party (or members of its Group) with respect to Shared Privileged Information, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party and members of its Group, and shall not unreasonably withhold consent to any request for waiver by the other Party, and each Party specifically agrees that it shall not withhold consent to waive for any purpose except in good faith to ...
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution to each of NCR and ATMCo. The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of NCR and ATMCo, as the case may be, while other such post-Distribution services may be rendered for the joint benefit of NCR and ATMCo. With respect to such post-Distribution services and related Privileged Information, the Parties irrevocably acknowledge and agree as follows:
(i) All Privileged Information arising out of or relating to any claims, proceedings, litigation, disputes or other matters in which both NCR and ATMCo are adverse to a Third Party shall be subject to a shared Privilege among NCR and ATMCo unless expressly agreed by the Parties in writing; and
(ii) Except as otherwise provided in Section 7.6(c)(i), Privileged Information relating to post-Distribution services provided solely to one of NCR or ATMCo shall not be deemed shared between the Parties.
Post-Distribution Services. Each Party, on behalf of itself and each other member of its Group, acknowledges that legal and other professional services will be provided following the Spinco Distribution Date which will be rendered solely for the benefit of Spinco (or a member of its Group), or Remainco (or a member of its Group), as the case may be, while other such post-Spinco Distribution services following the Spinco Distribution Date may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve members of both the Remainco Group and the Spinco Group. With respect to such post-Spinco Distribution services and related Privileged Information, each of the Parties, on behalf of itself and each other member of its Group, agrees as follows:
(i) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the Spinco Business, whether or not the Privileged Information is in the possession of or under the control of any member of the Spinco Group or Remainco Group; and
(ii) Remainco shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the Remainco Business, whether or not the Privileged Information is in the possession of or under the control of any member of the Spinco Group or Remainco Group.
Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of Highlands and its Affiliates or InvenTrust and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:
(i) InvenTrust shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the InvenTrust Assets, whether or not the privileged information is in the possession of or under the control of InvenTrust or Highlands and regardless of when such privileged information was generated. InvenTrust shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting InvenTrust Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the InvenTrust Group, whether or not the privileged information is in the possession of or under the control of InvenTrust or Highlands; and
(ii) Highlands shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Highlands Assets, whether or not the privileged information is in the possession of or under the control of InvenTrust or Highlands and regardless of when such privileged information was generated. Highlands shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Highlands Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Highlands Group, whether or not the privileged information is in the possession of or under the control of InvenTrust or Highlands.
