Common use of Post-Distribution Services Clause in Contracts

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 Effective Distribution Time that will be rendered solely for the benefit of the SpinCo Group FTD and its Affiliates or the DevCo GroupUnited Online and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree agrees as follows: (i) DevCo United Online 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 BusinessUOL Businesses, whether or not the privileged information is in the possession of or under the control of DevCo United Online or SpinCoFTD. DevCo United Online 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 UOL 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 GroupUOL Entities, whether or not the privileged information is in the possession of or under the control of DevCo United Online or SpinCoFTD; and (ii) SpinCo FTD 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 FTD Business, whether or not the privileged information is in the possession of or under the control of DevCo United Online or SpinCoFTD. SpinCo FTD 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 FTD 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 GroupFTD Entities, whether or not the privileged information is in the possession of or under the control of DevCo United Online or SpinCoFTD.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Biogen (or any member of its Group) and Bioverativ (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 the SpinCo Group Biogen (or the DevCo any member of its Group) or Bioverativ (or any member of its Group), as the case may be, while other such post-Distribution services may be rendered jointly to both Biogen (or any member of its Group) and Bioverativ (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 Biogen Group and the Bioverativ Group. With respect to such post-post- Distribution servicesservices and related information subject to Privilege (“Privileged Information”), the Parties agree as follows: (i) DevCo All Privileged Information based on post-Distribution services rendered jointly to both one or more members of the Biogen Group and Bioverativ Group relating to any claims, proceedings, litigation, disputes or other matters which involve both the Biogen Group and the Bioverativ Group (“Shared Privileged Information”) shall be entitled, in perpetuity, subject 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 a shared Privilege among such parties involved in the possession of or under the control of DevCo or SpinCo. DevCo shall also be entitledclaims, in perpetuityproceedings, 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 Liabilitieslitigation, now pending or which may be asserted in the future, in any lawsuits disputes 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 SpinComatters at issue; and (ii) SpinCo shall be entitled, in perpetuity, Privileged Information relating to control the assertion or waiver of all privileges in connection with privileged information that relates post-Distribution services provided solely to the SpinCo Business, whether one of Biogen (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 its Group) or Bioverativ (or any member of its Group) shall not be deemed shared between the SpinCo 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’s 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 to protect the legitimate interests of its Group; and (v) If, within fifteen (15) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived with respect to Shared Privileged Information, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance the legitimate interests of its Group, the requesting Party shall provide the objecting Party fifteen (15) days’ written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings to enjoin such waiver under applicable Law shall be deemed full and effective consent to such waiver. In the event proceedings are commenced as described above, the Parties agree that any such Privilege shall not be waived by either Party until the privileged information is in the possession final determination of or under the control of DevCo or SpinCosuch dispute.

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 NLOP and its Affiliates or the DevCo GroupWPC and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo WPC 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 BusinessWPC Assets, whether or not the privileged information is in the possession of or under the control of DevCo WPC or SpinCoNLOP. DevCo WPC 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 WPC 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 WPC Group, whether or not the privileged information is in the possession of or under the control of DevCo WPC or SpinCoNLOP; and (ii) SpinCo NLOP 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 BusinessNLOP Assets, whether or not the privileged information is in the possession of or under the control of DevCo WPC or SpinCoNLOP. SpinCo NLOP 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 NLOP 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 NLOP Group, whether or not the privileged information is in the possession of or under the control of DevCo WPC or SpinCoNLOP.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that which will be rendered solely for the benefit of the SpinCo Group Crane NXT, Co. or the DevCo GroupCrane Company or their successors or assigns, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo Crane NXT, Co. shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the DevCo P&M Technologies Business, whether or not the privileged information is in the possession of or under the control of DevCo Crane NXT, Co. or SpinCoCrane Company. DevCo Crane NXT, Co. shall also own and 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 Crane NXT Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the DevCo GroupXxxxx NXT, Co., whether or not the privileged information is in the possession of or under the control of DevCo Crane NXT, Co. or SpinCoCrane Company or their successors or assigns; and (ii) SpinCo Crane Company shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to any of the SpinCo BusinessOther Businesses, whether or not the privileged information is in the possession of or under the control of DevCo Crane NXT, Co. or SpinCoCrane Company or their successors or assigns. SpinCo Crane Company shall also own and 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 Crane Company Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the SpinCo GroupCrane Company, whether or not the privileged information is in the possession of or under the control of DevCo Crane NXT, Co. or SpinCoCrane Company or their successors or assigns.

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 SWAY and its Affiliates or the DevCo GroupSTWD and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo STWD 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 BusinessSTWD Assets, whether or not the privileged information is in the possession of or under the control of DevCo STWD or SpinCoSWAY. DevCo STWD 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 STWD 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 STWD Group, whether or not the privileged information is in the possession of or under the control of DevCo STWD or SpinCoSWAY; and (ii) SpinCo SWAY 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 BusinessSWAY Assets, whether or not the privileged information is in the possession of or under the control of DevCo STWD or SpinCoSWAY. SpinCo SWAY 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 SWAY 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 SWAY Group, whether or not the privileged information is in the possession of or under the control of DevCo STWD or SpinCoSWAY.

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 FTAI Infrastructure and its Affiliates or the DevCo GroupFTAI and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo FTAI 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 BusinessFTAI Assets or the FTAI Liabilities, whether or not the privileged information is in the possession of or under the control of DevCo FTAI or SpinCoFTAI Infrastructure. DevCo FTAI 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 FTAI 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 FTAI Group, whether or not the privileged information is in the possession of or under the control of DevCo FTAI or SpinCoFTAI Infrastructure; and (ii) SpinCo FTAI Infrastructure 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 BusinessFTAI Infrastructure Assets or the Specified Entities (with respect to such information regarding the Specified Entities that has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities, whether or not the privileged information is in the possession of or under the control of DevCo FTAI or SpinCoFTAI Infrastructure. SpinCo FTAI Infrastructure 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 FTAI Infrastructure 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 FTAI Infrastructure Group, whether or not the privileged information is in the possession of or under the control of DevCo FTAI or SpinCoFTAI Infrastructure.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Distribution Time that will be rendered solely for the benefit of the SpinCo Group New A&B and its Affiliates or the DevCo GroupHoldings and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree agrees as follows: (i) DevCo Holdings 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 BusinessMatson Businesses, whether or not the privileged information is in the possession of or under the control of DevCo Holdings or SpinCo. DevCo New A&B. Holdings 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 Matson 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 Matson Group, whether or not the privileged information is in the possession of or under the control of DevCo Holdings or SpinCoNew A&B; and (ii) SpinCo New A&B 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 BusinessA&B Businesses, whether or not the privileged information is in the possession of or under the control of DevCo Holdings or SpinCo. SpinCo New A&B. New A&B 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 A&B 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 A&B Group, whether or not the privileged information is in the possession of or under the control of DevCo Holdings or SpinCo.New A&B.

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 Pennant and its Affiliates or the DevCo GroupEnsign and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo Ensign 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 Ensign Business, whether or not the privileged information is in the possession of or under the control of DevCo Ensign or SpinCoPennant. DevCo Ensign 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 Ensign 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 Ensign Group, whether or not the privileged information is in the possession of or under the control of DevCo Ensign or SpinCoPennant; and (ii) SpinCo Pennant 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 Pennant Business, whether or not the privileged information is in the possession of or under the control of DevCo Ensign or SpinCoPennant. SpinCo Pennant 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 Pennant 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 Pennant Group, whether or not the privileged information is in the possession of or under the control of DevCo Ensign or SpinCoPennant.

Post-Distribution Services. The Parties recognize that legal Each of FOX (on behalf of itself and the other professional services will be provided following the Effective Time that will be rendered solely for the benefit members of the SpinCo FOX Group) and Remainco (on behalf of itself and the other members of the Remainco Group) acknowledges that (i) each member of the FOX Group and the Remainco Group has or may obtain Information that is or may be Privileged Information; (ii) actual, threatened or future litigation, investigations, Proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the FOX Group or the DevCo Remainco Group (“Litigation Matters”); (iii) members of the FOX Group and the Remainco Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of FOX and Remainco (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement, the Ancillary Agreements, the Disney Merger Agreement and the Transaction Documents (as defined in the case may beDisney Merger Agreement) and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any applicable privilege or protection afforded Privileged Information. With respect to such post-Distribution servicesPrivileged Information from and after the Distribution, the Parties agree as follows: (i) DevCo Remainco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that Privileged Information which relates solely to the DevCo Remainco Business, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo Remainco or SpinCoFOX. DevCo Remainco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information Privileged Information that relates solely to the subject matter of any claims constituting DevCo Remainco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the DevCo GroupRemainco, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo Remainco or SpinCo; andFOX. (ii) SpinCo FOX shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that Privileged Information which relates solely to the SpinCo FOX Business, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo Remainco or SpinCoFOX. SpinCo FOX shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information Privileged Information that relates solely to the subject matter of any claims constituting SpinCo FOX Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the SpinCo GroupFOX, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo Remainco or SpinCoFOX. Subject to Section 6.08(b)(v), the parties acknowledge and agree that any and all Privileged Information with respect to this Agreement, the Ancillary Agreements, the Disney Merger Agreement, the Transaction Documents and the negotiations, structuring and transactions contemplated hereby and thereby belonging to or possessed by the Remainco Group prior to the Separation shall be deemed to relate solely to the FOX Business. Subject to Section 6.08(b)(v), upon the consummation of the Distribution, (A) any advice given by or communications with each of the parties set forth on Schedule 6.08(b)(ii) (“Counsel”), to the extent it relates to this Agreement, the Ancillary Agreements, the Disney Merger Agreement, the Transaction Documents and/or negotiations, structuring and transactions contemplated hereby or thereby, shall not be a shared privilege and shall be deemed to relate solely to the FOX Business and (B) any advice given or communications with in-house counsel of Remainco prior to the Separation, to the extent it relates to this Agreement, the Ancillary Agreements, the Merger Agreement, the Transaction Documents and/or the negotiations, structuring and transactions contemplated hereby or thereby, shall not be a joint privilege and shall be deemed to relate solely to the FOX Business. (iii) If the Parties do not agree as to whether certain Information is Privileged Information, then such Information shall be treated as Privileged Information, and the Party that believes that such Information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such Information until such time as it is finally judicially determined that such Information is not Privileged Information or unless the Parties otherwise agree. Notwithstanding Section 10.11, the Parties shall use the JAMS Streamlined Arbitration Rule & Procedures to resolve any disputes as to whether any Privileged Information relates solely to the Remainco Business, solely to the FOX Business, or to both the Remainco Business and the FOX Business.

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 QCP and its Affiliates, or the DevCo GroupHCP and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo HCP 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 HCP Business, whether or not the privileged information is in the possession of or under the control of DevCo HCP or SpinCoQCP. DevCo HCP 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 HCP 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 HCP Group, whether or not the privileged information is in the possession of or under the control of DevCo HCP or SpinCoQCP; and (ii) SpinCo QCP 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 QCP Business, whether or not the privileged information is in the possession of or under the control of DevCo HCP or SpinCoQCP. SpinCo QCP 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 QCP 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 QCP Group, whether or not the privileged information is in the possession of or under the control of DevCo HCP or SpinCoQCP.

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 FHP Group, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) DevCo FHP 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 FHP Business, whether or not the privileged information is in the possession of or under the control of DevCo FHP or SpinCo. DevCo FHP 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 FHP 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 FHP Group, whether or not the privileged information is in the possession of or under the control of DevCo FHP 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 FHP 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 FHP or SpinCo.

Post-Distribution Services. The Parties recognize 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 Effective Time that Spinco Distribution Date which will be rendered solely for the benefit of the SpinCo Group Spinco (or the DevCo a member of its Group), or Remainco (or a member of its Group), as the case may be, while other such post-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-Distribution servicesservices and related Privileged Information, each of the Parties agree Parties, on behalf of itself and each other member of its Group, agrees as follows: (i) DevCo Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged information that Privileged Information which relates solely to the DevCo Spinco Business, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo any member of the Spinco Group or SpinCoRemainco Group. DevCo Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged information Privileged Information that relates solely to the subject matter of any claims constituting DevCo Spinco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the DevCo Spinco Group, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo any member of the Spinco Group or SpinCoRemainco Group; and (ii) SpinCo Remainco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged information that Privileged Information which relates solely to the SpinCo Remainco Business, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo any member of the Spinco Group or SpinCoRemainco Group. SpinCo Remainco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with privileged information Privileged Information that relates solely to the subject matter of any claims constituting SpinCo Remainco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by or against any member of the SpinCo Remainco Group, whether or not the privileged information Privileged Information is in the possession of or under the control of DevCo any member of the Spinco Group or SpinCoRemainco Group.