Common use of Post-Separation Services Clause in Contracts

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of LQ Parent and CPLG. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of LQ Parent or CPLG, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes or other matters which involve both of LQ Parent or CPLG. With respect to such post-separation 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 of LQ Parent and CPLG shall be subject to a shared Privilege among LQ Parent and CPLG with respect to such claims, proceedings, litigation, disputes or other matters at issue; (ii) Except as otherwise provided in Section 7.7(b)(i), Privileged Information relating to post-separation services provided solely to one of LQ Parent or CPLG 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; and (iii) Each of LQ Parent and CPLG shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information which relates solely to the LQ Parent Retained Business or Separated Real Estate Business, as applicable, whether or not the Privileged Information is in the possession of or under the control of LQ Parent or CPLG, as applicable, or the other Party (or its respective Affiliates).

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of LQ Parent Linn and CPLGSpinCo, including pursuant to the Ancillary Agreements. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of LQ Parent Linn or CPLGSpinCo, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes or other matters which involve both of LQ Parent or CPLGLinn and SpinCo. With respect to such post-separation 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 of LQ Parent Linn and CPLG SpinCo shall be subject to a shared Privilege among LQ Parent Linn and CPLG SpinCo with respect to such claims, proceedings, litigation, disputes or other matters at issue;. (ii) Except as otherwise provided in Section 7.7(b)(i7.9(b)(i), Privileged Information relating to post-separation services provided solely to one of LQ Parent Linn or CPLG SpinCo 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; and. (iii) Each of LQ Parent and CPLG Linn shall be entitled, in perpetuity, to control the assertion or waiver of all privileges Privileges in connection with Privileged Information which relates solely to the LQ Parent Retained Business or Separated Real Estate Roan Business, as applicable, whether or not the Privileged Information is in the possession of or under the control of LQ Parent any member of the Linn Group or CPLGany member of the SpinCo Group. Linn shall also be entitled, as applicablein perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to any Linn Assets or Linn Liabilities in connection with any Action now pending or which may be asserted in the other Party future, whether or not the Privileged Information is in the possession of or under the control of any member of the Linn Group or any member of the SpinCo Group. (iv) SpinCo shall be entitled, in perpetuity, to control the assertion or its respective Affiliates)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 Linn Group or any member of the SpinCo Group. 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 any SpinCo Assets or SpinCo Liabilities in connection with any Action now pending or which may be asserted in the future, whether or not the Privileged Information is in the possession of or under the control of any member of the Linn Group or any member of the SpinCo Group.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of LQ Parent HLT, PK and CPLGHGV. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of LQ Parent HLT, PK or CPLGHGV, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes or other matters which involve both two or more of LQ Parent HLT, PK or CPLGHGV. With respect to such post-separation 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 two or more of LQ Parent and CPLG HLT, PK or HGV shall be subject to a shared Privilege among LQ Parent and CPLG with respect to such the Parties involved in the claims, proceedings, litigation, disputes or other matters at issue; (ii) Except as otherwise provided in Section 7.7(b)(i8.7(b)(i), Privileged Information relating to post-separation services provided solely to one of LQ Parent HLT, PK or CPLG HGV 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 two or more 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; and (iii) Each of LQ Parent and CPLG HLT, PK or HGV shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information which relates solely to the LQ Parent HLT Retained Business, Ownership Business or Separated Real Estate Timeshare Business, as applicable, whether or not the Privileged Information is in the possession of or under the control of LQ Parent HLT, PK or CPLGHGV, as applicable, or the other Party Parties (or its their respective Affiliates).