Common use of Preservation of Legal Privileges; Attorney Representation Clause in Contracts

Preservation of Legal Privileges; Attorney Representation. (a) RemainCo and SpinCo recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. RemainCo and SpinCo agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the SpinCo Business or the RemainCo Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the RemainCo Business, RemainCo shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SpinCo shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of RemainCo that could, in RemainCo’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by RemainCo or any of its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the SpinCo Business, SpinCo shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and RemainCo shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of SpinCo that could, in SpinCo’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by SpinCo or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which RemainCo or SpinCo or their respective Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and Distribution (“Privileged Information”). Privileged Information of RemainCo includes (i) any and all Privileged Information existing prior to the Distribution regarding the RemainCo Business but which after the Distribution is in the possession of SpinCo or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for RemainCo or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of SpinCo or its Subsidiaries) and any person who, at the time of the communication, was an employee of RemainCo or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of SpinCo or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of SpinCo includes (i) any and all Privileged Information existing prior to the Distribution regarding the SpinCo Business but which after the Distribution is in the possession of RemainCo or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for SpinCo or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of RemainCo or its Subsidiaries) and any person who, at the time of the communication, was an employee of SpinCo or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of RemainCo or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution.

Preservation of Legal Privileges; Attorney Representation. (a) RemainCo MII and SpinCo B&W recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. RemainCo MII and SpinCo B&W agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the SpinCo B&W Business or the RemainCo MII Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the RemainCo MII Business, RemainCo MII shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SpinCo B&W shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of RemainCo MII that could, in RemainCoMII’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by RemainCo MII or any of its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the SpinCo B&W Business, SpinCo B&W shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and RemainCo MII shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of SpinCo B&W that could, in SpinCoB&W’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by SpinCo B&W or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which RemainCo MII or SpinCo B&W or their respective Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and Distribution (“Privileged Information”). Privileged Information of RemainCo MII includes (i) any and all Privileged Information existing prior to the Distribution regarding the RemainCo MII Business but which after the Distribution is in the possession of SpinCo B&W or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for RemainCo MII or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of SpinCo or its SubsidiariesB&W) and any person who, at the time of the communication, was an employee of RemainCo MII or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of SpinCo B&W or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of SpinCo B&W includes (i) any and all Privileged Information existing prior to the Distribution regarding the SpinCo B&W Business but which after the Distribution is in the possession of RemainCo MII or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for SpinCo B&W or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of RemainCo MII or its Subsidiaries) and any person who, at the time of the communication, was an employee of SpinCo B&W or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of RemainCo MII or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution.

Preservation of Legal Privileges; Attorney Representation. (a) RemainCo Greatbatch and SpinCo Nuvectra recognize that the members of they and their respective Groups Affiliates possess and will possess information and advice that has been previously developed but is or may become legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges Privilege with respect to the other Party’s interest. RemainCo Greatbatch and SpinCo Nuvectra agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the SpinCo Nuvectra Business or the RemainCo Greatbatch Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the RemainCo Greatbatch Business, RemainCo Greatbatch shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SpinCo Nuvectra shall take no action (or permit any other member of its Subsidiaries the Nuvectra Group to take action) without the prior written consent of RemainCo Greatbatch that could, in RemainCoGreatbatch’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by RemainCo Greatbatch or any other member of its Subsidiaries the Greatbatch Group under applicable Law and this Agreement. With respect to matters relating to the SpinCo Nuvectra Business, SpinCo Nuvectra shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and RemainCo Greatbatch shall take no action (or permit any other member of its Subsidiaries the Greatbatch Group to take action) without the prior written consent of SpinCo Nuvectra that could, in SpinCoNuvectra’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by SpinCo Nuvectra or any other member of its Subsidiaries the Nuvectra Group under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which RemainCo Greatbatch or SpinCo Nuvectra or their respective Subsidiaries Groups would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution (“Privileged Information”). Privileged Information of RemainCo Greatbatch includes (i) any and all Privileged Information existing prior to the Distribution regarding the RemainCo Greatbatch Business but which after the Distribution is in the possession of SpinCo or any of its Subsidiariesthe Nuvectra Group; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for RemainCo Greatbatch or any other member of its Subsidiaries the Greatbatch Group (including in-house counsel and former in-house counsel who are employees of SpinCo or its SubsidiariesNuvectra) and any person who, at the time of the communication, was an employee of RemainCo the Greatbatch or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of SpinCo or any of its Subsidiariesthe Nuvectra Group; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of SpinCo Nuvectra includes (i) any and all Privileged Information existing prior to the Distribution regarding the SpinCo Nuvectra Business but which after the Distribution is in the possession of RemainCo Greatbatch or any other member of its Subsidiariesthe Greatbatch Group; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for SpinCo Nuvectra or any other member of its Subsidiaries the Nuvectra Group (including in-house counsel and former in-house counsel who are employees of RemainCo or its Subsidiariesthe Greatbatch Group) and any person who, at the time of the communication, was an employee of SpinCo or any of its Subsidiariesthe Nuvectra Group, regardless of whether such employee is or becomes an employee of RemainCo or any of its Subsidiariesthe Greatbatch Group; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Notwithstanding the foregoing, to the extent that the Joint Defense and Common Interest Agreement, dated March 14, 2016, entered into by and between GB Ltd. and Nuvectra contains terms or requirements that differ from the those set forth in this Section 6.5, the terms or requirements of such Joint Defense and Common Interest Agreement will govern.

Preservation of Legal Privileges; Attorney Representation. (a) RemainCo CHK and SpinCo SSE recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges Privilege with respect to the other Party’s interest. RemainCo CHK and SpinCo SSE agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the SpinCo SSE Business or the RemainCo CHK Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the RemainCo CHK Business, RemainCo CHK shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SpinCo SSE shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of RemainCo CHK that could, in RemainCoCHK’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by RemainCo CHK or any of its Subsidiaries under applicable Law and this Agreement. With respect to matters relating to the SpinCo SSE Business, SpinCo SSE shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and RemainCo CHK shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of SpinCo SSE that could, in SpinCoSSE’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by SpinCo SSE or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which RemainCo CHK or SpinCo SSE or their respective Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and Distribution (“Privileged Information”). Privileged Information of RemainCo CHK includes (i) any and all Privileged Information existing prior to the Distribution regarding the RemainCo CHK Business but which after the Distribution is in the possession of SpinCo SSE or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for RemainCo CHK or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of SpinCo or its SubsidiariesSSE) and any person who, at the time of the communication, was an employee of RemainCo CHK or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of SpinCo SSE or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of SpinCo SSE includes (i) any and all Privileged Information existing prior to the Distribution regarding the SpinCo SSE Business but which after the Distribution is in the possession of RemainCo CHK or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for SpinCo SSE or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of RemainCo CHK or its Subsidiaries) and any person who, at the time of the communication, was an employee of SpinCo SSE or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of RemainCo CHK or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution.

Preservation of Legal Privileges; Attorney Representation. (a) RemainCo Greatbatch and SpinCo Nuvectra recognize that the members of they and their respective Groups Affiliates possess and will possess information and advice that has been previously developed but is or may become legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). Each Party recognizes that it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain and use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges Privilege with respect to the other Party’s interest. RemainCo Greatbatch and SpinCo Nuvectra agree that their respective rights and obligations to maintain, preserve, assert or waive any or all Privileges belonging to either Party with respect to the SpinCo Nuvectra Business or the RemainCo Greatbatch Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the RemainCo Greatbatch Business, RemainCo Greatbatch shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and SpinCo Nuvectra shall take no action (or permit any other member of its Subsidiaries the Nuvectra Group to take action) without the prior written consent of RemainCo Greatbatch that could, in RemainCoGreatbatch’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by RemainCo Greatbatch or any other member of its Subsidiaries the Greatbatch Group under applicable Law and this Agreement. With respect to matters relating to the SpinCo Nuvectra Business, SpinCo Nuvectra shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and RemainCo Greatbatch shall take no action (or permit any other member of its Subsidiaries the Greatbatch Group to take action) without the prior written consent of SpinCo Nuvectra that could, in SpinCoNuvectra’s Good Faith Judgment, reasonably be expected to result in any waiver of any Privilege that could be asserted by SpinCo Nuvectra or any other member of its Subsidiaries the Nuvectra Group under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which RemainCo Greatbatch or SpinCo Nuvectra or their respective Subsidiaries Groups would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Separation and the Distribution (“Privileged Information”). Privileged Information of RemainCo Greatbatch includes (i) any and all Privileged Information existing prior to the Distribution regarding the RemainCo Greatbatch Business but which after the Distribution is in the possession of SpinCo or any of its Subsidiariesthe Nuvectra Group; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for RemainCo Greatbatch or any other member of its Subsidiaries the Greatbatch Group (including in-house counsel and former in-house counsel who are employees of SpinCo or its SubsidiariesNuvectra) and any person who, at the time of the communication, was an employee of RemainCo the Greatbatch or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of SpinCo or any of its Subsidiariesthe Nuvectra Group; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of SpinCo Nuvectra includes (i) any and all Privileged Information existing prior to the Distribution regarding the SpinCo Nuvectra Business but which after the Distribution is in the possession of RemainCo Greatbatch or any other member of its Subsidiariesthe Greatbatch Group; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for SpinCo Nuvectra or any other member of its Subsidiaries the Nuvectra Group (including in-house counsel and former in-house counsel who are employees of RemainCo or its Subsidiariesthe Greatbatch Group) and any person who, at the time of the communication, was an employee of SpinCo or any of its Subsidiariesthe Nuvectra Group, regardless of whether such employee is or becomes an employee of RemainCo or any of its Subsidiariesthe Greatbatch Group; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. [Notwithstanding the foregoing, to the extent that the Joint Defense and Common Interest Agreement, dated 2016, entered into by and between GB Ltd. and Nuvectra contains terms or requirements that differ from the those set forth in this Section 6.5, the terms or requirements of such Joint Defense and Common Interest Agreement will govern.]