Common use of Privilege Clause in Contracts

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (aincluding the Transferred Entities after the Closing), that, following the Closing, Ropes & Xxxx LLP and Babst, Calland, Xxxxxxxx and Zomnir, P.C. (“Parent Group’s Counsel”) With respect may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) and the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, (ii) all business, previously or hereafter conducted by Seller none of Purchaser or any of its AffiliatesAffiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, including with respect to in the Excluded Assets or event that a dispute arises after the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller Closing between Purchaser or any of their respective its Affiliates prepared in connection with (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the Ancillary Agreements or other hand, a Transferred Entity may assert the transactions contemplated hereby or therebyattorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, Seller will have sole authority to determine whether to assert or however, that such Transferred Entity may not waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller Parent. Purchaser acknowledges that would reasonably be expected to result in any waiver it has consulted with independent counsel of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges its own choosing with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closingmeaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and Seller and its Affiliates shall take no action after may enforce the same. This Section 11.15 will survive the Closing without the prior written consent of Buyer that would reasonably be expected to result and will remain in any waiver of any such Privileges of Buyereffect indefinitely. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to any attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the ClosingSeparation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (iithe “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) all businessagrees not to assert that such transfer constitutes, previously a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or hereafter conducted by Seller use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, including with respect to upon any legal personnel, manager or executive officer of the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller Company or any of their respective its Affiliates prepared becoming aware of the existence of Transaction Communications in connection with this Agreementthe possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Ancillary Agreements Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any destroy (at MetLife’s option) such Privileges, including the right to assert any such Privilege against Buyer Transaction Communications. The Company and its AffiliatesAffiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Buyer Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take no all action without appropriate to maintain the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyerjoint privilege. (b) The rights Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and obligations created by this Section 5.9 will apply to all Information as to which Seller their counsel (whether internal or its Affiliates would be entitled to assert or have asserted a Privilege without regard outside), including any Counsel Communications, that relate to the effectnegotiation, if anydocumentation and consummation of this Agreement, of the Distribution, or any associated or affiliated transactions contemplated hereby thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged InformationCommunications”). Upon receipt by Seller or its Affiliates) shall remain privileged after the Separation Date, or Buyer or its Affiliates of, or and any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8privilege attaching thereto, and the disclosure expectation of client confidence relating thereto shall belong jointly to Buyer MetLife or Seller the other members of Privileged Information pursuant the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constituteextent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise be deemed, in a waiver manner adverse to MetLife or any of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseits Affiliates.

Privilege. (a) With respect to any attorney-client privilege or work product protection Each of the Parties acknowledges and agrees that Xxxx Xxxxxxxx LLP (collectively, “PrivilegesXxxx Xxxxxxxx”) relating has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (ib) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related Each of Parent and Buyer consents and agrees to communications or work product occurring or created on or prior to Xxxx Xxxxxxxx’x representing Seller and its Affiliates after the Closing, (ii) all businessincluding with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Parent or Buyer and their respective Affiliates, previously and even though Xxxx Xxxxxxxx may have represented Company or hereafter conducted Company Subsidiary in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its Affiliates. Each of Parent and Buyer further consents and agrees to the communication by Xxxx Xxxxxxxx to Seller and its Affiliates in connection with any such representation of any fact known to Xxxx Xxxxxxxx arising by reason of Xxxx Xxxxxxxx’x prior representation of Seller or any of its Affiliates, including Company or Company Subsidiary. (c) In connection with respect the foregoing, each of Parent and Buyer irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Xxxx Xxxxxxxx’x prior representation of Company or Company Subsidiary and (ii) Xxxx Xxxxxxxx’x representation of Seller and its Affiliates prior to and after the Closing. (d) Each of Parent and Buyer further agrees that all communications in any form or format whatsoever between or among any of Xxxx Xxxxxxxx, Company, Company Subsidiary, any of Seller or its Affiliates, or any of their respective Representatives that relate in any way to the Excluded Assets negotiation, documentation and consummation of the Transactions, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Parent or Buyer. All Deal Communications that are attorney-client privileged (the Retained Liabilities “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and be controlled solely by, Seller and shall not pass to or Excluded Liabilitiesbe claimed by Parent or Buyer. (e) In the event that a dispute arises between Parent or Buyer and a third party, Parent or Buyer, as applicable, may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that none of Parent, Buyer, Company nor Company Subsidiary may waive such privilege without the prior written consent of Seller. In the event that Parent or Buyer, as applicable, is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Parent or Buyer, as applicable, shall immediately (iiiand, in any event, within three (3) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective Order, and Parent and Buyer, as applicable, agree to use all business recordscommercially reasonable efforts to assist therewith. (f) To the extent that files or other materials maintained by Xxxx Xxxxxxxx constitute property of its clients, documentsonly Seller shall hold such property rights and Xxxx Xxxxxxxx shall have no duty to reveal or disclose any such files or other materials or any Deal Communications by reason of any attorney-client relationship between Xxxx Xxxxxxxx, on the one hand, and Buyer or Parent, on the other hand. (g) Each of Parent and Buyer agrees that it will not (i) access or use the Deal Communications, including by way of review of any electronic data, communications or other information information, or by seeking to have Seller or any other Person waive the attorney-client or other privilege, or by otherwise asserting that Parent, Buyer, Company or Company Subsidiary has the right to waive the attorney-client or other privilege or (collectivelyii) seek to obtain the Deal Communications from Xxxx Xxxxxxxx. In furtherance of the foregoing, “Information”) it shall not be a breach of Seller any provision of this Agreement if, prior to the Closing, Seller, Company, Company Subsidiary or any of their respective Affiliates prepared in connection with this Agreementor Representatives take any action to protect from access or remove from the premises of Company or Company Subsidiary (or any offsite back-up or other facilities) any Deal Communications, the Ancillary Agreements including by segregating, encrypting, copying, deleting, erasing, exporting or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive otherwise taking possession of any Deal Communications (any such Privilegesaction, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged InformationPermitted Removal”). Upon receipt In the event that, notwithstanding any good-faith attempts by Seller or any of its or its Affiliates’ respective Representatives to achieve a Permitted Removal of any Deal Communication, any copy, backup, image, or other form or version or electronic vestige of any portion of such Deal Communication remains accessible to or discoverable or retrievable by Parent or Buyer or (each, a “Residual Communication”), each of Parent and Buyer agrees that it will not, and that it will cause its Affiliates ofand Representatives not to, intentionally use or attempt to use any such Person becomes aware that a current or former employee of such Person has receivedmeans to access, any subpoenaretrieve, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Partiesrestore, Buyer or Sellerrecreate, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 unarchive or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong gain access to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of view any Privilege that has been or may be asserted under this Section 5.9 or otherwiseResidual Communication for any purpose.

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectivelyEach Party, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any behalf of itself and its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or acknowledges and agrees that Dxxxx Xxxxxx & Sxxxxx LLP (iii) all business records, documents, communications or other information (collectively, “InformationSeller Counsel”) of Seller or any of their respective Affiliates prepared has acted as counsel for Sellers and the Company in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer Agreement and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged InformationSale Engagement”) and, in connection with the Sale Engagement, Seller Counsel has not acted as counsel for any other Person. Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company). Upon receipt by Seller or its , acknowledges and agrees that all confidential communications between Sellers, the Company and their respective Affiliates, on the one hand, and Seller Counsel, on the other hand, in the course of the Sale Engagement, that are attorney-client privileged (“Privileged Communications”) and the expectation of client confidence relating thereto shall be deemed to belong solely to Seller and its Affiliates (other than the Company), and not the Company, and shall not pass to or be claimed, held, or used by Buyer or its Affiliates ofthe Company upon or after the Closing. Accordingly, neither Buyer nor the Company shall have the right to access the Privileged Communications, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (a) to the extent the Privileged Communications constitute property of the client, only Seller shall hold such property rights and (b) Seller Counsel shall have no duty whatsoever to reveal or disclose any such Person becomes aware that a current Privileged Communications to Buyer or former employee the Company by reason of such Person has receivedany actual or alleged attorney-client relationship between Seller Counsel and the Company or otherwise. If and to the extent that, at any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Partiestime subsequent to Closing, Buyer or Sellerany of its Affiliates (including after the Closing, as the case may beCompany) shall have the right to assert or waive any attorney-client privilege with respect to the Privileged Communications, Buyer, on behalf of itself and its Affiliates (including after the Closing, the Company), shall be entitled to waive such privilege only with the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates is legally required or requested by any Governmental Entity to access or obtain a copy of all or a portion of the Privileged Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Privileged Communications to the extent necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer Seller Representative in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing writing (prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege Privileged Communications to the extent practicable) so that has been or may be asserted under this Section 5.9 or otherwiseSellers can seek a protective order and Bxxxx agrees to use reasonable best efforts (at the sole cost and expense of Sellers) to assist therewith.

Privilege. Recognizing that Cozen X’Xxxxxx (“Legal Counsel”) has acted as legal counsel to Company and Seller, and that Legal Counsel intends to act as legal counsel to Seller (in such capacity or in any other capacity) and their Affiliates after the Closing, (a) With respect Buyer hereby waives, on its own behalf and agrees to cause its Affiliates, including, after the Closing, Company, to waive, any attorney-client privilege conflicts that may arise in connection with Legal Counsel representing Seller and its Affiliates after the Closing and (b) Xxxxx hereby agrees that, in the event that a dispute arises between or work product protection among Buyer or any of its Affiliates (collectivelyincluding, “Privileges”after the Closing, Company) relating to and Seller or any of its Affiliates (i) the Businessincluding, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all businessCompany), previously or hereafter conducted by each of the Parties agrees that Legal Counsel may represent Seller or and any of its Affiliates, including with respect to Affiliates in such dispute even though the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) interests of Seller or any of their respective Affiliates prepared may be directly adverse to Buyer or any of its Affiliates (including, after the Closing, Company), and even though Legal Counsel may have represented Seller or any of its Affiliates in connection with this Agreementa matter substantially related to such dispute, the Ancillary Agreements or the transactions contemplated hereby may be handling ongoing matters for Seller or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and of its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent Company hereby waive, on behalf of Seller that would reasonably be expected themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by Legal Counsel. Xxxxx further agrees that, as to result in any waiver of any such Privileges. Subject all communications between Legal Counsel and Company to the foregoingextent related to the Contemplated Transactions, after and all attorney work product to the Closingextent related to the Contemplated Transactions, Buyer will have sole authority the attorney-client privilege, the expectation of client confidence and all other rights to determine whether to assert or waive any Privileges evidentiary privilege with respect thereto, belong to matters relating to the Business, the Purchased Assets, the Assumed Liabilities Company or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably may be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt controlled by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong not pass to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted claimed by Buyer or Seller Company. The Parties agree to constitutetake, or otherwise be deemedand to cause their respective Affiliates to take, a waiver all reasonable steps necessary to implement the intent of any Privilege that has been or may be asserted under this Section 5.9 or otherwise8.

Privilege. (a) With respect Each of the parties hereto acknowledges and agrees that (i) Xxxxxx LLP (“Sellers’ Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and consummation of the Transactions, and (ii) except for the Company, Sellers’ Counsel has not acted as counsel for any other person in connection with the Transactions and no other party or person has the status of a client of Sellers’ Counsel for conflict of interest or any other purpose as a result thereof. (b) None of Parent, Purchaser, Sub, the Surviving Company or any of their respective subsidiaries shall assert that any communication occurring prior to the First Effective Time between Sellers’ Counsel (and any other counsel to the Company or a Company Subsidiary), on the one hand, and the Company or a Company Subsidiary (including any one or more officers, directors, employees or Securityholder of the Company or its Subsidiaries), on the other hand, that is attorney-client privileged, constitutes attorney work product or other attorney-client confidential information arising from communications related to or arising out of the preparation, negotiation, documentation and consummation of the Transactions (the “Privileged Communications”) constitute attorney-client confidences that belong solely to the Company. Each of Parent, Purchaser, Sub and the Surviving Company (including on behalf of the Company and its Subsidiaries) hereby acknowledges and agrees all Privileged Communications shall be deemed to be attorney-client confidences that belong solely to the Securityholders and their affiliates (and not the Company or its Subsidiaries). Following the First Effective Time, the Stockholder Representative and the Securityholders will be permitted to use Privileged Communications in connection with the defense of any claim by Parent or any other Indemnified Party under Article IX. Notwithstanding anything to the contrary in this Agreement, (x) in the event that a dispute arises between Parent, the Surviving Company or any of their respective Subsidiaries and a third party after the Closing, Parent, the Surviving Company or any of their respective Subsidiaries may assert the attorney-client privilege to prevent disclosure of any Privileged Communications by Sellers’ Counsel to such third party, (y) neither the Stockholder Representative nor any of the Securityholders or their respective affiliates may waive such attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to disclose such communications or work product occurring files other than in connection with the enforcement or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any defense of their respective Affiliates prepared in connection with rights or obligations under this Agreement, ; and (z) none of the Ancillary Agreements Securityholders or the transactions contemplated hereby their respective affiliates may waive such privilege or thereby, Seller will have sole authority to determine whether to assert or waive any exercise such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action property rights without the prior written consent of Seller that would reasonably be expected to result in any waiver the Stockholder Representative, on behalf of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseSecurityholders.

Privilege. (a) With respect to any Seller acknowledges that the Acquired Assets include all attorney work-product protections, attorney-client privilege privileges and other legal protections and privileges to which Seller may be entitled in connection with any of the Acquired Assets or work product protection (collectivelyAssumed Liabilities. Seller is not waiving, “Privileges”) relating and will not be deemed to (i) the Businesshave waived or diminished, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliatesattorney work-product protections, including with respect attorney-client privileges or similar protections or privileges as a result of the disclosure of information to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared Buyer and its Representatives in connection with this Agreement and the Transactions contemplated by this Agreement. Seller and Buyer (a) share a common legal and commercial interest in all of the information and communications that may be subject to such protections and privileges, the Ancillary Agreements (b) are or the transactions contemplated hereby may become joint defendants in Proceedings to which such protections and privileges may relate and (c) intend that such protections and privileges remain intact should either Party become subject to any actual or thereby, threatened Proceeding to which such information or communications relate. Seller agrees that it and its Affiliates will have sole authority to determine whether no right or power after the Closing Date to assert or waive any such Privilegesprotection or privilege included in the Acquired Assets. Seller will take any actions reasonably requested by Buyer, including at the right sole cost and expense of Buyer unless Buyer is entitled to indemnification therefor under the provisions of Article VIII, in order to permit Buyer to preserve and assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without protection or privilege included in the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Acquired Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights Notwithstanding the foregoing, all communications between the Seller, on the one hand, and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard Seller’s legal counsel, on the other hand, relating to the effectnegotiation, if anypreparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged InformationCommunications”)) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall belong solely to the Seller and shall not pass to or be claimed by Buyer. Upon receipt by Accordingly, Buyer shall not have access to any Privileged Communications or to the files of Seller’s legal counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller (and not Buyer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and Buyer shall not be a holder thereof, (ii) to the extent that files of the Seller’s legal counsel in respect of such engagement constitute property of the client, only the Seller (and not Buyer) shall hold such property rights and (iii) the Seller’s legal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates, on the one hand, and a third party other than the Seller, on the other hand, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates may waive such privilege without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer or any of its Affiliates of, is required by Law to access or any such Person becomes aware that obtain a current copy of all or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more a portion of the other PartiesPrivileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Buyer’s counsel, then Buyer or Sellershall immediately (and, as the case may bein any event, shall promptly within five (5) Days) notify the other Party of Seller in writing so that the existence of the request and shall provide such other Party Seller can seek a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseprotective order.

Privilege. (a) With respect to All communications in any attorney-client privilege form or work product protection (collectivelyformat whatsoever between or among Xxxxxxx Procter LLP, “Privileges”) relating on the one hand, and the Company, its Subsidiaries, the Securityholder Representative and/or any Securityholder, or any of their respective directors, officers, employees or other representatives, on the other hand, if and only if such communications primarily relate to (i) the Businessnegotiation, documentation and consummation of the Purchased AssetsTransactions or (ii) any dispute arising under this Agreement, in the Assumed Liabilities case of either (i) or Transferred Liabilities related (ii), to communications or work product occurring or created on or the extent that they occur prior to the ClosingClosing Date (collectively, (iithe “Privileged Communications”) all businessshall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto belong solely to the Securityholder Representative and the Securityholders, previously shall be controlled by the Securityholder Representative on behalf of the Securityholders and shall not pass to or hereafter conducted be claimed by Seller Buyer, the Surviving Corporation or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, including with respect to in the Excluded Assets or event that a dispute arises between the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this AgreementBuyer, the Ancillary Agreements Surviving Corporation or its Subsidiaries, on the transactions contemplated hereby one hand, and a third party other than the Securityholder Representative or therebya Securityholder, Seller will have sole authority on the other hand, the Buyer, the Surviving Corporation or its Subsidiaries may assert the attorney-client privilege to determine whether prevent the disclosure of the Privileged Communications to assert such third party; provided, however, that none of the Buyer, the Surviving Corporation or its Subsidiaries may waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action privilege without the prior written consent of Seller the Securityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. In the event that would reasonably be expected Buyer, the Surviving Corporation or any Subsidiary of the Surviving Corporation is legally required by governmental order or otherwise legally required to result access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by Law, and (y) advisable in the opinion of Buyer’s counsel, then the Buyer shall immediately (and, in any waiver of any such Privileges. Subject event, within two (2) Business Days) notify the Securityholder Representative in writing (including by making specific reference to this Section) so that the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerSecurityholder Representative can seek a protective order. (b) The If and to the extent that files or other materials maintained by Xxxxxxx Xxxxxxx LLP consist of Privileged Communications and constitute property of its clients, only the Securityholder Representative and the Securityholders shall hold such property rights and obligations created Xxxxxxx Procter LLP shall have no duty to reveal or disclose any Privileged Communications by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure reason of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance attorney-client relationship between Xxxxxxx Xxxxxxx LLP, on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8one hand, and the disclosure Company or its Subsidiaries, on the other hand. For the avoidance of doubt, this Section 13.16(b) does not apply to Buyer any portion of such files or Seller other materials that do not consist of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseCommunications.

Privilege. (a) With respect to any attorney-Each party acknowledges and agrees, on its own behalf and on behalf of its directors, owners, stockholders, equityholders, officers, employees and Affiliates, that each of the Company and LGCS Holdco is a client privilege or work product protection (collectivelyof King & Spalding LLP, “Privileges”) relating to (i) and King & Spalding LLP has not represented Parent in connection with the Businesspreparation, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to negotiation and execution of this Agreement. After the Closing, it is possible that King & Spalding LLP will represent the Stockholders or their Affiliates and/or the Stockholders’ Representative (iiother than the Group Companies) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “InformationPermissible K&S Clients”) of Seller or any of their respective Affiliates prepared in connection with the Contemplated Transactions and any claims arising out of or relating to this Agreement, Agreement or the Ancillary Agreements Documents. Each party agrees that King & Spalding LLP (or any successor) may represent all or a portion of the Permissible K&S Clients in the future in connection with issues that may arise under this Agreement or any Ancillary Document and any claims arising out of or relating to this Agreement or any Ancillary Document or the transactions contemplated hereby and thereby. King & Spalding LLP (or any successor) may serve as counsel to all or a portion of the Permissible K&S Clients in connection with any litigation, claim or obligation arising out of or relating to this Agreement or any Ancillary Document or the transactions contemplated hereby or thereby. Each Party consents thereto, Seller will have sole authority and waives any conflict of interest arising therefrom, and each Party shall cause any of its Affiliates to determine whether consent to assert or waive any conflict of interest arising from such Privilegesrepresentation. Each Party acknowledges that the consent and waiver set forth in this Section 10.15 are voluntary and have been carefully considered and that the Parties have consulted with counsel or have been advised that they should do so in connection with this consent and waiver. (b) The Parties agree that all communications among King & Spalding LLP, on the one hand, and the Company and any member of the Company Group and the Company, on the other hand, that relate in any way to the Contemplated Transactions (including communications regarding the right process conducted by the Company and the Company Group leading up to assert the Contemplated Transactions) and the negotiation, documentation and consummation thereof shall be deemed to be attorney-client confidences that belong solely to the Company Group and not to Parent or the Company. Accordingly, neither Parent nor the Company shall have access to any such Privilege against Buyer communications or to the files of King & Spalding LLP relating to such engagement. Without limiting the generality of the foregoing, upon and its Affiliatesafter the Closing, (i) the Company Group shall be the sole holder of the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege with respect to such communications and such engagement, (ii) to the extent that files of King & Spalding LLP in respect of such communications or engagement constitute property of the client, only the Company Group (and not Parent or the Company) shall hold such property rights, and (iii) King & Spalding LLP shall have no duty to reveal or disclose any such attorney-client communications or files to Parent or the Company by reason of any attorney-client relationship between King & Spalding LLP and Company or otherwise. Buyer This Section 10.15(b) is for the benefit of the Company Group, and its Affiliates shall take the Company Group is the intended beneficiary of this Section 10.15(b). This Section 10.15(b) will be irrevocable, and no action term of this Section 10.15(b) may be amended, waived or modified without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerCompany. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect The Parties agree that, from and after the Closing (and in the case of Seller, from the date hereof), to the extent permitted by Law, their respective rights and obligations to maintain, preserve, assert or waive any or all attorney-client privilege or and work product protection privileges belonging to any Party with respect to the Business and the Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Retained Liabilities (collectively, collectively “Privileges”) shall be governed by the provisions of this ‎Section 5.13. From and after the Closing (and in the case of Seller, from the date hereof), with respect to matters primarily relating to the Excluded Assets or the Retained Liabilities, and, notwithstanding the next sentence, with respect to all information of Seller and its Affiliates to the extent relating to the Sale Process (i) other than information to the extent not relating to the Sale Process but relating to the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets Purchased Entities and their Subsidiaries or the Retained Liabilities or Excluded Assumed Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby), Seller will and its Affiliates shall have sole authority in perpetuity to determine whether to assert or waive any such or all Privileges, including and no Purchaser nor any of its Affiliates shall take any action without the right prior written consent of Seller that would be reasonably likely to assert result in any waiver of any such Privilege against Buyer that could be asserted by Seller or such Affiliate. From and its Affiliates. Buyer after the Closing, with respect to matters primarily relating to the Business, Purchased Assets, the Purchased Entities and their Subsidiaries or the Assumed Liabilities, Purchasers shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Seller and its Affiliates shall take no action without the prior written consent of Seller Purchasers that would be reasonably be expected likely to result in any waiver of any such PrivilegesPrivilege. Subject Notwithstanding the foregoing sentence, Purchaser agrees not to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive take any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer Seller that would be reasonably be expected likely to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply Privilege with respect to all Information matters arising prior to the Closing in relation to the Business, the Purchased Assets or the Assumed Liabilities. All information as to which Seller or any its Affiliates, on the one hand, or Purchasers or any of their Affiliates, on the other hand, would be entitled to assert or has asserted a Privilege pursuant to this ‎Section 5.13 is referred to as “Privileged Information”. Any waiver of Privilege in relation to Privileged Information over which both Seller or any of its Affiliates would be and Purchasers or any of their Affiliates are entitled to assert or have asserted a Privilege without regard to shall require the effectprior written consent of both Seller and Purchasers. (b) From and after the Closing (and in the case of Seller, if anyfrom the date hereof), of the transactions contemplated hereby upon (the “Privileged Information”). Upon i) receipt by Seller or any of its Affiliates, or Buyer or its Affiliates ofon the one hand, or Purchasers or any such Person becomes aware that a current or former employee of such Person has receivedtheir Affiliates, on the other hand, of any subpoena, discovery or other request from any Person third party that actually or arguably calls for the production or disclosure of Privileged Information Information, or (ii) Seller or any of its Affiliates, on the one hand, or more Purchasers or any of their Affiliates, on the other Partieshand, Buyer obtaining knowledge that any current or Sellerformer employee has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information, Seller or Purchasers, as the case may be, shall promptly notify the other Party of the existence of the applicable request and shall provide such the other Party a reasonable opportunity to review the Privileged Information such request and to assert any rights it may have under this Section 5.9 ‎Section 5.13 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwise.

Privilege. (a) With respect Following consummation of the transactions contemplated hereby, K&E may serve as counsel to each and any attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) of the BusinessRepresentative, the Purchased AssetsUnitholders, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of Optionholders and their respective Affiliates prepared Non-Recourse Parties, in connection with any matter arising out of or relating to this Agreement, the Ancillary Agreements Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, continued representation of any other Person (including the right Representative, the AEI Consultants and their respective Affiliates), and each of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom including, for the avoidance of doubt, the resolution and finalization of the Closing Cash Proceeds pursuant to assert Section 3.03; provided that, such representation, consent and waiver shall not include any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action representation by K&E in respect of any litigation or dispute proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Seller Parent. The Company and its Subsidiaries further acknowledge that would reasonably be expected to result in any waiver Parent is also a client of any such Privileges. Subject to the foregoingK&E, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges but not with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities this Agreement or the Transferred Liabilities related transactions contemplated hereby. Parent and the Company hereby acknowledge that K&E’s concurrent representation of each of Parent (in other matters) and the Company (in connection with this Agreement and the transactions contemplated hereby) is with the understanding that such representation will not preclude K&E from continuing its current and ongoing representations of either clients or assuming any future representation in other matters that Parent or the Company, as applicable, may request; provided that, such future representation shall not include any representation by K&E in respect of any litigation or dispute proceeding adverse to communications Parent or work product occurring or created after the Closing, and Seller and any of its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to Parent. Any attorney-client privilege, work product protection or expectation of confidentiality arising out of or as a result of K&E’s representing the Company or any of its Subsidiaries in any waiver matter relating in any way to the Representative, the AEI Consultants and their respective Affiliates to the extent related to the transactions contemplated by this Agreement (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Representative. For the avoidance of doubt, as to any Privileged Materials, Parent, Merger Sub and the Company (including, after the Closing, the Surviving Company), together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Materials in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties after the Closing, and the Representative, the AEI Consultants and their respective Affiliates shall have the right to assert any of the Privileges against the Company (including, after the Closing, the Surviving Company) and its Subsidiaries. Notwithstanding anything in this Section 13.14 to the contrary, in the event that a dispute arises between Parent or any Affiliate of Parent (including the Company or any of its Subsidiaries), or any of their respective successors-in-interest, on the one hand, and any third party other than the Representative, the Unitholder, the Optionholders and their respective Non-Recourse Parties, on the other hand, Parent or such Affiliate may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to any such Privileges third party. The Company (including, after the Closing, the Surviving Company) further agrees that, on its own behalf and on behalf of Buyer. (b) its Subsidiaries, K&E’s retention by the Surviving Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The rights Surviving Company shall cause each of its future direct and obligations created by indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 5.9 will apply 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. In the event Parent or the Surviving Company is legally required or requested by any Governmental Body to access or obtain a copy of all Information or a portion of the Privileged Materials, Parent or the Surviving Company, as to which Seller or its Affiliates would applicable, shall be entitled to assert access or have asserted obtain a Privilege without regard copy of and disclose the Privileged Materials to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or extent necessary to comply with any such Person becomes aware legal requirement or request; provided that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, Parent shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer Representative in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing writing (prior to the Closing are made in reliance on disclosure by Parent or the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or BuyerSurviving Company, as applicable, of any Privileged Materials to the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, extent reasonably practicable) so that the Representative can seek a protective order and the disclosure Parent agrees to Buyer or Seller use commercially reasonable efforts (at the sole cost and expense of Privileged Information pursuant the Representative) to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseassist therewith.

Privilege. Recognizing that Xxxxxxx Xxxx & Xxxxxxxxx LLP (a) With respect to any attorney-client privilege or work product protection (collectively, “PrivilegesWF&G”) relating has acted as legal counsel to both Vatera Healthcare Partners LLC (i“Vatera”) and the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or Company prior to the Closing, (ii) all businessand that WF&G intends to act as legal counsel to Vatera after the Closing, previously or hereafter conducted by Seller or each of Castle and the Surviving Corporation hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared conflicts that may arise in connection with this Agreement, WF&G representing Vatera and its Affiliates (other than the Ancillary Agreements Company) after the Closing as such representation may relate to the Company or the transactions contemplated hereby or therebyherein. In addition, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer all communications involving attorney-client confidences involving Vatera and its Affiliates shall take no action without in the prior written consent course of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoingnegotiation, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, documentation and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to Vatera and its Affiliates (other than the “Privileged Information”Company). Upon receipt by Seller or its AffiliatesAccordingly, Castle, the Company and the Surviving Corporation shall not have access to any such communications, or Buyer to the files of WF&G relating to WF&G’s engagement with Vatera, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Vatera and its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or (other request from any Person that actually or arguably calls for than the production or disclosure of Privileged Information of one or more Surviving Corporation) shall be the sole holders of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide attorney-client privilege with respect to such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8engagement, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will Company shall not be asserted a holder thereof, (ii) to the extent that files of WF&G in respect of such engagement constitute property of the client, only Vatera and its Affiliates (other than the Surviving Corporation) shall hold such property rights and (iii) WF&G shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Surviving Corporation by Buyer or Seller to constitute, or otherwise be deemed, a waiver reason of any Privilege that has been or may be asserted under this Section 5.9 attorney-client relationship between WF&G and the Surviving Corporation or otherwise.

Privilege. (a) With respect to any Each of Seller and Buyer, for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney-client privilege privileged communications between any Seller Party and their respective current or work product protection former Affiliates or Representatives (collectivelyin each case, including any of their respective directors, officers, employees and contractors) and their counsel, including White & Case LLP, Cxxxx y Cía. Ltda. and Blake, Cxxxxxx & Gxxxxxx LLP, made before the consummation of the Closing in connection with the negotiation, preparation, execution, delivery and Closing under any Transaction Agreement or any Transaction Dispute (the “PrivilegesPrivileged Communications”) relating shall continue after the Closing to (i) be privileged communications with such counsel and shall be subject to a shared privilege between the BusinessSeller Parties, on the Purchased Assetsone hand, and the Assumed Liabilities or Transferred Liabilities related Entities, on the other hand. The Seller Parties and the Transferred Entities shall have equal right to communications or work product occurring or created on or prior to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the Closing, (ii) all business, previously or hereafter conducted Closing by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller Parties or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller Buyer; provided, however, that would reasonably be expected to result in neither Buyer nor any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing may waive such shared privilege or access any Privileged Communication without the prior written consent of Seller. In the event that Buyer that would reasonably be expected to result in or any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled are legally required by any Law or Order to assert produce any Privileged Communications in their possession, Buyer shall as promptly as practicable notify Seller in writing so that Seller can seek a protective order or have asserted a Privilege without regard take other appropriate action (at Seller’s sole cost and expense) and Buyer agrees to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or use and to cause its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a to use all commercially reasonable opportunity efforts to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseassist therewith.

Privilege. (a) With respect to any attorney-client privilege or work product protection Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (collectivelyincluding the Transferred Entities after the Closing), that, following the Closing, Ropes & Xxxx LLP (“PrivilegesParent Group’s Counsel”) may serve as counsel to members of the Parent Group and their Affiliates (including the Sellers) in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) the Business, the Purchased Assets, the Assumed Liabilities to waive any claim they have or Transferred Liabilities related to communications may have that Parent Group’s Counsel has a conflict of interest or work product occurring or created on or prior to the Closing, is otherwise prohibited from engaging in such representation and (ii) all businessthat, previously or hereafter conducted by Seller in the event that a dispute arises after the Closing between Purchaser or any of its AffiliatesAffiliates (including any Transferred Entity), including with respect to on the Excluded Assets or one hand, and the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller Parent Group or any of their Affiliates (including the Sellers), on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates (including the Sellers) in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the members of the Parent Group or their Affiliates and their respective Affiliates prepared Representatives, on the other hand, that relate in connection with any way to this Agreement or any Ancillary Agreement, the Ancillary Agreements negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby (“Privileged Communications”), and all attorney work product relating thereto (“Protected Work Product”, and together with Privileged Communications, “Protected Material”), the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or thereby, Seller will have sole authority to determine whether to assert be claimed by Purchaser or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided that such Transferred Entity may not waive such privilege without the prior written consent of Seller Parent. (b) Purchaser agrees that would reasonably it shall not, and that it shall cause its Affiliates not to, knowingly and intentionally access or use the Protected Material, including by way of review of any electronic data, communications or other information. For avoidance of doubt, the preceding sentence shall not be expected deemed violated if any employee of Purchaser accesses or uses any Privileged Communication to which such employee was a party (including by way of review of any electronic data, communications or other information), provided that such access and use shall not result in any waiver of any such Privileges. Subject to Seller’s attorney-client privilege or the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges work product doctrine with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerProtected Material. (bc) The rights Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and obligations created by effect of this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, 12.13. Parent Group’s Counsel is an express intended third party beneficiary of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee this Agreement for purposes of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent 12.13, and may enforce the production or disclosure of any such Privileged Informationsame. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to This Section 12.13 will survive the Closing are made and will remain in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseeffect indefinitely.

Privilege. The parties acknowledge that each of Xxxxxx & Xxxxxxx LLP (a“L&W”) With respect and XxXxxxxx Xxxxxxxx LLP (“MTL”) has acted as legal counsel to any certain of the Stockholders and the Company, its Affiliates and the Group Companies prior to the Closing and that all communications involving attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or confidences between any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer Stockholders and its Affiliates shall take no action without in the prior written consent course of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoingnegotiation, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, documentation and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Stockholders and their Affiliates (and not the “Privileged Information”Group Companies). Upon receipt by Seller or its Affiliates; provided, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more all communications involving attorney-client confidences of the other Parties, Buyer or Seller, as Company in the case may be, shall promptly notify the other Party course of the existence negotiation, documentation and consummation of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will regarding the terms of the Contract set forth on Schedule 12.18 (and, for the avoidance of doubt, not related solely to the negotiation and documentation of this Agreement) (the “Excluded Communications”) shall be asserted by Buyer or Seller deemed to constitutebe attorney-client confidences that belong solely to the Company. Accordingly, the Group Companies shall not have access to any such communications (other than Excluded Communications), or otherwise to the files of L&W or MTL relating to such engagement (other than with respect to Excluded Communications). Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable Stockholders and their Affiliates (and not the Group Companies) shall be deemedthe sole holders of the attorney-client privilege with respect to such engagement (other than with respect to Excluded Communications), and none of the Group Companies shall be a waiver holder thereof, (b) to the extent that files of L&W or MTL in respect of such engagement (other than with respect to Excluded Communications) constitute property of the client, only the applicable Stockholders and their Affiliates (and not the Group Companies) shall hold such property rights and (c) L&W or MTL shall have no duty whatsoever to reveal or disclose any such attorney-client communications (other than Excluded Communications) or files to any of the Group Companies (other than with respect to Excluded Communications) by reason of any Privilege that has been attorney-client relationship between L&W or may be asserted under this Section 5.9 MTL and any of the Group Companies or otherwise.

Privilege. (a) With respect to any attorney-client privilege or work product protection Buyer, on behalf of itself and its Affiliates (including the Company Group following the Closing) (collectively, the “PrivilegesBuyer Affiliate Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP (the “Law Firm”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities has a conflict of interest or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by is otherwise prohibited from representing a Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilitiesdirectors, or officers, employees, agents, auditors and representatives (iii) all business records, documents, communications or other information (collectively, “InformationSeller Related Parties”) of Seller in any post-Closing matter or dispute with any of their respective Affiliates prepared in connection with the Buyer Affiliate Parties related to or arising under this Agreement, Agreement (including the Ancillary Agreements negotiation hereof) or the transactions contemplated hereby hereby, even though the interests of one or thereby, more of the Seller will have sole authority to determine whether to assert Related Parties in such matter or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably dispute may be expected to result in any waiver of any such Privileges. Subject directly adverse to the foregoing, after interests of one or more of the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerAffiliate Parties. (b) The rights Buyer, on behalf of itself and obligations created by this Section 5.9 will apply all other Buyer Affiliate Parties, acknowledges and agrees that the Company Group’s attorney-client privilege and attorney work-product protection with respect to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard pre-Closing communications, information and documentation between and among the Law Firm, on the one hand, and any member of the Company Group, on the other hand, relating to the effect, if any, provision of legal advice in respect of the transactions contemplated hereby (such communications, the “Privileged InformationTransaction Communications”)) be retained and controlled by the Sellers, and may be waived only by the Sellers. Upon receipt Xxxxx and each Seller acknowledges and agrees that (i) the foregoing attorney-client privilege and work product protection shall not be controlled, owned, used, waived or claimed by Seller or its Affiliatesany Buyer Affiliate Party upon consummation of the Closing; and (ii) in the event of a dispute between any Buyer Affiliate Party, or Buyer or its Affiliates ofon the one hand, and a third party, on the other hand, or any other circumstance in which such Person becomes aware a third party requests or demands that a current or former employee Buyer Affiliate Party Company produce Privileged Transaction Communications, Buyer shall, and shall cause the other Buyer Affiliate Parties, to assert such attorney-client privilege on behalf of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or Seller Related Parties to prevent disclosure of privileged materials or attorney work product to such third party. Notwithstanding the foregoing, the parties agree that the protections afforded by this Section 15.17(b) shall not be considered, and is not, a waiver by Buyer of any attorney-client privilege that Buyer may have over the Privileged Information Transaction Communications as against any third party other than the Seller Related Parties. In the event of a dispute between any Buyer Affiliate Party, on the one or more of hand, and a third party other than any Seller Related Party, on the other hand, Xxxxx may assert the attorney-client privilege to prevent disclosure of any Privileged Transaction Communications to such third party. (c) Notwithstanding anything to the contrary set forth in this Section 15.17, in the event that the Buyer is required or requested under Applicable Law (including by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity) to produce or disclose any Privileged Transaction Communications, the Buyer shall be entitled to so produce or disclose such Privileged Transaction Communications, provided that, as soon as reasonably practicable following such a request or order, the Buyer shall, to the extent so permitted, notify the Sellers in writing and afford the Seller Related Parties, Buyer or Sellerat their sole cost and expense, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review seek such remedy as may be available to the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise Seller Related Parties to prevent the production or disclosure of of, or access to, any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to Transaction Communications or maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8any Privileged Transaction Communications, and the disclosure Buyer shall and shall cause its Affiliates to Buyer or reasonably cooperate with the Seller of Privileged Information pursuant Related Parties, at the Seller Related Parties’ sole cost and expense, as reasonably requested, and to this Agreement or the extent permitted by Applicable Law, in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisetherewith.

Privilege. (a) With Each of the Parties acknowledges and agrees that Jones Day has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (b) Xxxxx consents and agrees to Xxxxx Day’s representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Buyer and its Affiliates. Xxxxx further consents and agrees to the communication by Xxxxx Day to Seller and its Affiliates in connection with any such representation of any fact known to Xxxxx Day arising by reason of Xxxxx Day’s prior representation of Seller or any of its Affiliates. (c) In connection with the foregoing, Xxxxx irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with Xxxxx Day’s representation of Seller and its Affiliates prior to and after the Closing. (x) Xxxxx further agrees that all communications in any form or format whatsoever between or among any of Xxxxx Day, Seller or its Affiliates, or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions, and beginning on the Agreement Date, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Buyer. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and be controlled solely by, Seller and shall not pass to or be claimed by Xxxxx. (e) In the event that a dispute arises between Xxxxx and a third party, Xxxxx shall assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written Consent of Seller. In the event that Buyer is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall immediately (and, in any event, within two (2) Business Days but in all events prior to accessing or obtaining a copy of all or a portion of the Deal Communications) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective Order, and Buyer agrees to use all commercially reasonable efforts to assist therewith. (f) To the extent that files or other materials maintained by Xxxxx Day constitute property of its clients, only Seller shall hold such property rights and Xxxxx Day shall have no duty to reveal or disclose any such files or other materials or any Deal Communications by reason of any attorney-client privilege or work product protection relationship between Jones Day, on the one hand, and Xxxxx, on the other hand. (collectively, “Privileges”g) relating to Xxxxx agrees that it will not (i) access or use the BusinessDeal Communications, the Purchased Assetsincluding by way of review of any electronic data, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring other information, or created on by seeking to have Seller or any Indemnifying Party waive the attorney-client or other privilege, or by otherwise asserting that Buyer has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Deal Communications from Xxxxx Day. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if{, prior to the Closing,} Seller or any of its Affiliates or Representatives take any action to protect from access or remove from the Business any Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications (ii) all businessany such action, previously or hereafter conducted a “Permitted Removal”). In the event that, notwithstanding any good-faith attempts by Seller or any of its or its Affiliates’ respective Representatives to achieve a Permitted Removal of any Deal Communication, including any copy, backup, image, or other form or version or electronic vestige of any portion of such Deal Communication remains accessible to or discoverable or retrievable by Buyer (each, a “Residual Communication”), Buyer agrees that it will not, and that it will cause its Affiliates and Representatives not to, intentionally use or attempt to use any means to access, retrieve, restore, recreate, unarchive or otherwise gain access to or view any Residual Communication for any purpose. (h) Xxxxx further acknowledges and agrees that, with respect to the Excluded Assets any Action or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of dispute between Seller or any one of their respective Affiliates prepared in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or on the one hand, and Buyer or one of its Affiliates ofAffiliates, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of on the other Partieshand, Buyer or Seller, as the case only Seller may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert waive any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges evidentiary privilege that may belong attach to or a pre-Closing communication that is determined by a court of competent jurisdiction to be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access subject to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwiseattorney-client privilege.

Privilege. (a) With The Sellers have advised the Purchaser that Akin Gump Xxxxxxx Xxxxx & Xxxx LLP has represented AIV2, AIV1, S/T Group and S/T Blocker with respect to the transactions contemplated hereby. In light of the foregoing and subject to the following sentence, the Purchaser and each Acquired Company agree that any attorney-client privilege privilege, attorney work-product protection, and reasonable expectation of client confidence attaching as a result of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP’s representation of AIV2, AIV1, S/T Group or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including S/T Blocker with respect to the Excluded Assets transactions contemplated hereby, all information and documents covered by such privilege or protection and all communications between and documents exchanged between AIV2, AIV1, S/T Group, S/T Blocker or any of their directors, managers, officers, shareholders or members, in each case, related solely to the Retained Liabilities transactions contemplated hereby shall belong to and be controlled by AIV2 and AIV1 and may be waived only by AIV2 and AIV1, as applicable, and not S/T Group or Excluded LiabilitiesS/T Blocker, and shall not pass to or (iii) all business recordsbe claimed or used by the Purchaser, documentsS/T Group, communications or other information (collectively, “Information”) of Seller S/T Blocker or any of their respective Affiliates prepared in connection with this Agreement, after the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its AffiliatesClosing. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to Notwithstanding the foregoing, after the Closingsuch attorney-client privilege, Buyer will have sole authority attorney work-product protection and client confidence shall also belong to determine whether and also be controlled by S/T Group and S/T Blocker (and not heretofore waived by S/T Group or S/T Blocker) and shall be deemed passed to assert or waive any Privileges with respect to matters relating to the Businessand claimed by S/T Group and S/T Blocker, the Purchased Assetsas applicable, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without to the prior written consent of Buyer that would reasonably extent any such attorney-client privilege, attorney work-product protection or client confidence is required to be expected waived or otherwise required to result be similarly released by any Governmental Authority, under applicable Laws or pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Authority or any arbitration panel, tribunal or arbitrator, and, in any waiver such case, neither S/T Group, nor S/T Blocker, nor any of their Affiliates shall be in breach or violation of any such Privileges provision of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or any Related Documents for providing any information, documents, communications or client confidences to any Governmental Authority in connection with response to, and subject to the transactions contemplated hereby will not be asserted by Buyer or Seller to constituterequirement limitation in, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisethe foregoing.

Privilege. (a) With respect Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”) has represented SunPower and the Partnership in connection with the transactions contemplated hereby. Parent (on their behalf and on behalf of their Affiliates) hereby (a) agrees that, after the closing of the transactions contemplated hereby, Xxxxx Xxxxx may represent SunPower or its Affiliates or other party on any matter directly or indirectly adverse to Parent, the General Partner, the Partnership, OpCo or any of their Affiliates and (b) waives any conflict in connection therewith. Parent (on their behalf and on behalf of their Affiliates) further agrees that, as to all communications among Xxxxx Xxxxx, the General Partner, the Partnership, OpCo, the Subsidiaries of the Partnership or OpCo and SunPower and/or its Affiliates (including any of their respective directors, partners, managers, officers or employees), the attorney-client privilege and the expectation of client confidence belongs to SunPower and its Affiliates (as applicable) and shall be controlled by SunPower and its Affiliates and shall not pass to or work product protection (collectively, “Privileges”) relating to (i) be claimed by the BusinessGeneral Partner, the Purchased AssetsPartnership, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller OpCo or any of their respective Affiliates prepared in connection with after closing. Xxxxx Xxxxx shall be a third-party beneficiary for purposes of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, Seller will have sole authority to determine whether to assert or waive any such Privileges, including the right to assert any such Privilege against Buyer and its Affiliates. Buyer and its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject to the foregoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of BuyerSection 9.17(a). (b) The rights All work performed, advice provided and obligations created representation by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effectSkadden, if anyArps, of the transactions contemplated hereby Slate, Xxxxxxx & Xxxx LLP (the “Privileged InformationSkadden”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or ) in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller matters on or prior to constitutethe Closing Date related to the General Partner, the Partnership, OpCo or otherwise be deemed, a waiver any of any Privilege that their Affiliates has been work performed for, advice provided to and representation of First Solar and not the General Partner, the Partnership, OpCo or any of their Affiliates. Accordingly, Parent (on their behalf and on behalf of their Affiliates) hereby (a) agrees that, Skadden may represent First Solar or its Affiliates or other party on any matter with respect to the General Partner, the Partnership, OpCo or any of their Affiliates even though the interests of First Solar or its Affiliates or such party may be asserted under directly or indirectly adverse to Parent, the General Partner, the Partnership, OpCo or any of their Affiliates and (b) waives any conflict in connection therewith. Parent (on their behalf and on behalf of their Affiliates) further agrees that, as to all communications among Skadden, the General Partner, the Partnership, OpCo, the Subsidiaries of the Partnership or OpCo and First Solar and/or its Affiliates (including any of their respective directors, partners, managers, officers or employees), the attorney-client privilege and the expectation of client confidence belongs to First Solar and its Affiliates (as applicable) and shall be controlled by First Solar and its Affiliates and shall not pass to or be claimed by the General Partner, the Partnership, OpCo or any of their Affiliates. The foregoing shall not apply solely with respect to the Existing Credit Facility which is to be repaid as of the Closing Date in accordance with this Agreement. Skadden shall be a third-party beneficiary for purposes of this Section 5.9 or otherwise9.17(b).

Privilege. (a) With respect to any attorney-client privilege or work product protection (collectivelyBuyer hereby agrees, “Privileges”) relating to (i) the Businesson its own behalf and on behalf of its controlled Affiliates, the Purchased Assetsthat, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to following the Closing, Dxxxxx Gxxxxxx PLLC (ii“Seller Group’s Counsel”) all business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect may serve as counsel to the Excluded Assets or the Retained Liabilities or Excluded LiabilitiesSeller, or (iii) all business records, documents, communications or other information (collectively, “Information”) of Seller or any of Parent and their respective Affiliates prepared in connection with the negotiation and documentation of this Agreement, Agreement and the Ancillary Agreements Documents or the transactions contemplated hereby or thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents, the negotiation, performance or subject matter hereof or thereof, notwithstanding any representation by Seller will have sole authority Group’s Counsel prior to determine whether the Closing Date. Buyer hereby agrees, on its own behalf and on behalf of its controlled Affiliates, (a) to assert or waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such Privilegesrepresentation on the basis that Seller Group’s Counsel represented Seller, including Parent and their respective Affiliates prior to the right Closing and (b) that, in the event that a dispute arises after the Closing between Buyer or any of its controlled Affiliates, on the one hand, and the Seller, Parent or any of their respective Affiliates, on the other hand, Seller Group’s Counsel may represent the Seller, Parent and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to assert Buyer or any of its controlled Affiliates and even though Seller Group’s Counsel may have represented Seller in a matter substantially related to such Privilege against Buyer dispute. Buyer, on behalf of itself and its controlled Affiliates also further agrees that, as to all communications to or from Seller Group’s Counsel, on the one hand, and the Seller, Parent or their respective Affiliates and their respective Representatives, on the other hand, that occurred prior to the Closing and are entitled to the protections afforded by attorney-client privilege, the attorney-client privilege belongs and will belong solely to the Seller, Parent or their respective Affiliates and their respective Representatives and will not pass to or be claimed by Buyer or its controlled Affiliates. None of Buyer or any of its controlled Affiliates may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller, Parent or their respective Affiliates. Buyer and acknowledges that it has consulted with independent counsel of its Affiliates shall take no action without the prior written consent of Seller that would reasonably be expected to result in any waiver of any such Privileges. Subject own choosing with respect to the foregoingmeaning and effect of this Section 9.14. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 9.14, and may enforce the same. This Section 9.14 will survive the Closing and will remain in effect indefinitely. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Buyer or any of its respective controlled Affiliates or Representatives, on the one hand, and a third party, on the other hand, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its controlled Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected and Representatives may assert such aforementioned attorney-client privilege to result in any waiver of any such Privileges of Buyer. (b) The rights and obligations created by this Section 5.9 will apply to all Information as to which Seller or its Affiliates would be entitled to assert or have asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, or Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of such Person has received, any subpoena, discovery or other request from any Person that actually or arguably calls for the production or prevent disclosure of Privileged Information of one or more of the other Parties, Buyer or Seller, as the case may be, shall promptly notify the other Party of the existence of the request and shall provide confidential communications to such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or otherwise to prevent the production or disclosure of any such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the Closing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, including Sections 5.2 and 5.8, and the disclosure to Buyer or Seller of Privileged Information pursuant to this Agreement or in connection with the transactions contemplated hereby will not be asserted by Buyer or Seller to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.9 or otherwisethird party.