Common use of Privileged Communications Clause in Contracts

Privileged Communications. The Purchaser, for itself and for the Acquired Companies following the Closing, and for the Purchaser’s and the Acquired Companies’ respective successors and assigns, acknowledges and agrees that all communications between the Sellers, their Affiliates and the Acquired Companies, on the one hand, and counsel, on the other hand, including Wachtell, Lipton, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of the Sellers and/or any their Affiliates (including each of the Acquired Companies), and their counsel and would not be subject to disclosure to the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between the Sellers and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protection, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, and shall not pass to or be claimed or used by the Purchaser, the Acquired Companies or their Affiliates.

Privileged Communications. The PurchaserIt is acknowledged by the Parties that Xxxxx Xxxxxx & Xxxxxx LLP and VHG Servicios Legales S.C. (the “Firms”) have been retained by Golden Minerals, for itself Sellers and/or the Companies to act as its counsel in connection with the transactions contemplated hereby. Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer and for the Acquired Companies following the Closing, and for the Purchaser’s and the Acquired Companies’ respective successors and assigns, acknowledges and agrees that all communications between the Sellers, their Affiliates and the Acquired Companies, a Company on the one hand, and counsel, any Seller Party on the other hand, the Firms, or their successors, may represent the Sellers in such dispute even though the interests of the Sellers may be directly adverse to the Companies, and even though the Firms may have represented the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Companies. Buyer further agrees that, as to all communications among the Firms or their successors, the Sellers and/or the Companies and their respective Affiliates, officers, directors, managers, members, employees or Representatives that relate in any way to the transactions contemplated by this Agreement (including Wachtell, Lipton, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing closing under, or any dispute or Action proceeding arising under or in connection with, this Agreement whichAgreement) that, immediately prior to the Closing, would be deemed to be privileged communications of protected by the Sellers attorney–client communication and/or any their Affiliates work product doctrine (including each of the Acquired Companies), and their counsel and would not be subject to disclosure to the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, “Privileged Communications”) shall continue after the Closing to be privileged communications between protected by the attorney–client privilege and the work product doctrine and shall belong to the Sellers. The Privileged Communications shall maintain their status as protected by the attorney–client communication and/or work product doctrine (and belonging to the Sellers even though Buyer and the Companies and their respective successors and assigns have access to such counsel documents and communications) after Closing. After Closing, neither Buyer nor the Purchaser nor Companies or any Person acting or purporting to act on behalf of or through Buyer or the Purchaser Companies shall seek to obtain access, or request from the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not Firms or the Sellers, the Privileged Communications. The Purchaser agrees Following the Closing, the Sellers 37 shall be permitted to use the Privileged Communications with respect to any claim in connection with the defense of any claim by Buyer under ARTICLE VIII. Other than as explicitly set forth in this Section 10.14, the Parties acknowledge that any attorney-–client privilege, attorney privilege or work product protection, and expectation of client confidence arising from or other privilege attaching as a result of counsel’s representation of legal counsel representing the Acquired Companies or the Sellers prior to the Closing, Closing shall survive the Closing and all information and documents covered by such continue to be a privilege or protection, shall belong to and be controlled by of the Sellers and may be waived only by the SellersCompanies, and not by any of Sellers, after the Acquired Companies or any other Person, and shall not pass to or be claimed or used by the Purchaser, the Acquired Companies or their AffiliatesClosing. [Signature page follows.]

Privileged Communications. The Purchaser, for itself and Xxxx Xxxxx LLP (“Counsel”) have acted as counsel for the Acquired Companies following the ClosingCompany, Seller and for the Purchaser’s Owner in connection with this Agreement and the Acquired Companies’ respective successors Related Agreements and assignsthe consummation of the Transactions (the “Transaction Engagement”). Notwithstanding the Transaction Engagement, acknowledges and Owner agrees that (a) all communications in any form or format whatsoever between the Sellers, their Affiliates and the Acquired Companiesor among Counsel, on the one hand, and counselthe Company or any of its directors, officers, employees, agents, or advisors, on the other hand, including Wachtellthat relate in any way to the Transaction Engagement (collectively, Liptonthe “Privileged Communications”) will be deemed to be attorney-client privileged communications that belong to the Company, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, (b) immediately prior to the Closing, would be deemed to be privileged communications without the need for any further action on the part of the Sellers and/or any their Affiliates (including each of the Acquired Companies)Person, all right, title, and their counsel interest of Owner in and would to any and all Privileged Communications shall transfer to and be vested solely in the Company, (c) from and after the Closing, the Privileged Communications and the expectation of client confidence relating thereto shall belong solely to the Company and may be controlled by the Company and shall not be subject claimed by Owner or any of its Affiliates, and (d) Counsel shall have no duty whatsoever to disclosure reveal or disclose any such Privileged Communications, or any of its files relating to the Purchaser in connection with Transaction Engagement, to Owner, any process relating to a dispute arising under of its Affiliates, or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between the Sellers and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same their respective Representatives by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that reason of any attorney-client privilegerelationship between Counsel and Owner or otherwise. Owner and its Affiliates will not have access to any such Privileged Communications, attorney work product protectionor to the files of Counsel relating to the Transaction Engagement. Notwithstanding anything set forth in the foregoing provisions of this Section 10.15 to the contrary, if after the Closing a dispute arises between Owner or any of its Affiliates, on the one hand, and expectation a third party, other than the Company or any of its respective Affiliates, on the other hand, Owner may assert the attorney-client confidence arising from or as a result privilege to prevent disclosure of counsel’s representation Privileged Communications to such third party; provided, however, that Owner may not waive such privilege without the written Consent of the Acquired Companies Purchaser or the Sellers prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, and shall not pass to or be claimed or used by the Purchaser, the Acquired Companies or their AffiliatesCompany.

Privileged Communications. The Purchaser, for itself and (a) Xxxxxxxx & Worcester LLP (“Company Counsel”) has acted as counsel for the Acquired Companies following Company for various matters prior to the Closing, and for the Purchaser’s including in connection with this Agreement and the Acquired Companies’ respective successors Additional Agreements, the negotiation and assignsdocumentation of this Agreement and the Additional Agreements, acknowledges and agrees the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Parent agrees, on behalf of itself and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between the Sellers, their Affiliates and the Acquired Companiesor among Company Counsel, on the one hand, and counselthe Company, or any of its Representatives, on the other hand, including Wachtellthat relate in any way to the Pre-Closing Engagements (collectively, Liptonthe “Company Privileged Communications”) will be deemed to be attorney-client privileged, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, (b) immediately prior to the Closing, would be deemed to be privileged communications without the need for any further action on the part of any Person, all right, title, and interest of the Sellers and/or Company in and to any their Affiliates and all Company Privileged Communications shall transfer to and be vested solely in the Securityholder Representative, (including each of the Acquired Companies), c) from and their counsel and would not be subject to disclosure to the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise, shall continue after the Closing to be privileged communications between Closing, the Sellers Company Privileged Communications and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protection, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior relating thereto shall belong solely to the Closing, Securityholder Representative and all information and documents covered by such privilege or protection, shall belong to and may be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, Securityholder Representative and shall not pass to or be claimed by Parent or used by the PurchaserSurviving Corporation, and (d) Company Counsel shall have no duty whatsoever to reveal or disclose any such Company Privileged Communications, or any of its files relating to the Pre-Closing Engagements, to Parent, the Acquired Companies Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Company Counsel and the Company or otherwise. Parent and its Affiliates (including, after the Closing, the Surviving Corporation) will not have access to any such Company Privileged Communications, or to the files of Company Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 12.20(a) to the contrary, if after the Closing a dispute arises between Parent or any of its Affiliates, including the Surviving Company, on the one hand, and a third party, other than the Securityholder Representative or any of its respective Affiliates, on the other hand, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of Company Privileged Communications to such third party; provided, however, that neither Parent nor the Surviving Company may waive such privilege without the prior written consent of the Securityholder Representative.

Privileged Communications. The Purchaser, for itself and for the Acquired Companies following the ClosingParent agrees, and for the Purchaser’s Buyer agrees on behalf of itself (and the Acquired Companies’ respective successors and assignsCompany after Closing) that, acknowledges and agrees that as to all communications prior to Closing between or among Akin Gump, any other counsel to Seller or the SellersCompany, their Affiliates and the Acquired CompaniesSeller, on the one hand, and counsel, on the other hand, including Wachtell, Lipton, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, Company or any dispute or Action arising under or in connection with, this Agreement which, immediately prior of their respective Affiliates that relate primarily to the Closing, would be deemed to be privileged communications of the Sellers and/or any their Affiliates (including each of the Acquired Companies), and their counsel and would not be subject to disclosure to the Purchaser in connection with any process relating to a dispute arising under transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the Privileged Communications and the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications (collectively, the “Privilege”) shall survive the Closing and belong to and as of the Closing shall be assigned to the Seller (without any further action by any of the undersigned) and shall be controlled by the Seller and will not pass to or otherwisebe claimed by Buyer or any of its respective Affiliates (including, shall continue following the Closing, the Company). In furtherance of the foregoing, Buyer and, after the Closing Closing, the Company agree to take the steps necessary (or as may be privileged communications between requested by the Sellers Seller) to ensure that the Privilege shall survive the Closing, remains in effect and such counsel is assigned to and neither controlled by the Purchaser nor Seller. The Privileged Communications and the Privilege are the property of the Seller and, from and after the Closing, none of Buyer, its Affiliates (including, following the Closing, the Company) or any Person acting or 62 purporting to act on behalf of or through the Purchaser shall Buyer or such Affiliates, or any of their successors or assigns, will seek to obtain the same by any process obtain, use or rely on the grounds that Privileged Communications, whether by seeking a waiver of the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protectionprivilege or through other means. Buyer, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior to its respective Affiliates (including, following the Closing, and all information and documents covered by the Company), together with any of their respective Affiliates, successors or assigns, further agree that no such privilege party may use or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by rely on any of the Acquired Companies Privileged Communications in any action against or involving any of the Seller or any other Person, and shall not pass of their respective Affiliates (or the Company as to or pre-Closing items) after the Closing. The Privileged Communications may be claimed or used by the PurchaserSeller or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim brought by Buyer. The parties hereto acknowledge and agree that Privileged Communications do not include communications between the Acquired Companies or their AffiliatesCompany, on the one hand, and counsel to the Seller, on the other hand, relating to general business matters of the Company and the Business.

Privileged Communications. The Purchaser(a) Xxxx & Loeb LLP and Xxxxxx’s in-house legal department (collectively, “Parent Counsel”) have acted as counsel for itself Parent and the Sponsor for the Acquired Companies following various matters prior to the Closing, and for the Purchaser’s including in connection with this Agreement and the Acquired Companies’ respective successors Additional Agreements, the negotiation and assignsdocumentation of this Agreement and the Additional Agreements, acknowledges and agrees the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Sponsor Engagements”). The Company agrees, on behalf of itself, G3, the G3 Securityholders and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between the Sellers, their Affiliates and the Acquired Companiesor among Parent Counsel, on the one hand, and counselthe Sponsor, Parent, or any of their respective Representatives, on the other hand, including Wachtellthat relate to the Pre-Closing Sponsor Engagements (collectively, Liptonthe “Parent Privileged Communications”) will be deemed to be attorney-client privileged, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, (b) immediately prior to the Closing, would be deemed to be privileged communications without the need for any further action on the part of the Sellers and/or any their Affiliates (including each of the Acquired Companies)Person, all right, title, and their counsel interest of Parent in and would not to any and all Parent Privileged Communications shall transfer to and be subject to disclosure to vested solely in the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwiseSponsor, shall continue (c) from and after the Closing to be privileged communications between Closing, the Sellers Parent Privileged Communications and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protection, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior relating thereto shall belong solely to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, Sponsor and shall not pass to or be claimed by Parent or used by the PurchaserSurviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or any of its files relating to the Pre-Closing Sponsor Engagements, to the Company, G3, the Acquired Companies G3 Securityholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the G3 Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Sponsor Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, if after the Closing a dispute arises between Surviving Corporation or any of its Affiliates, including G3 and the G3 Securityholders, on the one hand, and a third party, other than the Sponsor or any of its Affiliates, on the other hand, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of Parent Privileged Communications to such third party; provided that none of the Company, G3, the G3 Securityholders, Parent nor the Surviving Corporation may waive such privilege without the prior written consent of the Sponsor.

Privileged Communications. The PurchaserLxxx & Loeb LLP and Parent’s in-house legal department (collectively, “Parent Counsel”) have acted as counsel for itself Parent and the Sponsor for the Acquired Companies following various matters prior to the Closing, and for the Purchaser’s including in connection with this Agreement and the Acquired Companies’ respective successors Additional Agreements, the negotiation and assignsdocumentation of this Agreement and the Additional Agreements, acknowledges and agrees the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and the Company Securityholders agree, on behalf of itself and/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between the Sellers, their Affiliates and the Acquired Companiesor among Parent Counsel, on the one hand, and counselthe Sponsor, Parent, or any of their respective Representatives, on the other hand, including Wachtellthat relate in any way to the Pre-Closing Engagements (collectively, Liptonthe “Parent Privileged Communications”) will be deemed to be attorney-client privileged, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, (b) immediately prior to the Closing, would be deemed to be privileged communications without the need for any further action on the part of the Sellers and/or any their Affiliates (including each of the Acquired Companies)Person, all right, title, and their counsel interest of Parent in and would not to any and all Parent Privileged Communications shall transfer to and be subject to disclosure to vested solely in the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwiseSponsor, shall continue (c) from and after the Closing to be privileged communications between Closing, the Sellers Parent Privileged Communications and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protection, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior relating thereto shall belong solely to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, Sponsor and shall not pass to or be claimed by Parent or used by the PurchaserSurviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or any of its files relating to the Pre-Closing Engagements, to the Company, the Acquired Companies Company Securityholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates., including the Surviving Corporation and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of Parent Privileged Communications to such third party; provided that none of the Company, the Company Securityholders, Parent nor the Surviving Corporation may waive such privilege without the prior written consent of the Sponsor. [The remainder of this page intentionally left blank; signature pages to follow]

Privileged Communications. The PurchaserLxxx & Loeb LLP and Parent’s in-house legal department (collectively, “Parent Counsel”) have acted as counsel for itself Parent and the Sponsor for the Acquired Companies following various matters prior to the Closing, and for the Purchaser’s including in connection with this Agreement and the Acquired Companies’ respective successors Additional Agreements, the negotiation and assignsdocumentation of this Agreement and the Additional Agreements, acknowledges and agrees the consummation of the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Pre-Closing Engagements”). Each of the Company and the Company Securityholders agree, on behalf of itself and/or themselves, as the case may be, and, after the Closing, on behalf of the Surviving Corporation, that (a) all communications in any form or format whatsoever between the Sellers, their Affiliates and the Acquired Companiesor among Parent Counsel, on the one hand, and counselthe Sponsor, Parent, or any of their respective Representatives, on the other hand, including Wachtellthat relate in any way to the Pre-Closing Engagements (collectively, Liptonthe “Parent Privileged Communications”) will be deemed to be attorney-client privileged, Rxxxx & Kxxx, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute or Action arising under or in connection with, this Agreement which, (b) immediately prior to the Closing, would be deemed to be privileged communications without the need for any further action on the part of the Sellers and/or any their Affiliates (including each of the Acquired Companies)Person, all right, title, and their counsel interest of Parent in and would not to any and all Parent Privileged Communications shall transfer to and be subject to disclosure to vested solely in the Purchaser in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwiseSponsor, shall continue (c) from and after the Closing to be privileged communications between Closing, the Sellers Parent Privileged Communications and such counsel and neither the Purchaser nor any Person acting or purporting to act on behalf of or through the Purchaser shall seek to obtain the same by any process on the grounds that the privilege attaching to such communications belongs to the Acquired Companies following the Closing and not the Sellers. The Purchaser agrees that any attorney-client privilege, attorney work product protection, and expectation of client confidence arising from or as a result of counsel’s representation of the Acquired Companies or the Sellers prior relating thereto shall belong solely to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Sellers, and not by any of the Acquired Companies or any other Person, Sponsor and shall not pass to or be claimed by Parent or used by the PurchaserSurviving Corporation, and (d) Parent Counsel shall have no duty whatsoever to reveal or disclose any such Parent Privileged Communications, or any of its files relating to the Pre-Closing Engagements, to the Company, the Acquired Companies Company Securityholders, the Surviving Corporation, or any of their respective Representatives by reason of any attorney-client relationship between Parent Counsel and Parent and/or the Sponsor or otherwise. Company and its Affiliates (including, after the Closing, the Surviving Corporation) and/or the Company Securityholders will not have access to any such Parent Privileged Communications, or to the files of Parent Counsel relating to the Pre-Closing Engagements. Notwithstanding anything set forth in the foregoing provisions of this Section 11.19 to the contrary, if after the Closing a dispute arises between Company or any of its Affiliates, including the Surviving Corporation and the Company Securityholders, on the one hand, and a third party, other than the Sponsor or any of its respective Affiliates, on the other hand, the Surviving Corporation may assert the attorney-client privilege to prevent disclosure of Parent Privileged Communications to such third party; provided that none of the Company, the Company Securityholders, Parent nor the Surviving Corporation may waive such privilege without the prior written consent of the Sponsor.