Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a) (the “Impax Law Firms”) may serve as counsel following consummation of the Transactions to the Company Group or any director, officer, employee or Affiliate of any member of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Impax or any of its Affiliates by the Impax Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Impax Law Firms, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Impax, the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that the communication is not privileged. (b) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Amneal Law Firms, on the one hand, and Amneal Pharmaceuticals LLC, any of its Affiliates (including any Amneal Group Member), or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Amneal or any other Amneal Group Member, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privileged.

Privileged Matters. (a) Each From and after the Distribution Effective Time, the Parties agree as follows: (i) Dell shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates: (A) solely to the businesses of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a) (the “Impax Law Firms”) may serve as counsel following consummation Dell Group or to a member of the Transactions Dell Group and not to the Company businesses of the VMware Group or to a member of the VMware Group; (B) solely to any director, officer, employee Liabilities of the Dell Group resulting from any Actions that are now pending or Affiliate may be asserted in the future; (C) to any individual who served as a director or officer of any member of the Company GroupDell Group prior to the Distribution Effective Time, in connection with other than any litigationindividual who was also a director, claim employee or obligation arising out officer of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any a member of the Company VMware Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant except to the prior sentenceextent that Dell and VMware jointly determine that such Privileged Information relates solely to such individual’s role as a director, Amneal Group hereby irrevocably waives and agrees not to assert any conflict employee or officer of interest arising from or in connection with prior representation of Impax or any of its Affiliates by the Impax Law Firms. As Dell; or (D) to any privileged communications, communications between internal Dell counsel or communications claimed to be privileged, in any form or format whatsoever between or among the Impax Law Firmsoutside counsel engaged by Dell, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representativesand, on the other hand, prior to Dell, any director, employee or officer of Dell, or any member of the Closing that relate to (i) Dell Group in connection with this Agreement, any of the negotiationAncillary Agreements, documentation and consummation of the Transactions or any alternative transactions presented matters relating to such agreements or considered by Impax, to the Company or any other Transactions (including in connection with a dispute between a member of the Company Dell Group and a member of the VMware Group), other than, in the case of any such director, employee or officer, to the extent such communication relates solely to such individual’s role as a director, employee or officer of a member of the VMware Group; in each case, whether or not the Privileged Information is in the possession or under the control of any member of the Dell Group or any member of the VMware Group; and (ii) any dispute arising under this Agreement VMware shall be entitled, in perpetuity, to control the assertion or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any waiver of its Affiliates, successors or assigns, agrees that it all privileges and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than immunities in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by Privileged Information that relates: (A) solely to the pertinent member or members businesses of the Company VMware Group or to a member of the VMware Group and not to the businesses of the Dell Group or a final determination by a court member of law that the communication is not privileged.Dell Group; (bB) Each solely to any Liabilities of the Parties agrees, on its own behalf and on behalf VMware Group resulting from any Actions that are now pending or may be asserted in the future; (C) to any individual who served as a director or officer of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation any member of the Transactions VMware Group prior to the Amneal Group or Distribution Effective Time, other than any individual who was also a director, officer, employee or Affiliate officer of any Amneal a member of the Dell Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant except to the prior sentenceextent that Dell and VMware jointly determine that such Privileged Information relates solely to such individual’s role as a director, Company Group hereby irrevocably waives and agrees not to assert any conflict employee or officer of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As VMware; or (D) to any privileged communications, communications between internal VMware counsel or communications claimed to be privileged, in any form or format whatsoever between or among the Amneal Law Firmsoutside counsel engaged by VMware, on the one hand, and Amneal Pharmaceuticals LLC, any of its Affiliates (including any Amneal Group Member), or any of their respective directors, officers, employees or other representativesand, on the other hand, prior to VMware, any director, employee or officer of VMware or any member of the Closing that relate to (i) VMware Group in connection with this Agreement, any of the negotiationAncillary Agreements, documentation and consummation of the Transactions or any alternative transactions presented matters relating to such agreements or to the Transactions (including in connection with a dispute between a member of the Dell Group and a member of the VMware Group), to the extent that, in the case of any such director, employee or officer, such communication relates solely to such individual’s role as a director, employee or officer of VMware; in each case, whether or not the Privileged Information is in the possession or under the control of any member of the VMware Group or any member of the Dell Group. (iii) If Dell and VMware do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article XI to resolve any disputes as to whether any information is subject to Section 10.6(a)(i), Section 10.6(a)(ii) or Section 10.6(b). (b) Subject to the remaining provisions of this Section 10.6, each of Dell and VMware agrees on behalf of its and the members of its Group that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 10.6(a) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Dell or VMware without the consent of the other Party. (c) For the avoidance of doubt, nothing herein is intended to or considered by Amneal shall adversely affect the right of any individual who had an attorney-client relationship with counsel to control the assertion or waiver of all privileges and immunities in connection with such representation (regardless of whether such representation may or may not have been deemed to be joint with any Party or any member of any Party’s Group). (d) If any Dispute arises between Dell and VMware or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Amneal Group Member, or Party in good faith; (ii) endeavor to minimize any dispute arising prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. (e) Subject to Section 10.6(f), in the event of any Dispute between Dell and VMware, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 10.6(b); provided, that Dell and VMware intend such waiver of a shared privilege to be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups, and is not intended to operate as a waiver of the shared privilege with respect to any Third Party. (f) Upon receipt by Dell or VMware, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party at least ten Business Days before production is required to occur, to the extent practicable) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 10.6 or otherwise, to prevent the production or disclosure of such Privileged Information. (g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Dell and VMware set forth in this Section 10.6 and in Section 10.7 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, is not intended to be deemed a waiver of any privilege that has been or may be asserted under this Agreement or the other Transaction Documents otherwise. (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in h) In connection with any claim of fraud matter contemplated by Section 10.5 or any willful this Section 10.6, the Parties agree to, and material breach), absent an express waiver or consent by to cause the pertinent member or applicable members of the Amneal their Group to hold Privileged Information in strict confidence and to maintain their respective separate and joint privileges and immunities, including by executing joint defense or a final determination by a court of law that the communication is not privilegedcommon interest agreements where necessary or useful for this purpose.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a7.10(a) (the “Impax Ivory Law Firms”) may serve as counsel to Ivory and the other members of the Ivory Group, on the one hand, and any member of the Bluefin Group (as defined in the Merger Agreement), on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions Transactions, the Ivory Law Firms may serve as counsel to any member of the Company Ivory Group or any director, officer, employee or Affiliate of any member of the Company Ivory Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firmssuch representation. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group the Company hereby irrevocably waives and agrees not to assert assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) prior representation of Impax or any member of its Affiliates the Bluefin Group by the Impax Ivory Law Firms, and (ii) representation of any member of the Ivory Group prior to and after the Closing by the Ivory Law Firms. As to any privileged communicationsattorney-client communications between the Ivory Law Firms and any member of the Bluefin Group prior to the Closing (collectively, the “Privileged Communications”), the Company, on behalf of itself and each of its Affiliates, successors and assigns, including each member of the Company Group, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties or their respective Affiliates after the Closing. (b) The Company further agrees, on behalf of itself and each of its Affiliates, successors and assigns, including each member of the Company Group, that all privileged communications claimed to be privileged, in any form or format whatsoever between or among the Impax Ivory Law Firms, on the one hand, and Impax, the CompanyIvory Parent, any other member of the Company Ivory Group or any member of the Bluefin Group, or any of their respective directors, officers, employees Affiliates or other representativesits or their respective Representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or Transactions, any alternative transactions to the Transactions presented to or considered by ImpaxXxxxx Xxxxxx, any other member of the Ivory Group or any member of the Bluefin Group, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to Ivory Parent, shall be controlled by Ivory Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group. The Company agrees that it will not, and that it will cause the other members of the Company Group not to, (i) access or use the Privileged Deal Communications, (ii) seek to have any member of the Ivory Group waive the attorney-client privilege or any other privilege, or otherwise assert that the Company or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-privileged Deal Communications (as defined below) from any member of the Ivory Group or the Ivory Law Firms. (c) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all communications in any form or format whatsoever between or among any of the Ivory Law Firms, Ivory Parent, any other member of the Ivory Group or any member of the Bluefin Group, or any of their respective Affiliates or its or their respective Representatives, that relate to the negotiation, documentation and consummation of the Transactions, any alternative transactions to the Transactions presented to or considered by Xxxxx Xxxxxx, any other member of the Ivory Group or any member of the Bluefin Group, or any dispute arising under this Agreement and that are not Privileged Deal Communications (collectively, the “Non-privileged Deal Communications”), shall also belong solely to Ivory Parent, shall be controlled by Ivory Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the Company Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, on the one hand, and a third party other than Ivory Parent, any other member of the Ivory Group or (ii) any dispute arising under this Agreement or their respective Affiliates, on the other Transaction Documents (collectivelyhand, then the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors Company or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the such other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that may assert the communication is not privileged. (b) Each attorney-client privilege to prevent the disclosure of the Parties agreesPrivileged Deal Communications to such third party; provided, on its own behalf and on behalf of its directors, officers, employees and Affiliateshowever, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation Transactions, none of Amneal Pharmaceuticals LLC the Company or any other member of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to Company Group may waive such privilege without the prior sentence, written consent of Ivory Parent. If the Company or any other member of the Company Group hereby irrevocably waives and agrees not is legally required to assert any conflict access or obtain a copy of interest arising from all or in connection with prior representation a portion of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communicationsPrivileged Deal Communications, or communications claimed to be privilegedthen the Company shall promptly (and, in any form or format whatsoever between or among the Amneal Law Firmsevent, on the one handwithin three Business Days) notify Ivory Parent in writing (including by making specific reference to this Section 7.10(d)) so that Ivory Parent can, at its sole cost and expense, seek a protective order, and Amneal Pharmaceuticals LLC, any of its Affiliates the Company agrees to use commercially reasonable efforts to assist therewith. (including any Amneal Group Member), or any of their respective directors, officers, employees or other representatives, on the other hand, prior e) This Section 7.10 shall apply mutatis mutandis with respect to the Closing that relate to (irepresentation by the law firms listed on Schedule 7.10(e) the negotiation, documentation and consummation of any member of the Transactions or Company Group and any alternative transactions presented to or considered by Amneal or any other Amneal Group Member, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privilegedthereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a7.10(a) (the “Impax Emerson Law Firms”) may serve as counsel to Emerson and the other members of the Emerson Group, on the one hand, and the Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions Transactions, the Emerson Law Firms may serve as counsel to any member of the Company Emerson Group or any director, officer, employee or Affiliate of any member of the Company Emerson Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firmssuch representation. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of Impax or any of its Affiliates the Emerson Contributed Subsidiaries by the Impax Emerson Law Firms, and (ii) representation of any member of the Emerson Group prior to and after the Closing by the Emerson Law Firms. As to any privileged communicationsattorney-client communications between the Emerson Law Firms and any Emerson Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications claimed to be privileged, in any form or format whatsoever between or among the Impax Emerson Law Firms, on the one hand, and Impax, the CompanyEmerson, any other member of the Company GroupEmerson Group or the Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or Transactions, any alternative transactions to the Transactions presented to or considered by ImpaxEmerson Parent, any other member of the Emerson Group or the Emerson Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to Emerson Parent, shall be controlled by Emerson Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, . The Company agrees that it will not, and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of that it will cause the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group not to, (i) access or a final determination by a court use the Privileged Deal Communications, (ii) seek to have any member of law the Emerson Group waive the attorney-client privilege or any other privilege, or otherwise assert that the communication is not privilegedCompany or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the Emerson Group or the Emerson Law Firms. (bc) Each of the Parties The Company further agrees, on its own behalf of itself and on behalf of its directors, officers, employees and Affiliatesthe other members of the Company Group, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or all communications claimed to be privileged, in any form or format whatsoever between or among any of the Amneal Emerson Law Firms, on the one hand, and Amneal Pharmaceuticals LLCEmerson Parent, any other member of its Affiliates (including any Amneal the Emerson Group Member)or the Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing Affiliates or Representatives that relate to (i) the negotiation, documentation and consummation of the Transactions or Transactions, any alternative transactions to the Transactions presented to or considered by Amneal or Emerson Parent, any other Amneal member of the Emerson Group Memberor the Emerson Contributed Subsidiaries, or (ii) any dispute arising under this Agreement or the other Transaction Documents and that are not Privileged Deal Communications (collectively, the “Non-Privileged Amneal Deal Communications”), shall also belong solely to Emerson Parent, shall be controlled by Emerson Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the Emerson Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, together with on the one hand, and a third party other than Emerson Parent, any other member of its the Emerson Group or their respective Affiliates, successors on the other hand, then the Company or assigns, agrees that it and they such other member of the Company Group may not use or rely on any assert the attorney-client privilege to prevent the disclosure of the Privileged Amneal Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of Emerson Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any action against or involving event, within three (3) Business Days) notify Emerson Parent in writing (including by making specific reference to this Section 7.10(d)) so that Emerson Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the other Parties after the Closing (other than in connection with Company Group and any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privilegedsuccessors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a) (the “Impax Law Firms”) may serve as counsel following consummation of the Transactions to the Company Group or any director, officer, employee or Affiliate of any member of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group hereby irrevocably waives and agrees not to Table of Contents assert any conflict of interest arising from or in connection with prior representation of Impax or any of its Affiliates by the Impax Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Impax Law Firms, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Impax, the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that the communication is not privileged. (b) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Amneal Law Firms, on the one hand, and Amneal Pharmaceuticals LLC, any of its Affiliates (including any Amneal Group Member), or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Amneal or any other Amneal Group Member, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privileged.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a7.10(a) (the “Impax Emerson Law Firms”) may serve as counsel to Emerson and the other members of the Exxxxxx Group, on the one hand, and the Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions Transactions, the Emerson Law Firms may serve as counsel to any member of the Company Exxxxxx Group or any director, officer, employee or Affiliate of any member of the Company Exxxxxx Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firmssuch representation. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of Impax or any of its Affiliates the Emerson Contributed Subsidiaries by the Impax Emerson Law Firms, and (ii) representation of any member of the Exxxxxx Group prior to and after the Closing by the Emerson Law Firms. As to any privileged communicationsattorney-client communications between the Emerson Law Firms and any Emerson Contributed Subsidiary prior to the Closing (collectively, the “Privileged Communications”), the Company, together with any of its Affiliates, successors or assigns, agrees that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. (b) The Company further agrees, on behalf of itself and on behalf of the other members of the Company Group, that all privileged communications claimed to be privileged, in any form or format whatsoever between or among the Impax Emerson Law Firms, on the one hand, and Impax, the CompanyEmerson, any other member of the Company GroupExxxxxx Group or the Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or Transactions, any alternative transactions to the Transactions presented to or considered by ImpaxEmerson Parent, any other member of the Exxxxxx Group or the Emerson Contributed Subsidiaries, or any dispute arising under this Agreement or the other Transaction Documents, unless finally adjudicated to not be privileged by a court of law (collectively, the “Privileged Deal Communications”), shall remain privileged after the Closing and that the Privileged Deal Communications and the expectation of client confidence relating thereto shall belong solely to Emerson Parent, shall be controlled by Emerson Parent, and shall not pass to or be claimed by the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, . The Company agrees that it will not, and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of that it will cause the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group not to, (i) access or a final determination by a court use the Privileged Deal Communications, (ii) seek to have any member of law the Exxxxxx Group waive the attorney-client privilege or any other privilege, or otherwise assert that the communication is not privilegedCompany or any other member of the Company Group has the right to waive the attorney-client privilege or other privilege applicable to the Privileged Deal Communications, or (iii) seek to obtain the Privileged Deal Communications or Non-Privileged Deal Communications (as defined below) from any member of the Exxxxxx Group or the Emerson Law Firms. (bc) Each of the Parties The Company further agrees, on its own behalf of itself and on behalf of its directors, officers, employees and Affiliatesthe other members of the Company Group, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or all communications claimed to be privileged, in any form or format whatsoever between or among any of the Amneal Emerson Law Firms, on the one hand, and Amneal Pharmaceuticals LLCEmerson Parent, any other member of its Affiliates (including any Amneal the Exxxxxx Group Member)or the Emerson Contributed Subsidiaries, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing Affiliates or Representatives that relate to (i) the negotiation, documentation and consummation of the Transactions or Transactions, any alternative transactions to the Transactions presented to or considered by Amneal or Emerson Parent, any other Amneal member of the Emerson Group Memberor the Emerson Contributed Subsidiaries, or (ii) any dispute arising under this Agreement or the other Transaction Documents and that are not Privileged Deal Communications (collectively, the “Non-Privileged Amneal Deal Communications”), shall also belong solely to Emerson Parent, shall be controlled by Emerson Parent and ownership thereof shall not pass to or be claimed by the Company or any other member of the Emerson Group. (d) Notwithstanding the foregoing, in the event that a dispute arises between the Company or any other member of the Company Group, together with on the one hand, and a third party other than Emerson Parent, any other member of its the Emerson Group or their respective Affiliates, successors on the other hand, then the Company or assigns, agrees that it and they such other member of the Company Group may not use or rely on any assert the attorney-client privilege to prevent the disclosure of the Privileged Amneal Deal Communications to such third party; provided that to the extent such dispute relates to this Agreement, the other Transaction Documents or the Transactions, none of the Company or any other member of the Company Group may waive such privilege without the prior written consent of Emerson Parent. If the Company or any other member of the Company Group is legally required to access or obtain a copy of all or a portion of the Privileged Deal Communications, then the Company shall promptly (and, in any action against or involving event, within three (3) Business Days) notify Emerson Parent in writing (including by making specific reference to this ‎Section 7.10(d)) so that Emerson Parent can, at its sole cost and expense, seek a protective order, and the Company agrees to use commercially reasonable efforts to assist therewith. (e) This ‎Section 7.10 shall apply mutatis mutandis with respect to the representation by the law firms listed on Schedule 7.10(e) of any member of the other Parties after the Closing (other than in connection with Company Group and any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privilegedsuccessors thereof.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a7.10(a) (the “Impax Emerson Law Firms”) may serve as counsel to Emerson and the other members of the Xxxxxxx Group, on the one hand, and the Emerson Contributed Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that, following consummation of the Transactions Transactions, the Emerson Law Firms may serve as counsel to any member of the Company Xxxxxxx Group or any director, officer, employee or Affiliate of any member of the Company Emerson Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firmssuch representation. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group the Company hereby irrevocably waives and agrees not to assert, and agrees to cause the other members of the Company Group to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) prior representation of Impax or any of its Affiliates the Emerson Contributed Subsidiaries by the Impax Emerson Law Firms, and (ii) representation of any member of the Xxxxxxx Group prior to and after the Closing by the Emerson Law Firms. As to any privileged communications, or attorney-client communications claimed to be privileged, in between the Emerson Law Firms and any form or format whatsoever between or among the Impax Law Firms, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representatives, on the other hand, Emerson Contributed Subsidiary prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Impax, the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Groupthe Company, together with any of its Affiliates, successors or assigns, agrees that it and they no such party may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that the communication is not privilegedClosing. (b) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Amneal Law Firms, on the one hand, and Amneal Pharmaceuticals LLC, any of its Affiliates (including any Amneal Group Member), or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Amneal or any other Amneal Group Member, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privileged.

Privileged Matters. (a) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(a) (the “Impax Law Firms”) may serve as counsel following consummation of the Transactions to the Company Group or any director, officer, employee or Affiliate of any member of the Company Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Impax or any member of the Company Group by the Impax Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Amneal Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Impax or any of its Affiliates by the Impax Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Impax Law Firms, on the one hand, and Impax, the Company, any other member of the Company Group, or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Impax, the Company or any other member of the Company Group, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Impax Communications”), Amneal Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Impax Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Company Group or a final determination by a court of law that the communication is not privileged. (b) Each of the Parties agrees, on its own behalf and on behalf of its directors, officers, employees and Affiliates, that the law firms listed on Schedule 7.11(b) (the “Amneal Law Firms”) may serve as counsel following consummation of the Transactions to the Amneal Group or any director, officer, employee or Affiliate of any Amneal Group Member, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. In connection with any representation expressly permitted pursuant to the prior sentence, Company Group hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with prior representation of Amneal Pharmaceuticals LLC or any of its Affiliates by the Amneal Law Firms. As to any privileged communications, or communications claimed to be privileged, in any form or format whatsoever between or among the Amneal Law Firms, on the one hand, and Amneal Pharmaceuticals LLC, any of its Affiliates (including any Amneal Group Member), or any of their respective directors, officers, employees or other representatives, on the other hand, prior to the Closing that relate to (i) the negotiation, documentation and consummation of the Transactions or any alternative transactions presented to or considered by Amneal or any other Amneal Group Member, or (ii) any dispute arising under this Agreement or the other Transaction Documents (collectively, the “Privileged Amneal Communications”), Company Group, together with any of its Affiliates, successors or assigns, agrees that it and they may not use or rely on any of the Privileged Amneal Communications in any action against or involving any of the other Parties after the Closing (other than in connection with any claim of fraud or any willful and material breach), absent an express waiver or consent by the pertinent member or members of the Amneal Group or a final determination by a court of law that the communication is not privileged.