Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Each of the Parties acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx LLP (“Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) has acted as counsel to Seller and its affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In that capacity, each of Xxxxxxxxx and Xxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”). (b) In connection with the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire 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 the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained in connection with the representations described in Section 5.17(a). (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x prior representation of the Company and (ii) Xxxxxxxxx’x and Squire’s representation of Seller and its affiliates prior to and after the Closing. (d) Subject to Section 5.17(e), Purchaser, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall have equal right 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 by (A) Seller or its affiliates without the prior written consent of Purchaser or the Company or (B) by the Company, Purchaser or any of their respective affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) Purchaser acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Purchaser or, following the Closing, the Company, even if such Deal Communications are in the Company’s possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”), with the privilege belonging solely to Seller and not Purchaser. (f) In the event that a dispute arises between Purchaser or Company and a Third Party, Purchaser and Company shall, at Seller’s sole cost and expense, assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such Third Party. In the event that Purchaser is asked by any Third Party, for example in connection with a Proceeding, to access or obtain any of the Privileged Deal Communications, Purchaser shall immediately (and, in any event, within three Business Days) notify Seller in writing (including by making specific reference to this Section 5.17(f)). Purchaser further agrees to use commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Party. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (a) Each of the Parties parties acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx Procter LLP (“Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) "Xxxxxxx"), has acted as counsel to the Company and Seller and its affiliates their respective Affiliates in connection with the negotiation of this Agreement Agreement, the Related Agreements and any consummation of the transactions Transactions contemplated by this Agreement and the Ancillary Related Agreements. In that capacity, each of Xxxxxxxxx and Xxxxxx Xxxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel)and the Company, (ii) Seller, (iii) Seller Owners, (iv) the Company, and (ivv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the transactions Transactions contemplated by this Agreement and the Ancillary Related Agreements (“"Deal Communications”"). (b) In connection with the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire 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 the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained in connection with the representations described in Section 5.17(a). (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser Buyer irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x Xxxxxxx'x prior representation of the Company and (ii) Xxxxxxxxx’x and Squire’s Xxxxxxx'x representation of Seller and its affiliates Affiliates prior to and after the Closing. (dc) Subject to Section 5.17(e5.20(e), PurchaserBuyer, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates Affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates Affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates Affiliates and the Company shall have equal right 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 by (A) Seller or its affiliates Affiliates without the prior written consent of Purchaser Buyer or the Company or (B) by the Company, Purchaser Buyer or any of their respective affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (ex) Purchaser Xxxxx acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Purchaser Buyer or, following the Closing, the Company, even if such Deal Communications are in the Company’s 's possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “"Privileged Deal Communications”"), with the privilege belonging solely to Seller and not PurchaserBuyer. (fe) In the event that a dispute arises between Purchaser Buyer or the Company and a Third Partythird party, Purchaser Buyer and the Company shall, at Seller’s sole cost and expense, shall assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such Third Partythird party. In the event that Purchaser Xxxxx is asked by any Third Partythird party, for example in connection with a ProceedingThird-Party Claim, to access or obtain any of the Privileged Deal Communications, Purchaser Buyer shall immediately promptly (and, in any event, within three five (5) Business Days) notify Seller in writing (including by making specific reference to this Section 5.17(f)5.20(e). Purchaser Xxxxx further agrees to use commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, Seller in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Partythird party. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (a) Each of the Parties parties hereto acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx LLP (the “Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“SquireDeal Counsel”) has acted as counsel to Seller and its affiliates Affiliates (including the Transferred Company) in connection with the negotiation of this Agreement and any the 102 consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. In that capacity, each of Xxxxxxxxx and Xxxxxx the Deal Counsel has engaged or may engage in communications with (i) other counsel to Seller or the Transferred Company (including internal counsel), (ii) Seller, Seller and its Affiliates (including the Transferred Company) and (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or and consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”). (b) In connection with the foregoing, Purchaser Buyer consents and agrees to Xxxxxxxxx and Squire the Deal Counsel representing Seller and its affiliates Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its affiliates Affiliates may be directly adverse to the interests of Purchaser Buyer and its affiliatesAffiliates, and even though Xxxxxxxxx and Xxxxxx the Deal Counsel may have represented the Transferred Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and the Transferred Company or any of its affiliatesAffiliates. Purchaser Xxxxx further consents and agrees to the use by Xxxxxxxxx, Squire the Deal Counsel and Seller and its affiliates Affiliates in connection with any such representation of any information known or obtained in connection with the representations representation described in Section 5.17(a)11.13(a) above. (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser Buyer irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x the Deal Counsel’s prior representation of the Transferred Company and (ii) Xxxxxxxxx’x and Squirethe Deal Counsel’s representation of Seller and its affiliates Affiliates prior to and after the Closing. (d) Subject to Section 5.17(e11.13(e), PurchaserBuyer, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates Affiliates (other than the Transferred Company) and (ii) the Transferred Company, shall be subject to a shared privilege between Seller and such affiliates Affiliates (other than the Transferred Company), on the one hand, and the Transferred Company, on the other hand, and, subject to the immediately following sentence, and Seller and such affiliates Affiliates and the Transferred Company shall have equal right 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 by (A) Seller or its affiliates Affiliates without the prior written consent of Purchaser Buyer or the Transferred Company or (B) by the Transferred Company, Purchaser Buyer or any of their respective affiliates Affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) Purchaser Buyer acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliatesAffiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller and its Affiliates (other than the Transferred Company) and shall not pass to or be claimed by Purchaser Buyer or, following the Closing, the Transferred Company, even if such Deal Communications communications are in the possession of the Transferred Company’s possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”)) shall remain privileged after the Closing, with the privilege belonging solely to Seller and not PurchaserBuyer or any of Buyer’s Affiliates. (f) In the event that that, following the Closing, a dispute arises between Purchaser Buyer or the Transferred Company and a Third Partythird party, Purchaser Buyer and the Transferred Company shall, at Seller’s sole cost and expense, shall assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such Third Partythird party. In the event that Purchaser that, following the Closing, Buyer or the Transferred Company 103 is asked by any Third Partythird party, for example in connection with a Proceedingproceeding, to access or obtain any of the Privileged Deal Communications, Purchaser Buyer shall immediately (or shall cause the Transferred Company to) promptly (and, in any event, within three Business Daysbusiness days) notify Seller in writing (including by making specific reference to this Section 5.17(f11.13(f)). Purchaser Xxxxx further agrees to use (and to cause the Transferred Company to use) commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, Seller in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Partythird party. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (a) Each of the Parties acknowledges and agrees . The parties hereto hereby acknowledge that each of Xxxxxxxxx & Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP (“Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) has acted as counsel to the Seller and its affiliates in connection with the negotiation transactions contemplated herein. The following provisions apply to the attorney-client relationship between the Seller and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP prior to Closing and the Seller and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP following Closing. The Purchaser agrees that it will not seek to disqualify Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP from acting and continuing to act as counsel to the Seller either in the event of this Agreement a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Seller in connection with the transactions contemplated herein; and the Seller has a reasonable expectation of privacy with respect to the Seller’s communications (including any consummation of e-mail communications using the Seller’s e-mail system) with Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP to the extent such communications concern the transactions contemplated by this Agreement or the other Transaction Documents. The parties furthermore agree that for the purposes of the attorney-client privilege, any communications between Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP and the Ancillary Agreements. In Seller that capacity, each were made in the course of Xxxxxxxxx and Xxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of negotiating the transactions contemplated by this Agreement and or the Ancillary Agreements (“Deal Communications”). (b) In connection with other Transaction Documents that relate to the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire representing Seller and its affiliates after the Closing, including with respect to disputes in which the interests subject matter of Seller and its affiliates this Agreement or that may be directly adverse to the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related relevant to any such dispute, claims for indemnification under this Agreement or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained other dispute arising in connection with the representations described in Section 5.17(a). transactions contemplated hereby (c“Protected Communications”) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x prior representation shall be deemed privileged communications of the Company Seller for the purposes of such claims or disputes, and (ii) Xxxxxxxxx’x and Squire’s representation to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of Seller and its affiliates prior to and the Seller; provided, that, in the event of a dispute after the Closing. (d) Subject to Section 5.17(e), Closing between the Purchaser, on the one hand, and a Person other than the Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege Purchaser may be waived after the Closing by (A) Seller or its affiliates without the prior written consent of Purchaser or the Company or (B) by the Company, Purchaser or any of their respective affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) Purchaser acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Purchaser or, following the Closing, the Company, even if such Deal Communications are in the Company’s possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”), with the privilege belonging solely to Seller and not Purchaser. (f) In the event that a dispute arises between Purchaser or Company and a Third Party, Purchaser and Company shall, at Seller’s sole cost and expense, assert the attorney-client privilege to prevent the disclosure of Privileged Deal Protected Communications by Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP to such Third Party. In the event that Purchaser is asked by any Third Party, for example in connection with a Proceeding, to access or obtain any of the Privileged Deal Communications, Purchaser shall immediately (and, in any event, within three Business Days) notify Seller in writing (including by making specific reference to this Section 5.17(f)). Purchaser further agrees to use commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third PartyPerson. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (1) Notwithstanding Section 5.5(1), from and after Closing, the Parties agree as follows: (a) Each of the Parties acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx LLP (“Xxxxxxxxx”notwithstanding Section 11.6(1)(b), Section 11.6(1)(c) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) has acted as counsel to Seller and its affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In that capacity, each of Xxxxxxxxx and Xxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counselSection 11.6(1)(d), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”). (b) In connection with the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire 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 the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained in connection with the representations described in Section 5.17(a). (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x prior representation of the Company and (ii) Xxxxxxxxx’x and Squire’s representation of Seller and its affiliates prior to and after the Closing. (d) Subject to Section 5.17(e), Purchaser, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or and other professional services that have been or and will be provided prior to the Closing Date to the Vendor Parent or any of its Subsidiaries (including any of the Purchased Entities) in respect of this Agreement or the transactions contemplated hereby have been and will be rendered for the sole benefit of both the Vendor Parent, and that the Vendor Parent should be deemed to be the client with respect to such services for the purposes of controlling the assertion or waiver, in perpetuity, of all privileges which may be asserted under applicable Law in connection therewith, and with respect to any Privileged Information relating thereto, whether or not such Privileged Information is in the possession or under the control of any of the Vendor Parties, the Purchaser Parties, or their respective Affiliates or Representatives; (b) the Vendor Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates (i) Seller solely to the Vendor Business (including the Excluded Assets and its affiliates the Excluded Liabilities) and not to the Coal Business (other than including the CompanyCoal Assets or the Coal Liabilities), whether or not the Privileged Information is in the possession or under the control of any of the Vendor Parties, the Purchaser Parties, or their respective Affiliates or Representatives and/or (ii) solely to any Liabilities in respect of the Vendor Business (including the Excluded Liabilities) resulting from any Legal Proceedings that are now active, pending or, to the knowledge of the Vendor Parties, threatened, or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any of the Vendor Parties, the Purchaser Parties, or their respective Affiliates or Representatives; (c) the Purchaser shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates (i) solely to the Coal Business (including the Coal Assets or the Coal Liabilities) and not to the Vendor Business (including the Excluded Assets and the Excluded Liabilities), whether or not the Privileged Information is in the possession or under the control of any of the Vendor Parties, the Purchaser Parties, or their respective Affiliates or Representatives and (ii) solely to any Coal Liabilities resulting from any Legal Proceedings that are now active, pending or, to the Companyknowledge of the Purchaser Parties, threatened, or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any of the Vendor Parties, the Purchaser Parties, or their respective Affiliates or Representatives; and (d) each Party shall be subject retain all privileges and immunities relating to a any Legal Proceedings or other matters that involve both Parties (or one or more of their respective Subsidiaries) and in respect of which both Parties have, or are alleged to have, Liabilities under this Agreement; provided, however, that no such shared privilege or immunity may be waived by either Party without the written consent of the other Party. For greater certainty, no such consent will be required in respect of Liabilities that arise solely as between Seller the Parties. (2) If, following Closing, any dispute arises between the Parties or any of their respective Subsidiaries regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any of their respective Subsidiaries, each Party agrees that it shall (a) negotiate with the other Party in good faith; (b) endeavor to minimize any prejudice to the rights of the other Party; and such affiliates (c) not unreasonably withhold consent to any request for waiver by the other than Party. Further, each Party specifically agrees that it shall not withhold its consent to the Company)waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests. For further certainty, if after the process described in the previous sentences the Parties do not agree, privilege shall not be waived. (3) In the event of any dispute following Closing between any of the Vendor Parties, on the one hand, and any of the CompanyPurchaser Parties, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall have equal right 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 by (A) Seller or its affiliates without the prior written consent of Purchaser or the Company or (B) by the Company, Purchaser or any of their respective affiliates Affiliates (the "Dispute"), either Party may waive a privilege in which the other Party or any of their respective Affiliates has a shared privilege, without obtaining consent pursuant to Section 11.6(2), so long as the prior written consent Party waiving the privilege reasonably asserts that the waiver is for the purposes of Seller. [***] = Portions addressing the Dispute and in which case the Parties intend such waiver of this exhibit have been omitted the shared privilege to be effective only for the use of such information with respect to the Dispute, and filed separately such waiver not intended to operate as a waiver of the shared privilege with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406respect to any third party. (e4) Purchaser acknowledges and agreesIf, following Closing, any of the Vendor Parties, on its own behalf the one hand, and any of the Purchaser Parties, on behalf the other hand, or any of their respective Affiliates, receive 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 a Party obtains knowledge that any of its, or any of its Affiliates, current or former directors, stockholders, members, partners, officers, agents or employees and affiliateshave received any subpoena, discovery or other requests that all Deal Communications may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Parties of the existence of the request (which notice shall be deemed delivered to such other Parties no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide the other Parties a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 11.6 or otherwise, to prevent the production or disclosure of such Privileged Information. (5) Any furnishing of, or access to or transfer of, any information pursuant to this Section 11.6 is made in reliance on the agreement of the Parties set forth in Section 5.4, (1) and this Section 11.6 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 their respective Affiliates or Representatives as needed pursuant to this Agreement, is not intended to be retaineddeemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. (6) In connection with any matter contemplated by Section 11.5 or this Section 11.6, owned from and controlled collectively by Seller and shall not pass to or be claimed by Purchaser or, following the after Closing, the CompanyParties agree to, even if such Deal Communications are in the Company’s possession. All Deal Communications that are subject and to the attorney-client privilege cause their respective Affiliates or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”)Representatives to, with the privilege belonging solely to Seller and not Purchaser. (f) In the event that a dispute arises between Purchaser or Company and a Third Party, Purchaser and Company shall, at Seller’s sole cost and expense, assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such Third Party. In the event that Purchaser is asked by any Third Party, for example in connection with a Proceeding, to access or obtain any of the Privileged Deal Communications, Purchaser shall immediately (and, in any event, within three Business Days) notify Seller in writing (including by making specific reference to this Section 5.17(f)). Purchaser further agrees to use commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Party. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of maintain their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communicationsseparate and joint privileges and immunities, including by segregating, copying, deleting, erasing, exporting executing joint defense and/or common interest agreements where necessary or otherwise taking possession of any Deal Communicationsuseful for this purpose.

Privileged Matters. (a) Each of the Parties acknowledges and agrees The parties hereto hereby acknowledge that each of Xxxxxxxxx & Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP (“Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“Squire”) has acted as counsel to the Seller and its affiliates in connection with the negotiation transactions contemplated herein. The following provisions apply to the attorney-client relationship between (a) the Seller and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP prior to Closing and (b) the Seller and Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP following Closing. The Purchaser agrees that (i) it will not seek to disqualify Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP from acting and continuing to act as counsel to the Seller either in the event of this Agreement a dispute hereunder or in the course of the defense or prosecution of any claim relating to the transactions contemplated herein because of their representation of the Seller in connection with the transactions contemplated herein; and (ii) the Seller has a reasonable expectation of privacy with respect to the Seller’s communications (including any consummation of e-mail communications using the Seller’s e-mail system) with Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP to the extent such communications concern the transactions contemplated by this Agreement or the other Transaction Documents. The parties furthermore agree that for the purposes of the attorney-client privilege, any communications between Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP and the Ancillary Agreements. In Seller that capacity, each were made in the course of Xxxxxxxxx and Xxxxxx has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel), (ii) Seller, (iii) the Company, and (iv) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or consummation of negotiating the transactions contemplated by this Agreement and or the Ancillary Agreements (“Deal Communications”). (b) In connection with other Transaction Documents that relate to the foregoing, Purchaser consents and agrees to Xxxxxxxxx and Squire representing Seller and its affiliates after the Closing, including with respect to disputes in which the interests subject matter of Seller and its affiliates this Agreement or that may be directly adverse to the interests of Purchaser and its affiliates, and even though Xxxxxxxxx and Xxxxxx may have represented the Company in a matter substantially related relevant to any such dispute, claims for indemnification under this Agreement or may be handling ongoing matters for Seller and its affiliates. Purchaser further consents and agrees to the use by Xxxxxxxxx, Squire and Seller and its affiliates in connection with any such representation of any information known or obtained other dispute arising in connection with the representations described in Section 5.17(a). transactions contemplated hereby (c“Protected Communications”) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x prior representation shall be deemed privileged communications of the Company Seller for the purposes of such claims or disputes, and (ii) Xxxxxxxxx’x and Squire’s representation to the extent that they may not be considered as such at law, the parties hereto agree to contractually treat such Protected Communications as if they were privileged communications of Seller and its affiliates prior to and the Seller; provided, that, in the event of a dispute after the Closing. (d) Subject to Section 5.17(e), Closing between the Purchaser, on the one hand, and a Person other than the Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller and its affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller and such affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to the immediately following sentence, Seller and such affiliates and the Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege Purchaser may be waived after the Closing by (A) Seller or its affiliates without the prior written consent of Purchaser or the Company or (B) by the Company, Purchaser or any of their respective affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) Purchaser acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller and shall not pass to or be claimed by Purchaser or, following the Closing, the Company, even if such Deal Communications are in the Company’s possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”), with the privilege belonging solely to Seller and not Purchaser. (f) In the event that a dispute arises between Purchaser or Company and a Third Party, Purchaser and Company shall, at Seller’s sole cost and expense, assert the attorney-client privilege to prevent the disclosure of Privileged Deal Protected Communications by Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP to such Third Party. In the event that Purchaser is asked by any Third Party, for example in connection with a Proceeding, to access or obtain any of the Privileged Deal Communications, Purchaser shall immediately (and, in any event, within three Business Days) notify Seller in writing (including by making specific reference to this Section 5.17(f)). Purchaser further agrees to use commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third PartyPerson. (g) Prior to the Closing, Seller, the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications.

Privileged Matters. (a) Each of the Parties acknowledges and agrees that each of Xxxxxxxxx & Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx LLP (the “Xxxxxxxxx”) and Squire Xxxxxx Xxxxx (US) LLP (“SquireDeal Counsel”) has acted as counsel to Seller the Company and its affiliates Affiliates in connection with the negotiation of this Agreement and any consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. In that capacity, each of Xxxxxxxxx and Xxxxxx the Deal Counsel has engaged or may engage in communications with (i) other counsel to Seller (including internal counsel)the Company, (ii) Seller, (iii) the CompanySellers and their Affiliates, and (iviii) advisors and consultants to any of the foregoing that relate to the negotiation, documentation or and consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (“Deal Communications”). (b) In connection with the foregoing, Purchaser Buyer consents and agrees to Xxxxxxxxx the Deal Counsel representing any or all of the Sellers and Squire representing Seller and its affiliates their Affiliates after the Closing, including with respect to disputes in which the interests of Seller the Sellers and its affiliates their Affiliates may be directly adverse to the interests of Purchaser Buyer and its affiliatesAffiliates, and even though Xxxxxxxxx and Xxxxxx the Deal Counsel may have represented the Company in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller the Sellers and its affiliatestheir Affiliates. Purchaser Buyer further consents and agrees to the use by Xxxxxxxxx, Squire the Deal Counsel and Seller the Sellers and its affiliates their Affiliates in connection with any such representation of any information known or obtained in connection with the representations representation described in Section 5.17(a)6.16(a) above. (c) In connection with the representation of Seller or one or more of its affiliates consistent with the foregoing, Purchaser Buyer irrevocably waives any conflict of interest arising from or in connection with (i) Xxxxxxxxx’x and Xxxxxx’x the Deal Counsel’s prior representation of the Company and (ii) Xxxxxxxxx’x and Squirethe Deal Counsel’s representation of Seller the Sellers and its affiliates their Affiliates prior to and after the Closing. (d) Subject to Section 5.17(e6.16(e), PurchaserBuyer, on the one hand, and Sellerthe Sellers, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (i) Seller the Sellers and its affiliates their Affiliates (other than the Company) and (ii) the Company, shall be subject to a shared privilege between Seller the Sellers and such affiliates Affiliates (other than the Company), on the one hand, and the Company, on the other hand, and, subject to and the immediately following sentence, Seller Sellers and such affiliates Affiliates and the Company shall have equal right 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 by (A) Seller the Sellers or its affiliates their Affiliates without the prior written consent of Purchaser Buyer or the Company or (B) by the Company, Purchaser Buyer or any of their respective affiliates Affiliates without the prior written consent of Seller. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406Sellers’ Representative. (e) Purchaser Buyer acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and affiliatesAffiliates, that all Deal Communications shall be deemed to be retained, owned and controlled collectively by Seller the Sellers and their Affiliates (other than the Company) and shall not pass to or be claimed by Purchaser Buyer or, following the Closing, the Company, even if such Deal Communications communications are in the possession of the Company’s possession. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege shall remain privileged after the Closing (the “Privileged Deal Communications”)) shall remain privileged after the Closing, with the privilege belonging solely to Seller the Sellers and not PurchaserBuyer. (f) In the event that a dispute arises between Purchaser Buyer or the Company and a Third Partythird party, Purchaser Buyer and the Company shall, at Seller’s sole cost and expense, shall assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such Third Partythird party. In the event that Purchaser Buyer or the Company is asked by any Third Partythird party, for example in connection with a Proceedinglegal proceeding, to access or obtain any of the Privileged Deal Communications, Purchaser Buyer shall immediately (or shall cause the Company, as applicable, to) promptly (and, in any event, within three (3) Business Days) notify Seller the Sellers’ Representative in writing (including by making specific reference to this Section 5.17(f6.16(f)). Purchaser Buyer further agrees to use (and to cause the Company to use) commercially reasonable efforts to assist Seller, at Seller’s sole cost and expense, the Sellers’ Representative in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a Third Partythird party. (g) Prior Buyer agrees that it will not access, use, or seek to obtain the Deal Communications in any way. In the event that any Deal Communication remains accessible to Buyer or the Company after the Closing, SellerBuyer agrees that neither it nor any of its Affiliates or Representatives will attempt to gain access to or view any Deal Communication for any purpose. Notwithstanding the foregoing, nothing in this Section 6.16(g) shall require Buyer or the Company to delete or destroy any electronic records stored in the Company, Company Subsidiary or any of their respective affiliates or Representatives shall take action to remove from the premises of the Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications’s electronic records system through normal backup procedures.