Common use of Privileged Matters Clause in Contracts

Privileged Matters. To allocate the interests of each party with respect to Privileged Information, the parties agree as follows: (a) DHPI shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the DHPI Business, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. DHPI shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI Group, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by DHPI, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. (b) RP shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP Business, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. RP shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by RP, whether or not the Privileged Information is in the possession of RP or under the control of DHPI or RP. (c) DHPI and RP agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions of this

Privileged Matters. The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the Corporation, the members of the RHD Group and the members of the New D&B Group, and that each of the Corporation, the members of the RHD Group and the members of the New D&B Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable law. To allocate the interests of each party with respect in the information as to Privileged Informationwhich any party is entitled to assert a privilege, the parties agree as follows: (a) DHPI The Corporation shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges privileges in connection with Privileged Information privileged information which relates solely to the DHPI RHD Business, whether or not the Privileged Information privileged information is in the possession of or under the control of DHPI the Corporation or RP. DHPI New D&B. The Corporation shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges privileges in connection with Privileged Information privileged information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI Group, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by DHPI, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. (b) RP shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP Business, whether or not the Privileged Information is in the possession of or under the control of DHPI or RP. RP shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP RHD Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions proceedings initiated against or by RPthe Corporation, whether or not the Privileged Information privileged information is in the possession of RP or under the control of DHPI the Corporation or RP.New D&B. (b) New D&B shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the New D&B Business, whether or not the privileged information is in the possession of or under the control of the Corporation or New D&B. New D&B shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting New D&B Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by New D&B whether or not the privileged information is in the possession of or under the control of the Corporation or New D&B. (c) DHPI and RP The parties hereto agree that they shall have a shared Privilegeprivilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of thisSections 4.5(a) and (b). All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both the Corporation and New D&B in respect of which both parties retain any responsibility or liability under this Agreement, shall be subject to a shared privilege among them. (d) No party hereto may waive any privilege which could be asserted under any applicable law, and in which any other party hereto has a shared privilege, without the consent of the other party, except to the extent reasonably required in connection with any litigation with third-parties or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other party requesting such consent. (e) In the event of any litigation or dispute between or among any of the parties hereto, any party and a Subsidiary of another party hereto, or a Subsidiary of one party hereto and a Subsidiary of another party hereto, either such party may waive a privilege in which the other party has a shared privilege, without obtaining the consent of the other party, provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to third parties. (f) If a dispute arises between or among the parties hereto or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any party, each party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other parties, and shall not unreasonably withhold consent to any request for waiver by another party. Each party hereto specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any party hereto or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another party has the sole right hereunder to assert a privilege, or if any party obtains knowledge that any of its or any of its Subsidiaries' current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such party shall promptly notify the other party or parties of the existence of the request and shall provide the other party or parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of the Corporation and New D&B, as set forth in Sections 4.4 and 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1 and 4.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 2.9 and 3.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 3.3 hereof, and the transfer of privileged information between and among the parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Privileged Matters. Stac and Hi/fn recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of both the Stac Group and the Hi/fn Group and that both the Stac Group and the Hi/fn Group should be deemed to be the client for the purposes of asserting all Privileges. To allocate the interests of each party with respect to in the Privileged Information, the parties agree as follows: (a) DHPI Stac shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the DHPI Retained Business, whether or not the Privileged Information is in the possession of or under the control of DHPI Stac or RPHi/fn. DHPI Stac shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI GroupRetained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions proceedings initiated against or by DHPIStac, whether or not the Privileged Information is in the possession of or under the control of DHPI Stac or RPHi/fn. (b) RP Hi/fn shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP Hi/fn Business, whether or not the Privileged Information is in the possession of or under the control of DHPI Stac or RPHi/fn. RP Hi/fn shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by RP, whether or not the Privileged Information is in the possession of RP or under the control of DHPI or RP. (c) DHPI and RP agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions of thisPrivileges

Privileged Matters. COMSAT and Ascent recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of both the COMSAT Entities and the Ascent Entities and that both the COMSAT Entities and the Ascent Entities should be deemed to be the client for the purposes of asserting all Privileges. To allocate the interests of each party with respect to in the Privileged Information, the parties agree as follows: (a) DHPI COMSAT shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the DHPI BusinessCOMSAT Entities, whether or not the Privileged Information is in the possession of or under the control of DHPI COMSAT or RPAscent. DHPI COMSAT shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI GroupCOMSAT Entity liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions proceedings initiated against or by DHPICOMSAT, whether or not the Privileged Information is in the possession of or under the control of DHPI COMSAT or RPAscent. (b) RP Ascent shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP BusinessAscent Entities, whether or not the Privileged Information is in the possession of or under the control of DHPI COMSAT or RPAscent. RP Ascent shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP LiabilitiesAscent liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions proceedings initiated against or by RPAscent, whether or not the Privileged Information is in the possession of RP Ascent or under the control of DHPI COMSAT or RPAscent. (c) DHPI COMSAT and RP Ascent agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions in this Section 5.07, with respect to all Privileges not allocated pursuant to the terms of thisSections 5.07(a) and (b). (All Privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both COMSAT and Ascent in respect of which COMSAT and Ascent retain any responsibility or liability under this Agreement, shall be subject to a shared Privilege.) (d) No party shall intentionally waive any Privilege which could be asserted under any applicable law, and in which the other party has a shared Privilege, without the consent of the other party, except to the extent reasonably required in connection with any litigation with third-parties or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other party requesting such consent. (e) In the event of any litigation or dispute between a COMSAT Entity and an Ascent Entity, either party may waive a Privilege in which the other party has a shared Privilege, without obtaining the consent of the other party, provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the COMSAT Entity and the Ascent Entity, and shall not operate as a waiver of the shared Privilege with respect to third-parties. (f) Upon receipt by any party of any subpoena, discovery or other request which arguably calls for the production or disclosure of Information subject to a shared Privilege or as to which the other party has the sole right hereunder to assert a Privilege, or if any party obtains knowledge that any of its current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such Privileged Information, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the Information and to assert any rights it may have under this Section 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. (g) The transfer of the Ascent Books and Records and the COMSAT Books and Records and other Information between COMSAT and its Subsidiaries and Ascent and its Subsidiaries, is made in reliance on the agreement of COMSAT and Ascent, as set forth in Sections 5.04 and 5.05, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Sections 5.01 and 5.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 5.03 hereof and the transfer of Privileged Information between COMSAT and its Subsidiaries and Ascent and its Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Privileged Matters. To allocate the interests of each party with respect to Privileged Information, the parties agree as follows: (a) DHPI QUALCOMM shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the DHPI QUALCOMM Business, whether or not the Privileged Information is in the possession of or under the control of DHPI QUALCOMM or RPLeap. DHPI QUALCOMM shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Liabilities of the DHPI QUALCOMM Group, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by DHPIQUALCOMM, whether or not the Privileged Information is in the possession of or under the control of DHPI QUALCONM or RPLeap. (b) RP Leap shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the RP Leap Business, whether or not the Privileged Information is in the possession of or under the control of DHPI QUALCOMM or RPLeap. RP Leap shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the subject matter of any claims constituting RP Leap Liabilities, now pending or which may be asserted in the future, in any lawsuits or other Actions initiated against or by RPLeap, whether or not the Privileged Information is in the possession of RP Leap or under the control of DHPI QUALCOMM or RPLeap. (c) DHPI QUALCOMM and RP Leap agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions of thisthis Section 7.6, with respect to all Privileges not allocated pursuant to the terms of Sections 7.6(a) and (b). All Privileges relating