Common use of Protected Communication Clause in Contracts

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Company shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. None of the Latisys Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys PEP Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys PEP Company shall thereupon be vested exclusively in Seller and its successors in interest and shall be exercised or waived solely as directed by Seller or its successors in interest. None of the Latisys PEP Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. (a) The parties to this Agreement Parties agree that, immediately prior to the Closing, without the need for any further action (ai) all right, title and interest of any Latisys the Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Securityholders and its their respective successors in interest, and (bii) any and all protections from disclosure, including, but not limited to, attorney the attorney-client privileges and work product protections, associated with or communications privilege arising from any Protected Communications that would have been exercisable by any Latisys the Company shall thereupon be vested exclusively in Seller the Securityholders and its their respective successors in interest and shall be exercised or waived solely as directed by Seller Securityholders or its their respective successors in interest. None of the Latisys CompaniesCompany, Purchaser Parent, Merger Sub or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interestthe Securityholders’ Representative, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protectioncommunications privilege, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, that the foregoing shall neither prohibit Purchaser Parent from seeking proper discovery of such documents nor Seller any Securityholder from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have communications privilege has attached thereto. Seller and its successors in interest shall have the right at any time prior The Company shall, with respect to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession of the Company or within their its direct or indirect control (A) promptly upon written request, deliver to the Securityholders’ Representative (in whatever form such Protected Communications are stored, whether paper files, electronic files or otherwise) any Protected Communications so requested and shall (B) provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller the Securityholders and its their respective successors in interest hereunder.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys Paragon Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Seller and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys Paragon Company shall thereupon be vested exclusively in the Seller and its successors in interest and shall be exercised or waived solely as directed by the Seller or its successors in interest. None of the Latisys Paragon Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Seller or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor the Seller from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. The Seller and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Company and any Latisys Company Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller Sellers and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney including attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Company or any Latisys Company Subsidiary shall thereupon be vested exclusively in Seller Sellers and its their successors in interest and shall be exercised or waived solely as directed by Seller Sellers or its their successors in interest; provided *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that Buyer, the Company or any of its Subsidiaries may assert such protection in a dispute with a third party after the Closing Date. None of Buyer, the Latisys CompaniesCompany, Purchaser the Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller or its successors in interestthe Sellers’ Representative, assert (other than as permitted by preceding sentence) or waive or attempt to assert (other than as permitted by the preceding sentence) or waive any such protection against disclosure, including, but not limited to, including the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, that the foregoing shall neither prohibit Purchaser Buyer from seeking proper discovery of such documents nor Seller Sellers from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller Anything to the contrary notwithstanding, Sellers and its their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and, until the date that is seven (7) years following the Closing Date and subject to the procedures set forth in Section 6.6(b), Buyer, the Company and the Companies and Purchaser Subsidiaries shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of each Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree Company and each of its Subsidiaries hereby agrees that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Latisys the Company and its Subsidiaries in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Former Holders and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys the Company or its Subsidiaries shall thereupon be vested exclusively in Seller the Former Holders and its their successors in interest and shall be exercised or waived solely as directed by Seller the Former Holders or its their successors in interest. None of the Latisys CompaniesCompany or its Subsidiaries, Purchaser Parent or any Person acting on any of their behalf shall, without the prior written consent of Seller the Former Holders or its their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, provided, however, the foregoing shall neither prohibit Purchaser the Company or its Subsidiaries or any Person acting on any of their behalf from seeking proper discovery of such documents nor Seller the Former Holders from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller The Former Holders and its their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies Surviving Corporation and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and its Subsidiaries shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The parties Parties to this Agreement agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of the Companies and any Latisys Company Subsidiary in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller Sellers and its their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney attorney-client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by the Companies or any Latisys Company Subsidiary shall thereupon be vested exclusively in Seller Sellers and its their successors in interest and shall be exercised or waived solely as directed by Seller Sellers or its their successors in interestinterest as between Sellers, on the one hand, and the Companies and the Subsidiaries, on the other hand. None of Buyers, the Latisys Companies, Purchaser the Subsidiaries or any Person acting on any of their behalf shall, without the prior written consent of Seller Sellers or its their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including manner in connection with any dispute or legal proceeding Legal Proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, the foregoing shall neither prohibit Purchaser Buyers from seeking proper discovery of such documents nor Seller Sellers from asserting that such documents are not discoverable to the extent that applicable attorney attorney-client privileges and work product protections have attached thereto. Seller Notwithstanding the foregoing, in the event that a dispute arises between Buyers, the Companies and its the Subsidiaries and a third party other than a Party to this Agreement after the Closing, the Companies and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of Protected Communications by Sellers, Sellers’ shareholders or their respective representatives to such third party. Sellers and their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of Seller and its successors in interest hereunder.

Protected Communication. The parties to this Agreement agree that, immediately prior to the ClosingEffective Time, without the need for any further action (a) all right, title and interest of any Latisys the Company in and to all Protected Communications shall thereupon transfer to and be vested solely in Seller the Company Holders’ Agent and its successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Protected Communications that would have been exercisable by any Latisys the Company shall thereupon be vested exclusively in Seller the Company Holders’ Agent and its successors in interest and shall be exercised or waived solely as directed by Seller the Company Holders’ Agent or its successors in interest. None of the Latisys CompaniesCompany, Purchaser Acquiror, or any Person acting on any of their behalf shall, without the prior written consent of Seller the Company Holders’ Agent or its successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Protected Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, Agreement or any of the transactions contemplated herein, ; provided, however, the foregoing shall neither prohibit Purchaser (i) Acquiror or the Company from seeking proper discovery of such documents nor Seller (ii) the Company Holders’ Agent or its successors in interest from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Seller The Company Holders’ Agent and its successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way they desire, and the Companies Company and Purchaser shall provide full access to all Protected Communications in their possession or within their direct or indirect control and Acquiror shall provide reasonable assistance at the expense and request of the Person requesting such assistance Company Holders’ Agent or its successors in interest in order to give full force and effect to the rights of Seller the Company Holders’ Agent and its successors in interest hereunderpursuant to this Section 9.13. Notwithstanding any provision of this Agreement to the contrary, the attorney-client privilege, attorney work product protection and expectation of client confidence involving general business matters of the Company (but not, for the avoidance of doubt, to the extent relating to any Protected Communication or the negotiation, documentation and consummation of the transactions contemplated by this Agreement) and arising prior to the Closing are for the sole benefit of the Company, and Acquiror shall, from and after the Effective Time, hold and control all such attorney-client privilege, attorney work product protection and expectation of client confidence.