Common use of Protected Communications Clause in Contracts

Protected Communications. 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 Amtrol Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (on behalf of the Company Securityholders), 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 Amtrol Company shall thereupon be vested exclusively in the Stockholder Representative and shall be exercised or waived solely as directed by the Stockholder Representative. None of the Amtrol Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder 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 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 Stockholder Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have the right (subject to applicable Law and Order and the requirements of any Legal Proceeding) 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 the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunder.

Protected Communications. 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 Amtrol Company the Group Companies in and to all Protected Communications shall thereupon transfer to and be vested solely in Shareholder Representative solely for the Stockholder Representative (on behalf benefit of the Company Securityholders)Holders, 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 Amtrol Group Company shall thereupon be vested exclusively in Shareholder Representative solely for the Stockholder Representative benefit of the Company Holders and shall be exercised or waived solely as directed by the Stockholder Shareholder Representative. None All rights, files, and information that are not Protected Communications, including matters that relate to the operation of the Amtrol CompaniesGroup Companies and the Liabilities of the Group Companies shall belong to the Company. Neither the Company, Purchaser its Subsidiaries, Parent, Purchaser, Merger Sub or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder Shareholder 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 protectionprotection with respect to, 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 Proceeding with Shareholder Representative or the Company Holders relating to or in connection with 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 Stockholder Shareholder Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have Notwithstanding the right (subject foregoing, in the event that a dispute arises between Parent, Purchaser, Merger Sub, or any Group Company, on the one hand, and a Person other than Shareholder Representative, a Company Holder or one of their Affiliates, on the other hand, after the Closing, Parent, Purchaser, Merger Sub and any Group Company, as applicable, may assert the attorney-client privilege to applicable Law and Order and the requirements prevent disclosure of any Legal Proceeding) 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 the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderthird party.

Protected Communications. The parties to this Agreement hereto agree that, immediately prior to the ClosingEffective Time, and without the need for any further action action: (a) all right, title and interest of any Amtrol the Company (including, for all purposes of this Section 9.16, the Steering Committee convened by the Company Managing Members) in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (on behalf members of the Company SecurityholdersSteering Committee as of the date of execution of this Agreement (the “Committee Members”), and (b) any and all protections from disclosure, disclosure (including, but not limited to, attorney-any attorney client privileges and work product protections, ) associated with or arising from any Protected Communications that would have been exercisable by any Amtrol the Company shall thereupon be vested exclusively in the Stockholder Representative Committee Members and shall be exercised or waived solely as directed by the Stockholder RepresentativeCommittee Members. None of the Amtrol CompaniesThe Surviving Corporation, Purchaser or any Person acting on any of their behalf shallits behalf, shall not, without the prior written consent of the Stockholder Selling 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 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 Stockholder Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached theretoTransactions. The Stockholder Representative Company and the Committee Members shall have the right (subject to applicable Law and Order and the requirements of any Legal Proceeding) at any time prior to or following after the Closing Effective Time to remove, erase, delete, disable, copy or otherwise deal with any Protected Communications in whatever way the Stockholder Representative desiresthey desire, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, Surviving Corporation shall provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderCompany, the Company Managing Members and the Committee Members under this Section 9.16.

Protected Communications. 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 Amtrol the Company and its Subsidiaries in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (on behalf solely for the benefit of the Company Securityholders)Stockholders, and (b) any and all protections from disclosure, including, but not limited to, attorney-client privileges and work product protections, associated protections with or arising from respect to any Protected Communications that would have been exercisable by any Amtrol of the Company or its Subsidiaries shall thereupon be vested exclusively in the Stockholder Representative solely for the benefit of the Stockholders and shall be exercised or waived solely as directed by the Stockholder Representative. None Representative relating to or in connection with this Agreement, the negotiations leading to this Agreement, or any of the Amtrol Companiestransactions contemplated herein. All rights, Purchaser files, and information that are not Protected Communications, including matters that relate to the operation of the Company and its Subsidiaries and the liabilities of the Company and its Subsidiaries shall belong to the Surviving Corporation. Neither the Company, its Subsidiaries, Buyer, Merger Sub or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder 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 protectionprotection with respect to, 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 Proceeding with the Representative or the Participating Equityholders relating to or in connection with 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 Buyer from seeking proper discovery of such documents nor the Stockholder Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have Notwithstanding the right (subject foregoing, in the event that a dispute arises between Buyer, Merger Sub, the Surviving Corporation or its Subsidiaries, on the one hand, and a Person other than the Representative, a Participating Equityholder or one of their Affiliates, on the other hand, after the Closing, Buyer, Merger Sub, the Company and any of its Subsidiaries, as applicable, may assert the attorney-client privilege to applicable Law and Order and the requirements prevent disclosure of any Legal Proceeding) 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 the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderthird party.

Protected Communications. The parties to this Agreement Parties agree that, immediately prior to the Closing, without the need for any further action (a) all right, title and interest of any Amtrol the Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (on behalf of the Company Securityholders), Selling Parties and (b) subject to applicable law, 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 Amtrol the Company shall thereupon be vested exclusively in the Stockholder Representative Selling Parties and shall be exercised by the Selling Parties or waived solely as directed by the Stockholder RepresentativeSelling Parties or the Shareholder Representative appointed on behalf of the Selling Parties. All rights, files, and information that are not Protected Communications, including matters that relate to the Business and the liabilities of the Company shall belong solely to the Company. None of the Amtrol CompaniesCompany, Purchaser Buying Parties, or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder Selling Parties or the Shareholder Representative, assert or waive or attempt to assert or waive any such applicable protection against disclosure, including, but not limited to, the attorney-client privilege or work product protectionprotection with respect to, 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 Proceeding with any of the Selling Parties relating to or in connection with with, this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein, ; provided, however, the foregoing shall neither not prohibit Purchaser Buyer from seeking proper discovery of such documents nor the Stockholder Representative or the Company Securityholders Selling Parties from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have Notwithstanding the right (subject to applicable Law and Order foregoing, in the event that a dispute arises between Buyer and the requirements Company, on the one hand, and a Person other than a Selling Party or one of the Selling Parties’ Affiliates, on the other hand, after the Closing, Buyer, the Company and any Legal Proceeding) at any time prior of its subsidiaries, as applicable, may assert the attorney-client privilege to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any prevent disclosure of Protected Communications in whatever way the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderthird party.

Protected Communications. 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 Amtrol the Company Group in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Representative (Securityholder Representative, and its successors in interest, on behalf of the Company Securityholders), Securityholders 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 any Amtrol the Company Group shall thereupon be vested exclusively in the Stockholder Securityholder Representative and its successors in interest and shall be exercised or waived solely as directed by the Stockholder RepresentativeSecurityholder Representative or its successors in interest. None of the Amtrol CompaniesCompany Group, the Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Stockholder RepresentativeSecurityholder Representative or its successors in interest, assert or intentionally 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 Stockholder Representative Transactions or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached theretoany disputes in connection therewith. The Stockholder Securityholder Representative and its successors in interest shall have the right (subject to applicable Law and Order and the requirements of any Legal Proceeding) 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 that does not disrupt the Stockholder Representative desiresoperations, business or assets of the Company Group. As used herein, “Protected Communications” means, at any time, any and all privileged communications in whatever form, whether written, oral, video, electronic or otherwise, that shall have occurred between any Designated Firm, on the one hand, and any of the Amtrol Companies Company Group, the Company Securityholders or any of their respective Affiliates, equity or holders, directors, officers, employees, agents, advisors or attorneys, on the other hand, to the extent relating to this Agreement, the events and Purchaser shallnegotiations leading to this Agreement, upon the Stockholder Representative’s written requestTransactions or any other potential sale, provide full access merger or transfer of control transaction involving the Company or any of its Subsidiaries. The Securityholder Representative shall not intentionally waive or attempt to all waive any privilege with respect to the Protected Communications unless reasonably required in their possession or within their direct or indirect control and reasonable assistance at connection with the expense exercise of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Securityholder Representative hereunderor the Company Securityholders hereunder and the Company Group may assert privilege against any third party to prevent disclosure of the Protected Communications.

Protected Communications. 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 Amtrol the Acquired Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Sellers’ Representative (on behalf solely for the benefit of the Company Securityholders)Sellers, and (b) subject to applicable Law, 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 Amtrol the Acquired Company shall thereupon be vested exclusively in the Stockholder Sellers’ Representative solely for the benefit of the Sellers and shall be exercised or waived solely as directed by the Stockholder Sellers’ Representative. None All rights, files, and information that are not Protected Communications, including matters that relate to the operations and Business of the Amtrol CompaniesAcquired Company and the liabilities of the Acquired Company shall belong solely to the Acquired Company; provided that Sellers’ Representative shall have a joint privilege interest with the Acquired Company in all information relating to the TGS Dispute and TGS Claims for the purposes of administering such TGS Dispute and TGS Claims in accordance herewith. Neither the Acquired Company, Purchaser or Buyer nor any Person acting on any of their behalf behalves shall, without the prior written consent of the Stockholder Sellers’ Representative, assert or waive or attempt to assert or waive any such applicable protection against disclosure, including, but not limited to, the attorney-client privilege or work product protectionprotection with respect to, 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 Action with the Sellers’ Representative or the Sellers relating to or in connection with 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 Buyer from seeking proper discovery of such documents nor the Stockholder Sellers’ Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have Notwithstanding the right (subject to applicable Law and Order foregoing, in the event that a dispute arises between Buyer and the requirements Acquired Company, on the one hand, and a Person other than the Sellers’ Representative, a Seller or one of their Affiliates, on the other hand, after the Closing, Buyer, the Acquired Company and any Legal Proceeding) at any time prior of its Subsidiaries, as applicable, may assert the attorney-client privilege to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any prevent disclosure of Protected Communications in whatever way the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderthird party.

Protected Communications. 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 Amtrol the Acquired Company in and to all Protected Communications shall thereupon transfer to and be vested solely in the Stockholder Sellers’ Representative (on behalf solely for the benefit of the Company Securityholders)Sellers, and (b) subject to applicable Law, 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 Amtrol the Acquired Company shall thereupon be vested exclusively in the Stockholder Sellers’ Representative solely for the benefit of the Sellers and shall be exercised or waived solely as directed by the Stockholder Sellers’ Representative. None All rights, files, and information that are not Protected Communications, including matters that relate to the operations and Business of the Amtrol CompaniesAcquired Company and the liabilities of the Acquired Company shall belong solely to the Acquired Company; provided that Sellers’ Representative shall have a joint privilege interest with the Acquired Company in all information relating to the TGS Dispute and TGS Claims for the purposes of administering such TGS Dispute and TGS Claims in accordance herewith. Neither the Acquired Company, Purchaser or Buyer nor any Person acting on any of their behalf behalves shall, without the prior written consent of the Stockholder Sellers’ Representative, assert or waive or attempt to assert or waive any such applicable protection against disclosure, including, but not limited to, the attorney-attorney- client privilege or work product protectionprotection with respect to, 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 Action with the Sellers’ Representative or the Sellers relating to or in connection with 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 Buyer from seeking proper discovery of such documents nor the Stockholder Sellers’ Representative or the Company Securityholders from asserting that such documents are not discoverable to the extent that applicable attorney-client privileges and work product protections have attached thereto. The Stockholder Representative shall have Notwithstanding the right (subject to applicable Law and Order foregoing, in the event that a dispute arises between Buyer and the requirements Acquired Company, on the one hand, and a Person other than the Sellers’ Representative, a Seller or one of their Affiliates, on the other hand, after the Closing, Buyer, the Acquired Company and any Legal Proceeding) at any time prior of its Subsidiaries, as applicable, may assert the attorney-client privilege to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any prevent disclosure of Protected Communications in whatever way the Stockholder Representative desires, and the Amtrol Companies and Purchaser shall, upon the Stockholder Representative’s written request, provide full access to all Protected Communications in their possession or within their direct or indirect control and reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Stockholder Representative hereunderthird party.