Common use of Retention of Counsel and Privilege Clause in Contracts

Retention of Counsel and Privilege. 7.14.1 Each Party acknowledges that the Corporation has retained Norton Rxxx Xxxxxxxxx Canada LLP (“NRFC”) to act as its counsel in connection with the transactions contemplated by this Agreement. The Purchaser and Parent agree that, in the event that a dispute arises after Closing between the Purchaser or the Parent and the Vendors or the Vendors’ Delegate in connection with, or relating to, this Agreement, NRFC may represent the Vendors or the Vendors’ Delegate in such dispute even though the interest of the Vendors or the Vendors’ Delegate may be directly adverse to the Purchaser or the Group and even though NRFC may have represented the Group in a matter substantially related to such dispute. 7.14.2 Each of the Vendors acknowledges that it has had a reasonable opportunity to review this Agreement and to obtain independent legal advice with respect to this Agreement, and either (i) it has had such independent legal advice prior to executing this Agreement; or (ii) it has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice. 7.14.3 As to all communications among NRFC and the Group or the Vendors that relate in an way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege, the expectation of client confidentiality and all information and documents covered by such privilege or protection, belong to the Vendors and may be controlled by the Vendors’ Delegate, on behalf of the Vendors, after the Closing or the Requisite Vendors, on behalf of the Vendors, prior to the Closing, and shall not pass to or be claimed by the Group or the Purchaser or the Parent. The foregoing does not include any communications between the Group and NRFC which relate to general business matters of the Group. Notwithstanding the foregoing, if a dispute arises between the Purchaser or the Parent or the Corporation and a third party other than a party to a Closing Document after Closing, any member of the Group may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by NRFC to such third party; provided, however that no member of the Group may waive such privilege without the prior written consent of the Vendors’ Delegate, which consent shall not be unreasonably withheld, conditioned or delayed. If the Purchaser or any of its Affiliates are legally required by any Governmental Authority to access or obtain a copy of all or a portion of any such privileged communications, then to the extent: (a) permitted by applicable Laws; and (b) advisable in the opinion of the Purchaser’s counsel, the Purchaser shall forthwith (and, in any event within five (5) Business Days) notify the Requisite Vendors (if prior to Closing) or the Vendors’ Delegate (if after Closing) in writing so that the Requisite Vendors or the Vendors’ Delegate, as appropriate, may seek a protective order. This Section 7.14 shall survive Closing.

Retention of Counsel and Privilege. 7.14.1 (1) Each Party acknowledges that the Corporation Vendor has retained Norton Rxxx Xxxxxxxxx Canada LLP (“NRFC”) the Vendor’s Counsel to act as its counsel in connection with the transactions contemplated by this AgreementTransactions. The Purchaser and Parent agree agrees that, in the event that a dispute arises after Closing between the Purchaser or the Parent and the Vendors or the Vendors’ Delegate Vendor in connection with, or relating to, this Agreement, NRFC any Ancillary Agreement or the Transactions, the Vendor’s Counsel may represent the Vendors or the Vendors’ Delegate Vendor in such dispute even though the interest interests of the Vendors or the Vendors’ Delegate Vendor may be directly adverse to the Purchaser or the Group Corporation and even though NRFC the Vendor’s Counsel may have represented the Group Corporation in a matter substantially related to such dispute. 7.14.2 Each of the Vendors acknowledges that it has had a reasonable opportunity to review this Agreement and to obtain independent legal advice with respect to this Agreement, and either (i2) it has had such independent legal advice prior to executing this Agreement; or (ii) it has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice. 7.14.3 As to all communications among NRFC the Vendor’s Counsel and the Group Corporation or the Vendors Vendor that relate in an any way to the transactions contemplated by this Agreement, any Ancillary Agreement or the Transactions, the attorney or solicitor-client privilege, the expectation of client confidentiality and all information and documents covered by such privilege or protection, belong to the Vendors Vendor and may be controlled by the Vendors’ Delegate, on behalf of the Vendors, after the Closing or the Requisite Vendors, on behalf of the Vendors, prior to the Closing, Vendor and shall not pass to or be claimed by the Group Corporation or the Purchaser or the ParentPurchaser. The foregoing does not include any communications between the Group Corporation and NRFC the Vendor’s Counsel which relate to general business matters of the GroupCorporation. Notwithstanding the foregoing, if a dispute arises between the Purchaser or the Parent or the Corporation and a third party other than a party to a Closing Document Party after Closing, any member of the Group Corporation may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by NRFC the Vendor’s Counsel to such third party; provided, however that no member of the Group Corporation may not waive such privilege without the prior written consent of the Vendors’ Delegate, Vendor which consent shall not be unreasonably withheld, conditioned or delayed. If the Purchaser or any of its Affiliates are is legally required by any Governmental Authority to access or obtain a copy of all or a portion of any such privileged communications, then to the extent: (a) permitted by applicable Laws; and (b) advisable in the opinion of the Purchaser’s counsel, the Purchaser shall forthwith (and, in any event within five (5) Business Days) notify the Requisite Vendors (if prior to Closing) or the Vendors’ Delegate (if after Closing) in writing so that the Requisite Vendors or the Vendors’ Delegate, as appropriate, may seek a protective order. This Section 7.14 shall survive Closing.

Retention of Counsel and Privilege. 7.14.1 (a) Each Party acknowledges that the Corporation has Sellers have retained Norton Rxxx Fasken Xxxxxxxxx Canada DuMoulin LLP (“NRFC”) to act as its counsel in connection with the transactions contemplated by this AgreementTransactions. The Purchaser and Parent agree agrees that, in the event that a dispute arises after Closing between the Purchaser or the Parent and the Vendors or the Vendors’ Delegate Sellers in connection with, or relating to, this AgreementAgreement or the Transactions, NRFC Fasken Xxxxxxxxx XxXxxxxx LLP may represent the Vendors or the Vendors’ Delegate Sellers in such dispute even though the interest of the Vendors or the Vendors’ Delegate Sellers may be directly adverse to the Purchaser or the Group Acquired Entities and even though NRFC Fasken Xxxxxxxxx DuMoulin LLP may have represented the Group Acquired Entities in a matter substantially related to such disputedispute or may be acting in ongoing matters for the Purchaser or the Acquired Entities provided Fasken Xxxxxxxxx XxXxxxxx LLP is not acting on Purchasers behalf in related ongoing matters. 7.14.2 Each of the Vendors acknowledges that it has had a reasonable opportunity to review this Agreement and to obtain independent legal advice with respect to this Agreement, and either (ib) it has had such independent legal advice prior to executing this Agreement; or (ii) it has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice. 7.14.3 As to all communications among NRFC Fasken Xxxxxxxxx DuMoulin LLP and the Group Acquired Entities or the Vendors Sellers that relate in an any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitor-client privilege, the expectation of client confidentiality and all information and documents covered by such privilege or protection, belong to the Vendors Sellers and may be controlled by the Vendors’ Delegate, on behalf of the Vendors, after the Closing or the Requisite Vendors, on behalf of the Vendors, prior to the Closing, Sellers and shall not pass to or be claimed by the Group Acquired Entities or the Purchaser or the ParentPurchaser. The foregoing does not include any communications between the Group Acquired Entities and NRFC Fasken Xxxxxxxxx XxXxxxxx LLP which relate to general business matters of the GroupAcquired Entities. Notwithstanding the foregoing, if a dispute arises between the Purchaser or the Parent or the Corporation and a third party other than a party to a Closing Transaction Document after the Closing, any member of the Group Acquired Entities may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by NRFC Fasken Xxxxxxxxx DuMoulin LLP to such third party; provided, however that no member of the Group Acquired Entities may not waive such privilege without the prior written consent of the Vendors’ Delegate, Sellers which consent shall not be unreasonably withheld, conditioned or delayed. If the Purchaser or any of its Affiliates are is legally required by any Governmental Authority to access or obtain a copy of all or a portion of any such privileged communications, then to the extent: (ai) permitted by applicable Laws; and (bii) advisable in the opinion of the Purchaser’s counsel, the Purchaser shall forthwith (and, in any event within five (5) Business Days) notify the Requisite Vendors (if prior to Closing) or the Vendors’ Delegate (if after Closing) Sellers in writing so that the Requisite Vendors or the Vendors’ Delegate, as appropriate, Sellers may seek a protective order. . (c) This Section 7.14 15.8 shall survive the Closing.

Retention of Counsel and Privilege. 7.14.1 (a) Each Party acknowledges that the Corporation has Sellers have retained Norton Rxxx Xxxxxxxxx Canada LLP (“NRFC”) NRF to act as its their counsel in connection with the transactions contemplated by this AgreementTransaction. The Purchaser and Parent agree Buyer agrees that, in the event that a dispute arises after Closing between the Purchaser Buyer and Sellers (or the Parent and the Vendors or the Vendors’ Delegate any one of them) in connection with, or relating to, this AgreementAgreement or the Transaction, NRFC NRF may represent the Vendors or the Vendors’ Delegate Sellers in such dispute even though the interest of the Vendors or the Vendors’ Delegate Sellers may be directly adverse to Buyer or members of the Purchaser or the Company Group and even though NRFC NRF may have represented members of the Company Group in a matter substantially related to such dispute. 7.14.2 Each of the Vendors acknowledges that it has had a reasonable opportunity to review this Agreement and to obtain independent legal advice with respect to this Agreement, and either (ib) it has had such independent legal advice prior to executing this Agreement; or (ii) it has willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice. 7.14.3 As to all communications among NRFC NRF and the members of the Company Group or the Vendors Sellers that relate in an any way to the transactions contemplated by this AgreementTransaction, the attorney or solicitor-client privilege, the expectation of client confidentiality and all information and documents covered by such privilege or protection, belong to the Vendors Sellers and may be controlled by the Vendors’ Delegate, on behalf of the Vendors, after the Closing or the Requisite Vendors, on behalf of the Vendors, prior to the Closing, Sellers and shall not pass to or be claimed by any member of the Company Group or the Purchaser or the ParentBuyer. The foregoing does not include any communications between any member of the Company Group and NRFC NRF which relate to general business matters of any member of the Company Group. Notwithstanding the foregoing, if a dispute arises between Buyer or a member of the Purchaser or the Parent or the Corporation Company Group and a third party other than a party Party to a Closing Document this Agreement or any other Transaction Agreement after the Closing, any member of the Company Group may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by NRFC NRF to such third party; provided, however that no such member of the Company Group may not waive such privilege without the prior written consent of the Vendors’ Delegate, Sellers which consent shall not be unreasonably withheld, conditioned or delayed. If the Purchaser Buyer or any of its Affiliates are is legally required by any Governmental Authority to access or obtain a copy of all or a portion of any such privileged communications, then to the extent: : (ai) permitted by applicable Laws; and and (bii) advisable in the opinion of the PurchaserBuyer’s counsel, the Purchaser Buyer shall forthwith (and, in any event within five (5) Business Days) notify the Requisite Vendors (if prior to Closing) or the Vendors’ Delegate (if after Closing) Sellers in writing so that the Requisite Vendors or the Vendors’ Delegate, as appropriate, Sellers may seek a protective order. This Section 7.14 shall survive Closing.