Common use of Seller’s Retention of Attorney-Client Privilege with Respect to Sell-Side Acquisition Legal Representation Clause in Contracts

Seller’s Retention of Attorney-Client Privilege with Respect to Sell-Side Acquisition Legal Representation. Buyer agrees, on its own behalf and on behalf of its Subsidiaries, that from and after Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to Target, Nominee, Manager and Sellers, as applicable, and will not pass to or be claimed by Buyer, Target, or any of their Subsidiaries, and (ii) Target, Nominee, Manager and Sellers, as applicable, will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller, Manager, Nominee or one of their respective Affiliates; or (B) take any action that, to Buyer’s Knowledge, could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller, Manager, Target, Nominee or one of their respective Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Subsidiaries, that in the event of a dispute between any Seller, Manager, Nominee or one of their respective Affiliates, on the one hand, and Target or any of its Subsidiaries, on the other hand, arising out of or relating to any matter in which Law Firm jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Seller, Manager, Nominee or Affiliate thereof any Attorney-Client Communication made, developed or shared during the course of Law Firm’s joint representation.

Seller’s Retention of Attorney-Client Privilege with Respect to Sell-Side Acquisition Legal Representation. Buyer agrees, on its own behalf and on behalf of its Subsidiaries, that from and after Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to Target, Nominee, Manager and SellersSeller, as applicable, and will not pass to or be claimed by Buyer, Target, or any of their Subsidiaries, and (ii) Target, Nominee, Manager and SellersSeller, as applicable, will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller, Manager, Nominee or one of their respective Affiliates; or (B) take any action that, to Buyer’s Knowledge, could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller, Manager, Target, Nominee or one of their respective Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Subsidiaries, that in the event of a dispute between any Seller, Manager, Nominee or one of their respective Affiliates, on the one hand, and Target or any of its Subsidiaries, on the other hand, arising out of or relating to any matter in which Law Firm jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Seller, Manager, Nominee or Affiliate thereof any Attorney-Client Communication made, developed or shared during the course of Law Firm’s joint representation.

Seller’s Retention of Attorney-Client Privilege with Respect to Sell-Side Acquisition Legal Representation. Buyer agrees, on its own behalf and on behalf of its Subsidiaries, that from and after Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to Target, Nominee, Manager and Sellers, as applicable, and will not pass to or be claimed by Buyer, Target, or any of their Subsidiaries, and (ii) Target, Nominee, Manager and Sellers, as applicable, will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Subsidiaries not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller, Manager, Nominee or one of their respective Affiliates; or (B) take any action that, to Buyer’s Knowledge, could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller, Manager, Target, Nominee or one of their respective Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Subsidiaries, that in the event of a dispute between any Seller, Manager, Nominee or one of their respective Affiliates, on the one hand, and Target or any of its Subsidiaries, on the other hand, arising out of or relating to any matter in which Law Firm jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Seller, Manager, Nominee or Affiliate thereof any Attorney-Client Communication made, information or documents developed or shared during the course of Law Firm’s joint representation.