Common use of Transaction Privilege Clause in Contracts

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx LLP (“DD”) has represented the Company, the Seller and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD may have previously advised the Seller Entities or in respect of any other matters. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities and the Company), on the one hand, and DD, on the other hand, to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller Entities, and that no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities or the Company, on the one hand, and DD, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to the Seller Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller Entities is intended or will be claimed by any Other Party as a result of any communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, (ii) all Other Party Group Members shall endeavor to delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided to the Company, the Seller or its Affiliates by DD in connection with this Agreement or the transactions contemplated hereby. (f) This Section 9.16 shall be irrevocable, and no term of this Section 9.16 may be amended, waived or modified, without the prior written consent of DD, the Seller and its respective Affiliates affected thereby.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx LLP Xxxxx Xxxxx L.L.P. (“DDXxxxx Xxxxx”) has represented the Company, the Seller Sellers and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller Sellers and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD Xxxxx Xxxxx will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company Acquired Entities and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD Xxxxx Xxxxx represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD Xxxxx Xxxxx may have previously advised the Seller Entities or in respect of any other matters. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD Xxxxx Xxxxx to the Seller Sellers or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD Xxxxx Xxxxx in the course of its representation of the Seller Sellers or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s Xxxxx Xxxxx’ duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities and the Company), on the one hand, and DDXxxxx Xxxxx, on the other hand, to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller Entities, and that no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities or the Company, on the one hand, and DDXxxxx Xxxxx, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to the Seller Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD Xxxxx Xxxxx relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller Entities is intended or will be claimed by any Other Party as a result of any communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, (ii) all Other Party Group Members shall endeavor to locate and delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company Acquired Entities after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD Xxxxx Xxxxx in respect of legal services provided to the Company, the Seller Sellers or its their Affiliates by DD Xxxxx Xxxxx in connection with this Agreement or the transactions contemplated hereby. (f) The Buyer hereby agrees that it shall cause any Person that is or after the Closing an Affiliate of the Buyer to execute any document or instrument reasonably requested from time to time by the Seller Representative in order to evidence or effectuate the intentions of the Parties reflected in this Section 9.16. (g) This Section 9.16 shall be irrevocable, and no term of this Section 9.16 may be amended, waived or modified, without the prior written consent of DDXxxxx Xxxxx, the Seller Sellers and its their respective Affiliates affected thereby.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx Xxxxxx LLP (“DD”"Xxxxxxx Xxxxxx") has represented the Company, the Seller Sellers and one or more of their Affiliates (each a "Seller Group Member" and, collectively, the "Seller Group Members") and the Companies prior to the date of this AgreementClosing Date, including in connection with the negotiation, documentation documentation, and consummation of this Agreement and the transactions contemplated by this AgreementTransaction Documents, and that the Seller and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) Group Members have a reasonable expectation that, after the Closing, DD Xxxxxxx Xxxxxx will, if the Seller Entities Group Members so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding Action involving any Seller Entity Group Member or their Representatives, on the one hand, and any other Party party to this Agreement (including the Company Companies from and after the Closing) (an “"Other Party”") or any of their respective Affiliates and Representatives (each an “"Other Party Group Member” and collectively " and, collectively, the “"Other Party Group Members”"), on the other hand, arising under or relating to the negotiation, documentation and consummation of this AgreementAgreement and the Transaction Documents. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are or after Closing will be Affiliates of such Other Party)Members, hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 10.12(a) and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws Law or standard of professional responsibility if, after the Closing, DD Xxxxxxx Xxxxxx represents any Seller Entities Group Member or other Persons in connection with any Claim or Proceeding arising under or Action relating to the negotiation, documentation and consummation of this Agreement or and the transactions contemplated by this Agreement Transaction Documents whether or not such matter is one in which DD Xxxxxxx Xxxxxx may have previously advised the Seller Entities or in respect of any other mattersGroup Members. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Entities Group Members and the Company Sellers and the Companies (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities Sellers and the CompanyCompanies), on the one hand, and DDXxxxxxx Xxxxxx, on the other hand, to the extent related relating to the negotiation, documentation and consummation of this Agreement or the transactions contemplated by this AgreementTransaction Documents, shall be excluded from the assets Assets or any other property, rights, privileges, powers, franchises franchises, and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller EntitiesGroup Members, and that no Other Party Group Member shall have any right to assert, waive waive, or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities Group Members or the CompanyCompanies, on the one hand, and DDXxxxxxx Xxxxxx, on the other hand, relating to the negotiation, documentation documentation, and consummation of the this Agreement and the transactions contemplated by the Agreement Transaction Documents shall be deemed to be privileged and to belong solely to the Seller Entities Group Members (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller Entities Group Members is intended or will be claimed by any Other Party as a result of any communications, files, records records, or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, (ii) all Other Party Group Members shall endeavor to delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided to the Company, the Seller or its Affiliates by DD in connection with this Agreement or the transactions contemplated hereby. (fd) This Section 9.16 10.12 shall be irrevocable, and no term of this Section 9.16 10.12 may be amended, waived waived, or modified, without the prior written consent of DDXxxxxxx Xxxxxx, the Seller Group Members, and its their respective Affiliates affected thereby. Notwithstanding any other provision of this Agreement, Xxxxxxx Xxxxxx’x rights and privileges under this Section 10.12 may be transferred and assigned by Xxxxxxx Xxxxxx to its successors and assigns.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP (“DDXxxxxx Xxxx”) has represented the Company, the Seller and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD Xxxxxx Xxxx will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and its Subsidiaries and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 10.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD Xxxxxx Xxxx represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD Xxxxxx Xxxx may have previously advised the Seller Entities or in respect of any other matters. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD Xxxxxx Xxxx to the Seller or any of their its Affiliates, directors, members, partners, officers or employees of any information learned by DD Xxxxxx Xxxx in the course of its representation of the Seller or their its Affiliates, whether or not such information is subject to attorney client privilege or DD’s Xxxxxx Xxxx’x duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities and the Company), on the one hand, and DD, on the other hand, to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller Entities, and that no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities or the Company, on the one hand, and DD, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to the Seller Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller Entities is intended or will be claimed by any Other Party as a result of any communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, (ii) all Other Party Group Members shall endeavor to delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided to the Company, the Seller or its Affiliates by DD in connection with this Agreement or the transactions contemplated hereby. (f) This Section 9.16 shall be irrevocable, and no term of this Section 9.16 may be amended, waived or modified, without the prior written consent of DD, the Seller and its respective Affiliates affected thereby.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx LLP Baker Boxxx X.X.X. (“DDBaker Boxxx”) has represented xxx xepresented the CompanyParent, the Seller and one or more of their respective Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Parent, the Seller and such Affiliates and their respective Representatives (each a “Seller FET Entity” and collectively, the “Seller FET Entities”) have a reasonable expectation that, after the Closing, DD willBaker Boxxx xixx, if xf the Seller FET Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller FET Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD represents Baker Boxxx xexxxxxnts any Seller FET Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD may have previously advised the Seller Entities or in respect of any other mattersAgreement. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller FET Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities and the CompanyFET Entities), on the one hand, and DDany legal counsel engaged by or on behalf of a FET Entity or any of its Affiliates (including but not limited to any FET Entity in-house counsel and Baker Boxxx), on the xx xxe other handhand (collectively, “FET Counsel”), to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets Assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller FET Entities, and that no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities or the CompanyFET Entities, on the one hand, and DDFET Counsel, on the other hand, prior to the Closing and relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to the Seller FET Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents Transaction Privileged Communications (as used herein whether in electronic form or otherwise), of DD FET Counsel relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller FET Entities is intended or will be claimed by any Other Party as a result of any #93878383v22 communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, and (ii) all Other Party Group Members shall endeavor to delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim Claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided to the Company, the Seller or its Affiliates by DD in connection with this Agreement or the transactions contemplated hereby. (f) This Section 9.16 shall be irrevocable, and no term of this Section 9.16 may be amended, waived or modified, without the prior written consent of DD, the Seller and its respective Affiliates affected thereby.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx Xxxxxxxxxxx, Xxxxxxxx, Xxxxx, Xxxxxxxx & Xxxxxxx LLP Xxxxxxx, P.C. (“DDXxxxxxxxxxx Xxxxxxxx”) has represented the Company, the Seller and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller and such Affiliates (other than the Company and Amtran) and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD Xxxxxxxxxxx Xxxxxxxx will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and Amtran and those other Persons that are or after Closing will be Affiliates of such Other Party), hereby agrees to all of the matters and consents to the potential future representations described in this Section 9.16 8.15 and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Applicable Laws or standard of professional responsibility if, after the Closing, DD Xxxxxxxxxxx Xxxxxxxx represents any Seller Entities or other Persons in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD Xxxxxxxxxxx Xxxxxxxx may have previously advised the Seller Entities or in respect of any other matters. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD Xxxxxxxxxxx Xxxxxxxx to the Seller or any of their its Affiliates, directors, members, partners, officers or employees of any information learned by DD Xxxxxxxxxxx Xxxxxxxx in the course of its representation of the Seller or their its Affiliates, whether or not such information is subject to attorney client privilege or DD’s Xxxxxxxxxxx Xxxxxxxx duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities and the Company), on the one hand, and DDXxxxxxxxxxx Xxxxxxxx, on the other hand, to the extent related to this Agreement or the transactions contemplated by this Agreement, shall be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller Entities, and that no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Entities or the CompanyCompany or Amtran, on the one hand, and DDXxxxxxxxxxx Xxxxxxxx, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement (provided, however, that such statement shall only apply to those communications with the Company or Amtran which occur prior to the Closing) shall be deemed to be privileged and to belong solely to the Seller Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD Xxxxxxxxxxx Xxxxxxxx relating to such engagement. The Other Parties, to the fullest extent allowed by Law, agree (i) that no waiver of any privilege or right of the Seller Entities is intended or will be claimed by any Other Party as a result of any communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control, (ii) all Other Party Group Members shall endeavor to delete or destroy all such documents and information in their possession or control that come to their attention and (iii) no Other Party Group Member will review, offer into evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated hereby. (e) The Buyer and its respective Affiliates (including the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided to the Company, the Seller or its Affiliates by DD in connection with this Agreement or the transactions contemplated hereby. (f) This Section 9.16 8.15 shall be irrevocable, and no term of this Section 9.16 8.15 may be amended, waived or modified, without the prior written consent of DDXxxxxxxxxxx Xxxxxxxx, the Seller Representative and its respective Affiliates affected thereby. Xxxxxxxxxxx Xxxxxxxx is specifically made a third-party beneficiary of this provision of this Section 8.15.

Transaction Privilege. (a) The Parties hereby acknowledge and agree that Xxxxxxx & Xxxxxxx LLP Xxxxx Xxxxx L.L.P. (“DDXxxxx Xxxxx”) has and Houthoff Coöperatief U.A. (“Houthoff”) have represented the Company, the Seller Sellers and one or more of their Affiliates prior to the date of this Agreement, including in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, and that the Seller Sellers and such Affiliates and their respective Representatives (each a “Seller Entity” and collectively, the “Seller Entities”) have a reasonable expectation that, after the Closing, DD Xxxxx Xxxxx and Houthoff will, if the Seller Entities so wish, represent them in connection with any pending or possible or threatened Claim or any other matter or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any other Party to this Agreement (including the Company from and after the Closing) (an “Other Party”) or any of their respective Affiliates and Representatives (each an “Other Party Group Member” and collectively the “Other Party Group Members”), on the other hand, arising under or relating to this Agreement. (b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes the Company and those other Persons that are are, or after Closing will be be, Affiliates of such Other Party), hereby agrees to all of the such matters and consents to the potential future representations described in this Section 9.16 7.15 and specifically and expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Laws or standard of professional responsibility if, after the Closing, DD Xxxxx Xxxxx or Houthoff (together, “Seller Counsel”) represents any Seller Entities or other Persons Other Party Group Member in connection with any Claim or Proceeding arising under or relating to this Agreement or the transactions contemplated by this Agreement whether or not such matter is one in which DD may have previously advised the Seller Entities or in respect of any other mattersAgreement. (c) Each Other Party, on its own behalf and on behalf of the Other Party Group Members (which includes those Persons that are or after Closing will be Affiliates of such Other Party), hereby consents to the disclosure by DD to the Seller or any of their Affiliates, directors, members, partners, officers or employees of any information learned by DD in the course of its representation of the Seller or their Affiliates, whether or not such information is subject to attorney client privilege or DD’s duty of confidentiality. (d) In addition, each of the Parties irrevocably acknowledges and agrees that, that (i) from and after the Closing, the attorney-client privilege arising from all communications prior to the Closing between any one and documents (“Excluded Privileged Documents”) to, from, or more of among the Seller Entities and the Company (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Seller Entities) that are subject to the attorney-client privilege, the attorney work product doctrine, or any other privilege or protection with respect to the Excluded Assets or Retained Liabilities or in connection with Xxxxx Botts’s or Houthoff’s representation of the Seller Entities and (the Company)“Privileges”) (including communications prior to the Closing between any one or more Seller Entities, on the one hand, and DDSeller Counsel, on the other hand), to the extent related to this Agreement or the transactions contemplated by this Agreement, shall will be excluded from the assets or any other property, rights, privileges, powers, franchises and other interests held by any Other Party Group Members, that such attorney-client privilege Assets; (ii) the Privileges for the Excluded Privileged Documents shall be deemed held belong solely by to the Seller Entities, ; and that (iii) no Other Party Group Member shall have any right to assert, waive or otherwise alter any such attorney-client privilege of the Privileges at any time time, including after the Closing. All communications between the Seller Entities or the Company, on the one hand, and DD, on the other hand, relating to the negotiation, documentation and consummation of the Agreement and the transactions contemplated by the Agreement shall be deemed to be privileged and to belong solely to the Seller Entities (and not Other Party Group Members). The Other Party Group Members shall not have access to any such communications, files, records or other documents (as used herein whether in electronic form or otherwise), of DD Seller Counsel relating to such engagement. The Other Parties, to the fullest extent allowed by Law, (A) acknowledge and agree (i) that no waiver of any privilege or right of the Seller Entities is intended or will be claimed by any Other Party as a result of any communications, files, records or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control; and (B) shall, upon request, promptly return to the applicable Seller Entities or destroy (iiwith notice to the applicable Seller Entities of such destruction) all Other Party Group Members shall endeavor to delete or destroy all such documents and information Excluded Privileged Documents in their possession or control control. (d) The Buyers shall use commercially reasonable efforts to cause any Person that come is, or after the Closing will be, a Buyer Affiliate to their attention and (iii) no Other Party Group Member will review, offer into execute any document or instrument reasonably requested from time to time by the Sellers in order to evidence or otherwise attempt to use any such communications, files, records or documents (whether or not so maintained) effectuate the intentions of the Parties reflected in any claim or Proceeding involving any Seller Entity or their Representatives, on the one hand, and any Other Party Group Member, on the other hand, arising under or relating to this Agreement and the transactions contemplated herebySection 7.15. (e) The Buyer Parties hereby declare that they are aware that the Dutch Notary is associated with Houthoff, a firm that is advising the Equity Seller in connection with the sale, purchase and its respective Affiliates (including transfer of the Company after the Closing) further covenant and agree that, from and after the Closing, each shall not assert any claim against DD in respect of legal services provided Shares. With reference to the CompanyProfessional Code of Conduct (Verordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), all Parties: (i) declare to be aware that the Dutch Notary and/or colleagues of the Dutch Notary associated with Houthoff act as legal adviser to Equity Seller or its Affiliates by DD in connection with this Agreement or and/or the transactions contemplated hereby.underlying and connected documents; (fii) This Section 9.16 shall be irrevocable, and no term consent to the Dutch Notary executing the Dutch Deed of Transfer; and (iii) consent to the fact that colleagues of the Dutch Notary associated with Houthoff may represent the Equity Seller if any dispute between the parties arises out of this Section 9.16 may be amended, waived or modified, without the prior written consent of DDAgreement, the Seller Dutch Deed of Transfer and/or the underlying and its respective Affiliates affected therebyconnected documents.