Common use of Transaction Privilege Clause in Contracts

Transaction Privilege. (a) With respect to Xxxxx Xxxxx L.L.P., Xxxxxx & Xxxxxx LLP and any other counsel that represents SU in connection with the Transactions (collectively, “SU Counsel”): (i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU, on the one hand, and SU Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SDTS as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SU, on the one hand, and SU Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SU, as applicable (and not SDTS). (ii) This Section 11.10(a) is for the benefit of SU. This Section 11.10(a) shall be irrevocable, and no term of this Section 11.10(a) may be amended, waived or modified, without the prior written consent of SU. (b) With respect to Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxxx Xxxxxxx Xxxxx LLP, Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS in connection with the Transactions (“SDTS Counsel”): (i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SDTS, on the one hand, and SDTS Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SU as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SDTS, on the one hand, and SDTS Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS, as applicable (and not SU). (ii) This Section 11.10(b) is for the benefit of SDTS. This Section 11.10(b) shall be irrevocable, and no term of this Section 11.10(b) may be amended, waived or modified, without the prior written consent of SDTS.

Transaction Privilege. (a) With respect to Xxxxx Xxxxx L.L.P., Xxxxxx & Xxxxxx Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS or SU in connection with the Transactions (collectively, “SDTS/SU Counsel”): (i) Each Oncor hereby acknowledges and agrees that SDTS/SU Counsel have represented the SDTS Entities and SU Entities over a substantial period of time prior to the date hereof, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transactions, and that SDTS, SU and their respective Affiliates and representatives (each, an “SU/SDTS Group Member”) have a reasonable expectation that, after the Closing, SDTS/SU Counsel will represent them in connection with any Claim or Legal Proceeding involving any SU/SDTS Group Member, on the one hand, and any Oncor Entity and its Affiliates and representatives (each, an “Oncor Group Member”), on the other hand, arising under or relating to this Agreement or the Transactions. (ii) Oncor, on its own behalf and on behalf of the other Oncor Group Members, hereby expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under any applicable Law or standard of professional responsibility if, after the Closing, SDTS/SU Counsel represent the SU/SDTS Group Members or any of them in connection with any Claim or Legal Proceeding arising under or relating to this Agreement or the Transactions. (iii) In addition, each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU/SDTS AssetCo, on the one hand, and SDTS/SU Counsel, on the other hand, whether related to this Agreement Agreement, the Transactions, or the Transactions otherwise, shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the SDTS Merger Surviving Entity or SU Merger Surviving Entity as of the SDTS Merger Effective Time or SU Merger Effective Time, respectively, pursuant to the DLLCA or the TBOC. All communications involving attorney-client confidences between SUSDTS AssetCo or SU AssetCo, on the one hand, and SDTS/SU Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS or SU, as applicable (and not SDTSOncor). (iiiv) Oncor agrees that it shall, and shall cause any other Oncor Group Member to, execute any document or instrument requested from time to time by SDTS, SU or SDTS/SU Counsel in order to evidence or effectuate the intentions of the parties reflected in this Section 13.10(a). (v) This Section 11.10(a13.10(a) is for the benefit of SUthe SDTS, SU and SDTS/SU Counsel and such Persons are intended third-party beneficiaries of this Section 13.10(a). This Section 11.10(a13.10(a) shall be irrevocable, and no term of this Section 11.10(a) may be amended, waived or modified, without the prior written consent of SU. (b) With respect to Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxxx Xxxxxxx Xxxxx LLP, Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS in connection with the Transactions (“SDTS Counsel”): (i) Each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SDTS, on the one hand, and SDTS Counsel, on the other hand, related to this Agreement or the Transactions shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SU as of the Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SDTS, on the one hand, and SDTS Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS, as applicable (and not SU). (ii) This Section 11.10(b) is for the benefit of SDTS. This Section 11.10(b) shall be irrevocable, and no term of this Section 11.10(b13.10(a) may be amended, waived or modified, without the prior written consent of SDTS, SU and SDTS/SU Counsel.

Transaction Privilege. (a) With respect to Xxxxx Xxxxx L.L.P., Xxxxxx & Xxxxxx Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS or SU in connection with the Transactions (collectively, “SDTS/SU Counsel”): (i) Each Oncor hereby acknowledges and agrees that SDTS/SU Counsel have represented the SDTS Entities and SU Entities over a substantial period of time prior to the date hereof, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transactions, and that SDTS, SU and their respective Affiliates and representatives (each, an “SU/SDTS Group Member”) have a reasonable expectation that, after the Closing, SDTS/SU Counsel will represent them in connection with any Claim or Legal Proceeding involving any SU/SDTS Group Member, on the one hand, and any Oncor Entity and its Affiliates and representatives (each, an “Oncor Group Member”), on the other hand, arising under or relating to this Agreement or the Transactions. (ii) Oncor, on its own behalf and on behalf of the other Oncor Group Members, hereby expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under any applicable Law or standard of professional responsibility if, after the Closing, SDTS/SU Counsel represent the SU/SDTS Group Members or any of them in connection with any Claim or Legal Proceeding arising under or relating to this Agreement or the Transactions. (iii) In addition, each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SU/SDTS AssetCo, on the one hand, and SDTS/SU Counsel, on the other hand, whether related to this Agreement Agreement, the Transactions, or the Transactions otherwise, shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in the SDTS Merger Surviving Entity or SU Merger Surviving Entity as of the SDTS Merger Effective Time or SU Merger Effective Time, respectively, pursuant to the DLLCA or the TBOC. All communications involving attorney-client confidences between SUSDTS AssetCo or SU AssetCo, on the one hand, and SDTS/SU Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS or SU, as applicable (and not SDTSOncor). (iiiv) Oncor agrees that it shall, and shall cause any other Oncor Group Member to, execute any document or instrument requested from time to time by SDTS, SU or SDTS/SU Counsel in order to evidence or effectuate the intentions of the parties reflected in this Section 13.10(a). (v) This Section 11.10(a13.10(a) is for the benefit of SUthe SDTS, SU and SDTS/SU Counsel and such Persons are intended third-party beneficiaries of this Section 13.10(a). This Section 11.10(a13.10(a) shall be irrevocable, and no term of this Section 11.10(a13.10(a) may be amended, waived or modified, without the prior written consent of SUSDTS, SU and SDTS/SU Counsel. (b) With respect to Xxxxxx, Xxxx Xxxxxx & Xxxxxxxx LLP, Xxxxxx Xxxxxxx Xxxxx LLP, Eversheds Xxxxxxxxxx (US) LLP and any other counsel that represents SDTS Oncor in connection with the Transactions (“SDTS Oncor Counsel”): (i) Each SDTS and SU hereby acknowledge and agree that Oncor Counsel has represented the Oncor Entities over a substantial period of time prior to the date hereof, including in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transactions, and that the Oncor Group Members have a reasonable expectation that, after the Closing, Oncor Counsel will represent them in connection with any Claim or Legal Proceeding involving any Oncor Group Member, on the one hand, and any SU/SDTS Group Member, on the other hand, arising under or relating to this Agreement or the Transactions. (ii) SDTS and SU, on their own behalf and on behalf of their respective SU/SDTS Group Members, hereby expressly waive and agree not to assert any conflict of interest that may arise or be deemed to arise under any applicable Law or standard of professional responsibility if, after the Closing, Oncor Counsel represents the Oncor Group Members or any of them in connection with any Claim or Legal Proceeding arising under or relating to this Agreement or the Transactions. (iii) In addition, each of the parties hereto irrevocably acknowledges and agrees that, from and after the Closing, any attorney-client privilege arising from communications prior to the Closing between any one or more representatives of SDTSOncor AssetCo, on the one hand, and SDTS Oncor Counsel, on the other hand, whether related to this Agreement Agreement, the Transactions, or the Transactions otherwise, shall be excluded from the property, rights, privileges, powers, franchises and other interests that are possessed by or vested in SU the Oncor Merger Surviving Entity as of the Oncor Merger Effective Time pursuant to the TBOC. All communications involving attorney-client confidences between SDTSOncor AssetCo, on the one hand, and SDTS Oncor Counsel, on the other hand, relating to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to SDTS, as applicable Oncor (and not SDTS or SU). (iiiv) SDTS and SU agree that they shall, and shall cause their respective SU/SDTS Group Members to, execute any document or instrument requested from time to time by Oncor or Oncor Counsel in order to evidence or effectuate the intentions of the parties reflected in this Section 13.10(b). (v) This Section 11.10(b13.10(b) is for the benefit of SDTSthe Oncor and Oncor Counsel and such Persons are intended third-party beneficiaries of this Section 13.10(b). This Section 11.10(b13.10(b) shall be irrevocable, and no term of this Section 11.10(b13.10(b) may be amended, waived or modified, without the prior written consent of SDTSOncor and Oncor Counsel.